CREATOR TERMS OF USE

Effective Date: December 7, 2017

This Creator Terms of Use ("TOU") is a binding contract between you, an individual user ("you") and Social Native Inc. ("Social Native," "we," "us" or "our") governing your use of the website located at www.socialnative.com and all related subdomains (collectively, "Site") as a Creator (defined in Section 1.a).

BY ACCEPTING THE TOU THROUGH THE REQUIRED PROCESS OR OTHERWISE ACCESSING OR USING THE SITE AS A CREATOR, YOU ACKNOWLEDGE AND AGREE THAT (1) YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS TOU; (2) THIS TOU ACCURATELY REFLECTS YOUR AND OUR INTENT; (3) YOU HAVE HAD A MEANINGFUL OPPORTUNITY TO REVIEW THIS TOU, INCLUDING THROUGH CONSULTATION WITH LEGAL COUNSEL OF YOUR OWN CHOOSING; AND (4) YOU HAVE DECIDED TO ENTER INTO THIS TOU ON YOUR OWN VOLITION AND WITHOUT UNDUE INFLUENCE FROM US OR ANY THIRD PARTY. IF YOU DO NOT AGREE ALL OF THE PRECEDING TERMS, THEN YOU MUST NOT ACCESS OR USE THE SITE OR ACCEPT THIS TOU THROUGH THE REQUIRED PROCESS.

YOU ARE ADVISED TO CONSULT WITH LEGAL COUNSEL BEFORE PROCEEDING BECAUSE (a) YOUR ACCEPTANCE OF THIS TOU CREATES A BINDING LEGAL AGREEMENT BETWEEN YOU AND SOCIAL NATIVE; (b) THIS TOU PROVIDES FOR THE ASSIGNMENT TO SOCIAL NATIVE OF YOUR RIGHTS IN YOUR OWNED CONTENT (DEFINED IN SECTION 1.a) THAT YOU POST (DEFINED IN SECTION 1.a) AS FURTHER DESCRIBED IN SECTION 4.a.i; AND (c) THIS TOU GRANTS TO SOCIAL NATIVE A BROAD LICENSE TO YOUR LICENSED CONTENT (DEFINED IN SECTION 1.a) THAT YOU POST AS FURTHER DESCRIBED IN SECTION 4.c.

Material Terms: As provided in greater detail in this TOU (and without limiting the express language of this TOU), you acknowledge the following:

  • WHEN YOU POST OWNED CONTENT, YOU ARE ASSIGNING ALL OF YOUR RIGHTS, INCLUDING COPYRIGHTS, IN AND TO SUCH OWNED CONTENT TO SOCIAL NATIVE, AND YOUR RIGHTS TO SUCH OWNED CONTENT ARE LIMITED TO THOSE RIGHTS SET FORTH IN THIS TOU. ACCORDINGLY, ONCE YOU POST YOUR OWNED CONTENT, WE OWN THE COPYRIGHT IN SUCH CONTENT. FURTHER, WHEN YOU POST LICENSED CONTENT, YOU GRANT TO US A BROAD LICENSE TO THAT CONTENT;
  • CAMPAIGN CONTENT (DEFINED IN SECTION 1.a) YOU POST MAY BE LICENSED BY SOCIAL NATIVE TO THIRD PARTIES FOR THEIR USE FOR ADVERTISING, MARKETING AND PROMOTIONAL PURPOSES, INCLUDING ON AN EXCLUSIVE BASIS (EXCLUDING LICENSED CONTENT EMBODIED THEREIN), AND YOU WILL HAVE NO RIGHT TO SHARE IN ANY INCOME, REVENUES OR INCREASES IN VALUE ARISING FROM, WHETHER DIRECTLY OR INDIRECTLY, ANY USE OF SUCH CONTENT BY A THIRD PARTY;
  • THE CAMPAIGN CONTENT FEE (DEFINED IN SECTION 1.a) CONSTITUTES FAIR AND REASONABLE COMPENSATION TO YOU IN EXCHANGE FOR THE ASSIGNMENT OF ALL OF YOUR RIGHTS TO YOUR OWNED CONTENT AND THE LICENSE TO YOUR LICENSED CONTENT THAT YOU GRANT TO US FOR YOUR LICENSED CONTENT. FURTHER, AS MORE FULLY DESCRIBED IN SECTION 1.d.i, THE EXCLUSIVE CONSIDERATION TO WHICH YOU ARE ENTITLED IN CONNECTION WITH YOUR USE OF THE SITE AND/OR YOUR CAMPAIGN CONTENT (OR ANY WORKS DERIVED THEREFROM) IS (a) THE POSSIBILITY OF EXPOSURE AND FAME; AND (b) IF YOUR CAMPAIGN CONTENT COMPLIES WITH SECTION 1.b.i, THEN THE CAMPAIGN CONTENT FEE;
  • you consent to the collection, use, and disclosure of your information in accordance with the Social Native Privacy Policy
  • the Site is provided "as is" without warranties of any kind and Social Native's liability to you is limited; and
  • we will resolve disputes arising under this TOU through binding arbitration. BY ACCEPTING THIS TOU, AS PROVIDED IN GREATER DETAIL IN SECTION 9 OF THIS TOU, YOU AND SOCIAL NATIVE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

1. General Terms and Conditions

  1. Definitions.

    1. "Brand" means any counterparty to a separate written agreement (including any in electronic form) with Social Native concerning use of the Site for Campaigns.
    2. "Brand Guidelines" means the guidelines governing what constitutes acceptable Campaign Content that each Creator must accept prior to participation in a Campaign. Without limiting the foregoing and for clarity, the Brand Guidelines prohibit you from (A) using watermarks, signatures or overlays in any of your Campaign Content; and (B) including in your Campaign Content any trademark, service mark, trade dress or other indicator of origin owned or controlled by any third party (including, without limitation, any other Brand) unless you have obtained the prior express right to do so in writing from the applicable third party.
    3. "Campaign" means a project for the Posting of Campaign Content that a Brand launches via the Site.
    4. "Campaign Content" means Owned Content and Licensed Content collectively.
    5. "Campaign Content Fee" means the fee specified in a Campaign description payable within the timeframe specified within such description subject to the terms and conditions of this TOU.
    6. "Content" means any text, image, photograph, audiovisual work, sound recording, musical work (including when embodied in a sound recording or audiovisual work) and/or any other work subject to protection under the laws of the United States or any foreign jurisdiction, including, without limitation, patent, trademark, trade secret and/or copyright laws.
    7. "Creator" means any person who registers an Account (defined in Section 2.a), enabling such person to participate in any Campaign, but excluding any user acting on behalf of a Brand.
    8. "Creator Content" means Owned Content, Licensed Content and Other Content collectively.
    9. "Licensed Content" means any Content that a Creator Posts for a Campaign that the Creator licensed from a third party.
    10. "Other Content" means any Content that a Creator Posts that is not Owned Content or Licensed Content.
    11. "Owned Content" means any Content that a Creator Posts for a Campaign that the Creator exclusively owned immediately prior to Posting such Content.
    12. "Post" means to submit, upload or otherwise transmit to the Site.
    13. "User" or "Users" means individually a user of the Site and collectively all users of the Site.
  2. General Information. When you use the Site as a Creator, we must approve your participation in each Campaign, and we may grant or deny such approval in our sole discretion. If we approve your participation in a Campaign, then (i) you will Post Campaign Content in accordance with this TOU and the applicable Brand Guidelines; and (ii) we will review such Campaign Content to determine in our sole discretion whether it complies with the TOU and applicable Brand Guidelines. If we determine that your Campaign Content does, in fact, comply with this TOU and the applicable Brand Guidelines in accordance with the preceding sentence, then we will pay you the Campaign Content Fee through our third party payment processor further described in Section 1.d.ii.We have no obligation to pay you a Campaign Content Fee for any of your Campaign Content that does not comply with this TOU and/or the applicable Brand Guidelines; provided, however, that if you Post Campaign Content in excess of the quantity set forth in the Brand Guidelines, then we may in our sole discretion choose to (A) accept some or all of the additional items of Content that you Post, in which case we will pay you the Campaign Content Fee for each additional item of Content that we accept; or (B) reject some or all of the additional items of Content that you Post, in which case we will delete each such rejected item of Content and you will not be entitled to the Campaign Content Fee for each such deleted item.
  3. Changes to this TOU. You understand and agree that Social Native may change this TOU at any time without prior notice. Social Native will endeavor to provide you with prior notice of any material changes. You may read a current, effective copy of this TOU at any time by selecting the appropriate link on the Site. The revised TOU will become effective at the time of posting on the Site, and your use of the Site after such time will constitute your acceptance of the revised TOU. If any change to this TOU is not acceptable to you, then your sole remedy is to stop using the Site. Notwithstanding the preceding sentences of this Section 1.c, no revisions to this TOU will apply to any dispute between you and Social Native that arose prior to the effective date of those revisions or to the scope of rights granted by you to Social Native at the time you Posted Creator Content.

  4. Consideration for Creators.

    1. General. You hereby acknowledge and agree that the exclusive consideration to which you are entitled in connection with your use of the Site and/or your Campaign Content (or any works derived therefrom) is (A) the possibility of exposure and fame; and (B) if your Campaign Content complies with Section 1.b.i above, then the Campaign Content Fee. Accordingly, you hereby acknowledge and agree that we may, in our sole discretion, generate revenues, increase goodwill or otherwise increase the value of Social Native in connection with your use of the Site and/or your Campaign Content (including, without limitation, by granting any Brand rights to use and exploit your Campaign Content for any and all purposes, including, but not limited to, advertising, marketing, and promoting products, goods, and services, as further described in Sections 4.a.i and 4.c), and you have no rights whatsoever to share in any such revenues, goodwill or value derived therefrom. FOR THE AVOIDANCE OF DOUBT, THE CAMPAIGN CONTENT FEE IS THE SOLE MONETARY CONSIDERATION YOU WILL RECEIVE FOR (1) THE ASSIGNMENT OF ALL OF YOUR RIGHTS IN AND TO YOUR OWNED CONTENT TO SOCIAL NATIVE AS FURTHER DESCRIBED IN SECTION 4.a.i; AND (2) THE LICENSE TO YOUR LICENSED CONTENT THAT YOU GRANT TO SOCIAL NATIVE AS FURTHER DESCRIBED IN SECTION 4.c.BY POSTING CAMPAIGN CONTENT ON THE SITE, YOU AGREE THAT THE CAMPAIGN CONTENT FEE IS FAIR AND REASONABLE CONSIDERATION FOR THE RIGHTS THAT YOU GRANT TO SOCIAL NATIVE DESCRIBED IN THE PRECEDING SENTENCE.
    2. Payment Processors. Social Native currently uses a third party payment processor to pay all Campaign Content Fees owed. By using such payment processor, you agree to its terms and conditions of use. You acknowledge and agree that Social Native has no liability with regard to any fees or problems you may have with our payment processor.
  5. Privacy Policy. Your use of the Site is also subject to Social Native's Privacy Policy, which is incorporated into this TOU by reference.
  6. Jurisdictional Issues. The Site is controlled and operated by Social Native from its offices in the State of California. Social Native makes no representation that materials on the Site are appropriate, lawful or available for use in any locations other than the United States of America. Those who choose to access or use the Site from locations outside the United States of America do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

  7. Eligibility.

    1. THE SITE IS NOT FOR PERSONS UNDER THE AGE OF 13 OR FOR ANY USER PREVIOUSLY SUSPENDED OR REMOVED FROM THE SITE BY SOCIAL NATIVE. IF YOU ARE UNDER 13 YEARS OF AGE, THEN YOU MUST NOT USE OR ACCESS THE SITE AT ANY TIME OR IN ANY MANNER. Furthermore, by using the Site, you affirm that either you are at least 18 years of age or have been authorized to use the Site by your parent or legal guardian who is at least 18 years of age.
    2. When you access the Site as Creator and you enter into this TOU on behalf of a "loan out" or other company, entity or organization through or for which you conduct any business (collectively, "Organization"), then you hereby represent and warrant that (A) such Organization will be bound by the terms and conditions in this TOU (and all references to "you" in the TOU will refer to such Organization except for those in this Section 1.g.ii); and (B) such Organization will cause you to, and you will, comply in all respects with this TOU.
  8. Assistance of Legal Counsel. When you access the Site as a Creator and Post Campaign Content, you acknowledge and agree that you are (i) assigning all of your rights to your Owned Content to Social Native as further described in Section 4.a.i; and (ii) granting us a license to Use (defined in Section 4.a.i) any Licensed Content that you Post on an Unlimited Basis (defined in Section 4.a.i) as further described in Section 4.c.Accordingly, you are advised to seek the advice of legal counsel before Posting any Campaign Content. You acknowledge and agree that you have been advised to seek the advice of legal counsel and that you have had the opportunity to consult with legal counsel, even if you have chosen not to do so.

2. Accounts

  1. Log-In Credentials. While you may always browse the public-facing portions of the Site without registering with us, in order to use the Site as a Creator, you must register an account with us on the Site ("Account").
  2. Account Security. You are responsible for the security of your Account, and are fully responsible for all activities that occur through the use of your log-in credentials. You agree to notify Social Native immediately at finance@socialnative.com if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account. Social Native will not be liable for any loss or damage arising from unauthorized use of your log-in credentials prior to you notifying Social Native of such unauthorized use or loss of your log-in credentials. Separate log-in credentials may be required to access External Sites (defined in Section 7).
  3. Accuracy of Information. When creating an Account, you will provide true, accurate, current, and complete information as Social Native requests, and you acknowledge that we may audit your Account details to confirm their accuracy. You will update the information about yourself promptly, and as necessary, to keep it current and accurate. We reserve the right to disallow, cancel, remove, or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which, in our sole discretion, would or might constitute a violation of this TOU, cause damage to or impair the Site, infringe or violate any third party rights, damage or bring into disrepute the reputation of Social Native, or violate any applicable laws or regulations. If messages sent to the e-mail address you provide are returned as undeliverable, then Social Native may terminate your Account immediately without notice to you and without any liability to you or any third party.

3. Intellectual Property Rights.

  1. License. Subject to your complete and ongoing compliance with this TOU, Social Native hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free and worldwide right and license to (i) access and use the Site as a Creator solely in strict compliance with the provisions of this TOU; and (ii) retain and use your Owned Content solely for personal, non-commercial purposes and post your Owned Content on any third party platform identified in the Brand Guidelines (each, a "Third Party Platform," and collectively, "Third Party Platforms") solely as and to the extent permitted in the applicable Brand Guidelines. For clarity, the preceding license in Section 3.a.(ii) also applies to any Content that you posted to any Third Party Platform and then subsequently Post as Owned Content.
  2. Content. Except for Creator Content, the content that Social Native provides to you on the Site, including, without limitation, any text, graphics, software, interactive features, information or other materials, is protected by copyright or other intellectual property rights and owned by Social Native or its licensors (collectively, the "Social Native Content"). Moreover, Social Native or its licensors own all design rights, database and compilation rights and other intellectual property rights in and to the Site, in each case whether registered or unregistered, and any related goodwill.
  3. Marks. The Social Native trademarks, service marks, and logos (collectively, the "Social Native Trademarks") used and displayed on the Site are Social Native's registered and/or unregistered trademarks or service marks. Any other product and service names located on the Site may be trademarks or service marks owned by third parties (collectively with the Social Native Trademarks, the "Trademarks"). Except as otherwise permitted by law, you may not use the Trademarks to disparage Social Native or any third party, Social Native's or a third party's products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any website without Social Native's prior express written consent. All goodwill generated from the use of any Social Native Trademark will inure solely to Social Native's benefit.
  4. Restrictions. Social Native hereby reserves all rights not expressly granted to you in this Section 3. Accordingly, nothing in this TOU or on the Site will be construed as granting to you, by implication, estoppel, or otherwise, any additional license rights in and to the Site or any Social Native Content or Trademarks located or displayed on or within the Site.

4. Content.

  1. Owned Content.

    1. Assignment. All of your Owned Content will be the exclusive property of Social Native. ACCORDINGLY, IN EXCHANGE FOR THE CONSIDERATION STATED IN SECTION 1.d.i ABOVE, YOU HEREBY IRREVOCABLY AND PERPETUALLY ASSIGN TO SOCIAL NATIVE ALL OF YOUR RIGHTS, TITLE AND INTEREST IN AND TO YOUR OWNED CONTENT, INCLUDING, WITHOUT LIMITATION, ALL INTELLECTUAL PROPERTY RIGHTS THEREIN, SUBJECT ONLY TO THE LIMITED LICENSE GRANTED BACK TO YOU SET FORTH IN SECTION 3.a.(ii). For clarity, this assignment grants to Social Native, without limitation, the rights to (A) sue for past and future infringements of your Owned Content; and (B) reproduce, distribute, publicly display, communicate to the public, publicly perform (including by means of digital audio transmissions and on a through-to-the-audience basis), make available, create derivative works from, and otherwise exploit and use (all of the preceding (B) collectively, "Use") your Owned Content on an Unlimited Basis; and (C) grant a license to any Brand for whom your Owned Content was Posted (and to authorize any such Brand to grant sublicenses) in response to a Campaign to Use your Owned Content on an Unlimited Basis. "Unlimited Basis" means without any restrictions whatsoever throughout the universe (including, without limitation, in any way and through any media and/or formats now known or hereafter developed, including, without limitation, by making, using, selling, offering for sale, importing, and/or advertising, marketing, and promoting products, goods and services that incorporate or embody any of your Owned Content and/or Licensed Content or that Use your Owned Content and/or Licensed Content, whether in whole or in part, and whether as provided or as modified). You acknowledge and agree that your acceptance of this TOU as a condition of your Posting your Owned Content serves as an execution of transfer of copyright ownership to the fullest extent permitted under 17 U.S.C. § 204.
    2. License. If the assignment set forth in Section 4.a.i is found to be unenforceable, then you hereby grant to Social Native an exclusive, perpetual, irrevocable, transferable, sublicensable (through multiple tiers), royalty-free and worldwide license to Use your Owned Content on an Unlimited Basis, which includes the right to sue for past and future infringements of such Owned Content.
    3. Further Assurances; Power of Attorney. Upon our request and without any additional consideration beyond that stated in Section 1.d.i, you will execute such documents and take such steps as we may require to effect the assignment set forth in Section 4.a.i. If at any time we are unable to secure your signature on any documents or filings pertaining to your Owned Content, whether because of your unwillingness or for any other reason whatsoever, then you hereby irrevocably and perpetually designate and appoint Social Native as your duly authorized agent and attorney-in-fact, to act for and on your behalf to execute and file any and all documents and to do all other lawfully permitted acts to further the prosecution of our rights to your Owned Content with the same legal force and effect as if executed by you. This power of attorney shall be deemed coupled with an interest, in that Social Native has an ongoing interest to secure the rights to Owned Content for the life copyright, and as a result is irrevocable and will survive your death or incompetence. Without limiting anything else in this TOU, you hereby acknowledge and agree that we may in our sole discretion register the copyright to Owned Content with any and all proper authorities.
    4. No Preemption. Nothing in this TOU is intended to preempt any termination of transfers permitted under Title 17 of the United States Code.
  2. Other Content. You hereby grant to Social Native an unrestricted, assignable, sublicensable, revocable, royalty-free license throughout the universe to Use all of your Other Content by any means and through any media and formats now known or hereafter developed, for the purposes of (i) advertising, marketing, and promoting Social Native, the Site, and your Campaign Content; (ii) displaying and sharing your Other Content to other Users of the Site; and (iii) providing the Site as authorized by this TOU. You further grant Social Native a royalty-free, perpetual and irrevocable license (with the right to sublicense to Brand for whom your Creator Content was Posted in response to a Campaign and to authorize any such Brand to grant sublicenses) to use your name, likeness, image, voice, online identity (e.g., nickname, user name, handle, etc.), biographical information, statements attributable to you and any and all other indicia of personality utilized in connection with the applicable Creator Content on an Unlimited Basis and to identify you as the source of any of your Creator Content, although nothing in this TOU will require Social Native or any of its licensees or sublicensees to identify you as the source of any of your Creator Content. You must not Post any Other Content that you consider to be confidential or proprietary. All of your Other Content will be considered non-confidential and non-proprietary, and treated as such by Social Native, and may be used by Social Native in accordance with this TOU without notice to you and without any liability to Social Native.
  3. Licensed Content. If you Post any Licensed Content, then you hereby grant to Social Native a non-exclusive, perpetual, irrevocable, transferable, sublicensable (through multiple tiers), royalty-free and worldwide license to Use such Licensed Content on an Unlimited Basis, which includes the right to sue for past and future infringements of such Licensed Content.

  4. Creator Content.

    1. You Must Have Rights to the Content You Post. You must not Post any Creator Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of Creator Content you intend to Post. Without limiting any terms set forth elsewhere in this TOU, you represent and warrant that: (A) you have sufficient rights in your Creator Content to grant the assignment and licenses set forth in Section 4; (B) any Creator Content you Post and any use thereof as contemplated in this TOU does not violate the privacy rights, publicity rights, copyrights, trademark rights, patent rights, trade secret rights, contract rights, or any other rights of any party; (C) we will not be required to obtain any further licenses, consents, authorizations or permissions from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties in connection with any Creator Content that you Post or any use thereof as contemplated in this TOU; (D) any Creator Content you Post and any use thereof as authorized in this TOU does not result in a breach of contract between you and any third party, including any terms of use or end user license agreements of External Sites to which you are bound; (E) your Campaign Content will comply in all respects with this TOU and the applicable Brand Guidelines; (F) you agree to pay all monies owing to any party as a result of you Posting any Creator Content and/or any use of such Creator Content as contemplated in this TOU; (G) you have obtained a signed written release from any person who is identifiable (in whole or in part) in your Creator Content; and (H) within five (5) days of our request, you will provide us with a (1) complete and fully executed copy of any such release and/or any other documentation we may request proving that you have sufficient rights in the Creator Content you Post to grant the assignment and licenses set forth in Section 4; and/or (2) detailed written explanation of any Licensed Content included within your Campaign Content. Without limiting the other terms in this TOU and for clarity, unless you have obtained the prior express right to do so in writing from the applicable third party, you will not include in any Creator Content that you Post depictions of any third party (I) trademark, service mark, trade dress or other indicator of origin; (II) copyrighted works of authorship (including, without limitation, any photographs); and/or (II) architectural works (e.g., buildings).
    2. Waiver of Rights. You hereby irrevocably and perpetually waive any and all rights in and to any Creator Content that you Post, including, without limitation, any and all (A) rights to prior inspection or approval of any marketing or promotional materials related to such Creator Content, whether by Social Native or any Brand for whom your Campaign Content was Posted in a Campaign; (B) rights of privacy, publicity, likeness, or any other rights of a similar nature in connection with any Creator Content you Post, or any portion thereof; and (C) moral rights in or to your Owned Content to the extent such rights are not assignable under law. Further, you hereby agree never to assert, or to support, maintain or permit any action based on, any right that you may have in or with respect to any Creator Content you Post, whether against Social Native or any licensee or sublicensee of Social Native for such Creator Content.
    3. Disclaimer. We are under no obligation to edit or control any Creator Content, and will not be in any way responsible or liable for any Creator Content. Social Native may, however, at any time and without prior notice, screen, reject, remove, edit, or block any Creator Content that in our sole judgment violates this TOU or is otherwise objectionable, such as, without limitation, Creator Content that Social Native determines is or could be interpreted to be abusive, bigoted, defamatory, harassing, harmful, infringing, obscene, offensive, pornographic, racist, threatening, unlawful, vulgar or otherwise inappropriate (collectively, "Objectionable Content"). Without limiting any other terms in this TOU, we hereby expressly disclaim any and all liability in connection with Creator Content. Campaign Content that is deemed by Social Native to contain Objectionable Content will not be entitled to any Campaign Content Fee.
  5. FTC Endorsement Guidelines. Notwithstanding any other provision in this TOU, you represent and warrant that you will comply with all laws and regulations regarding endorsements or testimonials made by you in any Campaign Content, including that you will (i) make only accurate statements that represent your genuine experience with any product, good or service; and (ii) make all required disclosures pursuant to the Federal Trade Commission's ("FTC") Guides Concerning the Use of Endorsements and Testimonials in Advertising, as such guides may be amended from time-to-time by the FTC. Follow this link for further information on complying with the FTC's guidance: https://www.ftc.gov/sites/default/files/documents/one-stops/advertisement-endorsements/091005revisedendorsementguides.pdf . Brand Guidelines may require you to make certain disclosures with respect to your Campaign Content. YOU HEREBY AGREE THAT YOU WILL MAKE ALL SUCH DISCLOSURES AS REQUIRED IN ANY BRAND GUIDELINES AND WILL INDEMNIFY AND HOLD SOCIAL NATIVE HARMLESS FROM AND AGAINST ANY CLAIMS ARISING FROM YOUR FAILURE TO MAKE DISCLOSURES AS REQUIRED BY BRAND GUIDELINES OR AS REQUIRED BY LAW.

5. Notice and Procedure for Making Claims of Copyright or Other Intellectual Property Infringements.

  1. Respect of Third Party Rights. Social Native respects the intellectual property of others and takes the protection of intellectual property very seriously, and we ask our Users to do the same. Infringing activity will not be tolerated on the Site.
  2. Repeat Infringer Policy. Social Native's intellectual property policy is to (i) remove or disable access to material that Social Native believes in good faith, upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third party by being made available on the Site; and (ii) remove any Content Posted by "repeat infringers." Social Native considers a "repeat infringer" to be any User that has Posted Content for whom Social Native has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to such User. Social Native has discretion, however, to terminate the Account of any User after receipt of a single notification of claimed infringement or upon Social Native's own determination.
  3. Repeat Infringer Policy. Social Native's intellectual property policy is to (i) remove or disable access to material that Social Native believes in good faith, upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third party by being made available on the Site; and (ii) remove any Content Posted by "repeat infringers." Social Native considers a "repeat infringer" to be any User that has Posted Content for whom Social Native has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to such User. Social Native has discretion, however, to terminate the Account of any User after receipt of a single notification of claimed infringement or upon Social Native's own determination.

  4. Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Site has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a "Notification of Claimed Infringement" containing the following information to the Designated Agent identified below. Your Notification of Claimed Infringement may be shared by Social Native with the User alleged to have infringed a right you own or control, and you hereby consent to Social Native making such disclosure. Your communication must include substantially the following:

    1. A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
    2. Identification of works or materials being infringed, or, if multiple works are covered by a single notification, then a representative list of such works;
    3. Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Social Native to locate the material;
    4. Information reasonably sufficient to permit Social Native to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;t Social Native to locate the material;
    5. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
    6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
    7. You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
  5. Designated Agent Contact Information. Social Native's designated agent for receipt of Notifications of Claimed Infringement ("Designated Agent") can be contacted at: Via E-mail: copyright@socialnative.com Via U.S. Mail: 9903 S. Santa Monica Blvd. #766, Beverly Hills, CA 90212

  6. Counter Notification. If you receive a notification from Social Native that material you Posted has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Social Native with what is called a "Counter Notification". To be effective, a Counter Notification must be in writing, provided to Social Native's Designated Agent through one of the methods identified in Section 5.d above and include substantially the following information:

    1. your physical or electronic signature;
    2. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
    3. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
    4. your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the your address is outside of the United States, for any judicial district in which Social Native may be found, and you will accept service of process from the person who provided notification in accordance with Section 5.d above or an agent of such person.
    5. You should consult a lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid Counter Notification under the Copyright Act.
  7. Reposting of Creator Content Subject to a Counter Notification. If you submit a Counter Notification to Social Native in response to a Notification of Claimed Infringement, then Social Native will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Social Native will replace the removed Content or cease disabling access to it in 10 business days, and Social Native will replace the removed Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Social Native's Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the User from engaging in infringing activity relating to the material on Social Native's system or network.
  8. False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides that: [a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys' fees, incurred by the alleged infringer, by any copyright owner or copyright owner's authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Social Native] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it. 17 U.S.C. § 512(f). Social Native reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law. For clarity, and notwithstanding anything in this Section 5 to the contrary, Social Native in its sole discretion may (but has no obligation to) disclose publicly any and all Notices of Claimed Infringement and Counter Notifications.

6. Restrictions on Use of the Site.

  1. Without limiting any other terms of this TOU, when using the Site, you agree not to (and not to attempt to):

    1. decipher, decompile, disassemble, or reverse engineer any of the software or source code comprising or making up the Site;
    2. use any device, software or routine to interfere or attempt to interfere with the proper working of the Site, or any activity conducted on the Site;
    3. delete or alter any material Social Native makes available on the Site;
    4. frame or link to any of the materials or information available on the Site;
    5. use or exploit any Trademarks or Social Native Content in any manner that is not expressly authorized by this TOU;
    6. access, tamper with, or use non-public areas of the Site, Social Native's (and its hosting company's) computer systems and infrastructure, or the technical delivery systems of Social Native's providers;
    7. provide any false personal information to Social Native;
    8. create a false identity or impersonate another person or entity in any way;
    9. restrict, discourage, or inhibit any person from using the Site;
    10. use the Site, without Social Native's prior express written consent, for any unauthorized purpose;
    11. gain unauthorized access to the Site or personally identifiable information, or to other computers or websites connected or linked to the Site;
    12. access or Use any Creator Content for which you have not received authorization from Social Native;
    13. Post any Objectionable Content or any Campaign Content that fails to comply with this TOU and the applicable Brand Guidelines;
    14. Post any Content that disparages any Brand or may otherwise be reasonably considered as detrimental to any Brand;
    15. Post any virus, worm, spyware, or any other computer code, file, or program that may or is intended to disable, overburden, impair, damage, or hijack the operation of any hardware, software, or telecommunications equipment, or any other aspect of the Site or communications equipment and computers connected to the Site;
    16. violate any federal, state, or local laws or regulations or the terms of this TOU; or
    17. assist or permit any person in engaging in any of the activities described above.

7. External Sites.

The Site may contain links to other websites or other online properties that are not owned or controlled by Social Native, including, without limitation, Third Party Platforms (collectively, "External Sites"). The content of External Sites is not developed or provided by Social Native. Social Native is not responsible for the content of any External Sites and does not make any representations regarding the content or accuracy of any materials on External Sites. You should contact the site administrator or Webmaster for External Sites if you have any concerns regarding content located on those External Sites. You should take precautions when downloading files from all websites to protect your devices from viruses and other destructive programs. If you decide to access any External Sites, then you do so at your own risk. Further, you will be solely responsible for compliance with any terms of service or similar terms imposed by any External Site in connection with your use of External Sites.

8. Feedback.

While our own staff works to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the User community. If you choose to contribute by sending Social Native or our employees any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games, or other types of content), promotions, strategies, product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively "Feedback"), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending Feedback to Social Native, you agree that:

  1. Social Native has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;
  2. Feedback is provided on a non-confidential basis, and Social Native is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and
  3. You irrevocably grant Social Native perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge, and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.

9. Dispute Resolution.

  1. General. In the interest of resolving disputes between you and Social Native in the most expedient and cost effective manner, you and Social Native agree that any dispute arising out of or in any way related to this TOU or your use of the Site will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to this TOU or your use of the Site, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this TOU. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS TOU, YOU AND SOCIAL NATIVE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THIS AGREEMENT SHALL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT.
  2. Exceptions. Notwithstanding Section 9.a above, nothing in this TOU will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
  3. Arbitrator. Any arbitration between you and Social Native will be governed by the Federal Arbitration Act and the Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this TOU, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Social Native. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
  4. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail ("Notice"). Social Native's address for Notice is: 9935 S. Santa Monica Boulevard, Beverly Hills, CA 90212, Attn: Chief Executive Officer. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Social Native may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Social Native must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor with a monetary award that exceeds the last written settlement amount offered by Social Native prior to selection of an arbitrator, Social Native will pay you the highest of the following: (A) the amount awarded by the arbitrator, if any; (B) the last written settlement amount offered by Social Native in settlement of the dispute prior to the arbitrator's award; or (C) $15,000.
  5. Fees. If you commence arbitration in accordance with this TOU, Social Native will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Los Angeles County, California, but if the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Social Native for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.
  6. No Class Actions.YOU AND SOCIAL NATIVE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Social Native agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
  7. Modifications to this Arbitration Provision. Except as otherwise provided in this TOU, if Social Native makes any future change to this arbitration provision, other than a change to Social Native's address for Notice, you may reject the change by sending us written notice within 30 days of the change to Social Native's address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Social Native.
  8. Enforceability. If Section 9.f above is found to be unenforceable or if the entirety of this Section 9 is found to be unenforceable, then the entirety of this Section 9 will be null and void.

10. Limitation of Liability and Disclaimer of Warranties

  1. NEITHER SOCIAL NATIVE NOR ITS AFFILIATES (COLLECTIVELY, "SOCIAL NATIVE PARTIES") MAKE ANY WARRANTIES OR REPRESENTATIONS ABOUT THE SITE OR ANY CONTENT THEREON. ACCORDINGLY, THE SITE AND ALL CONTENT THEREON ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND THE SOCIAL NATIVE PARTIES HEREBY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. CONSEQUENTLY, YOU AGREE THAT YOU SOLELY ASSUME ALL RISKS ARISING FROM YOUR USE OF THE SITE.
  2. WITHOUT LIMITING SECTION 10.a, THE SOCIAL NATIVE PARTIES DO NOT WARRANT THAT THE SITE AND ANY CONTENT THEREON ARE FREE OF ERRORS, COMPUTER VIRUSES, OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE OR ANY CONTENT THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THEN NO SOCIAL NATIVE PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.
  3. IN NO EVENT WILL ANY SOCIAL NATIVE PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE USE OR INABILITY TO USE THE SITE AND ANY CONTENT THEREON, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF THE SOCIAL NATIVE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOCIAL NATIVE'S LIABILITY, AND THE LIABILITY OF ANY OF THE OTHER SOCIAL NATIVE PARTIES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE ARISING FROM THIS TOU IS LIMITED TO U.S. $100.

11. Third Party Disputes.

ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY IN CONNECTION WITH YOUR USE OF THE SITE (INCLUDING, WITHOUT LIMITATION, ANY OTHER USER AND ANY BRAND FOR WHOM YOU HAVE POSTED CAMPAIGN CONTENT), IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY IRREVOCABLY RELEASE THE SOCIAL NATIVE PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

12. Indemnification.

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless the Social Native Parties from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (a) your breach of this TOU; (b) your Creator Content; or (c) your access to, use, or misuse of the Social Native Content, Trademarks or the Site. Social Native will provide notice to you of any such claim, suit, or proceeding. Social Native reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section if Social Native believes that you are unwilling or incapable of defending Social Native's interests. In such case, you agree to cooperate with any reasonable requests assisting Social Native's defense of such matter at your expense.

13. Term and Termination of the TOU.

  1. Terms. As between you and Social Native, the term of this TOU commences as of your first use of the Site and continues until the termination of this TOU by either you or Social Native.
  2. Termination. You may terminate this TOU by sending written notification to Social Native at finance@socialnative.com and terminating your Account through the functionality available on the Site. Social Native reserves the right, in its sole discretion, to restrict, suspend, or terminate your access to all or any part of the Site or to terminate this TOU at any time without prior notice or liability if you breach any provision of this TOU or violate the rights of any third party on or through the Site, or if you (a) are charged with, or indicted or convicted of any felony or other crime involving moral turpitude; (b) engage in any activity or conduct (whether intentional or not) involving moral turpitude which Social Native reasonably determines: (i) is damaging to Social Native, any Brand or their reputation, (ii) is of a nature to be reasonably perceived to be offensive by the general public, (iii) causes your participation in any Campaign to be inconsistent with or detrimental to the positive, wholesome image of Social Native or any Brand; and/or (c) make any public statement or commit any public act reflecting unfavorably upon Social Native’s or any Brand’s reputation or image. Social Native reserves the right to change, suspend, or discontinue all or any part of the Site at any time without prior notice or liability. Sections 1(a), 1(b), (c), 1(d), 1(f), 1(g), 1(h), 2(b), 3(b), 3(c), 3(d), 4-15 and all defined terms used therein will survive the termination of this TOU indefinitely.

14. Consent to Electronic Communications.

By using the Site, you consent to receiving certain electronic communications from us as further described in the Privacy Policy. Please read the Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

15. Miscellaneous.

This TOU is governed by the internal substantive laws of the State of California without respect to its conflict of laws provisions. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Social Native as a result of this TOU or use of the Site. If any provision of this TOU is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this TOU, which will remain in full force and effect. Failure of Social Native to act on or enforce any provision of this TOU will not be construed as a waiver of that provision or any other provision in this TOU. No waiver will be effective against Social Native unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Social Native and you in writing, this TOU constitutes the entire agreement between you and Social Native with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter herein. The Section headings are provided merely for convenience and will not be given any legal import. This TOU will inure to the benefit of our successors and assigns. You may not assign this TOU or any of the rights or licenses granted hereunder without the prior express written consent of Social Native. Social Native may assign this TOU, including all its rights hereunder, without restriction. For the purposes of this TOU, an assignment includes, without limitation, any merger, acquisition of stock or assets, change of control or similar transaction.

16. Contact Us.

If you would like to contact us in connection with your use of the Site, then please contact us at 9935 S. Santa Monica Boulevard, Beverly Hills, CA 90212, or by email at info@socialnative.com.

17. Contact Us.

Social Native uses YouTube API Services. Google Privacy Policy, YouTube Terms of Service and Google Security Settings also apply. User access may be revoked if it does not adhere to Google Security Settings. Please visit their respective page for full policy terms.