1. Applicability

These Terms and Conditions shall apply to any User who visits or otherwise uses the Platform, whether as an Influencer or as a Business.

The User's visit, accessing or using the Platform shall constitute the User's acceptance of these Terms and Conditions, in full and without limitation. The User agrees to be bound by the provisions and obligations contained in these Terms and Conditions. If the User does not agree with these Terms and Conditions, in full or in part, the User's sole recourse shall be to not use the Platform.

2. Eligibility

PromoTone does not allow individuals below the age of sixteen (16) to use the Platform. By using the Platform, the User confirms being at least sixteen (16) years old. The User further confirms that the User is authorized to enter into agreements in its country of residence, and is not subject to any legal or judicial restrictions that would impact the User's ability to use the Platform.

The User acknowledges that PromoTone is relying on the User to comply with the eligibility provisions set forth herein. As a result, PromoTone shall not be responsible if any User does not meet the eligibility requirements specified in these Terms and Conditions.

3. User Profiles

To benefit from the services offered on the Platform, the User shall create a User profile. The User agrees that information provided by the User with respect to its User profile shall be thorough, complete, accurate, current and true. The User shall update its profile and the information contained therein as needed to ensure the information published on the User's profile remains current.

3.1 Influencer Profiles

The Influencer shall select a username for its profile. The Influencer shall ensure its User profile contains the following:

• The Influencer's profile picture
• A link to the Influencer's social media accounts
• The Influencer's number of followers
• The services offered by the Influencer, such as a shoutout, promotional ad, etc.
• The Influencer's starting price per service offered
• The pricing for the Influencer's services and applicable rates

3.2 Business Profiles

The Business shall select a username for its profile. The Business shall ensure its User profile contains the following:

• The Business' name
• A description of the Business' activities and operations
• The Business' objectives
• Categories of influencers that may be of interest to the Business

4. Permitted Usage of the Platform

The User shall be responsible for using the Platform in accordance with these Terms and Conditions and applicable laws and regulations. While using the Platform or in connection with the Platform, the User agrees not to engage, or attempt to engage, in any of the following behavior:

• Using the Platform to violate or infringe any applicable law, regulation or policy
• Using the Platform for any unlawful or illegal purpose
• Transmitting a virus or harmful components on or via the Platform
• Impersonating an individual or company, or otherwise misleading others about the User's true identity
• Collecting personal information about users of the Platform, without obtaining the required permissions
• Hacking, disassembling, or reverse engineering the Platform
• Intentionally omitting to disclose important information to PromoTone or on the Platform
• Selling, assigning or otherwise transferring the User's profile without PromoTone's prior written consent
• Disseminating or distributing spam, unsolicited material or bulk communications

5. Services Offered on the Platform

The Platform shall allow Businesses and Influencers to connect. The Platform shall match Influencers to Businesses based on the interest categories selected or indicated by the Business.

Any match by the Platform shall be notified to the relevant users via a notification on their feed. The Users may correspond by sending message requests on the Platform.

6. Transactions

A Transaction shall be entered into between the Influencer and the Business on the Platform. The Users may not enter into a Transaction on a separate website, or privately, if the Influencer and the Business initially connected via the Platform.

6.1 Types of Transactions

There are currently two types of Transactions that may be available via the Platform. One type of Transaction is fully customizable by the Influencer and the Business, who shall agree on the terms thereof.

The second type of Transaction shall consist of an offer published by the Business, which is non-negotiable and which terms have been set out by the Business. Such a Transaction shall be deemed accepted when the Influencer accepts the Business' offer and the Business pays the Influencer accordingly.

7. Influencer Obligations

The Platform requires that Influencers communicate respectfully, professionally and efficiently with Businesses. Once a Transaction has been accepted, the Influencer shall be responsible for performing the service detailed in the Transaction.

PromoTone reserves the right to ban the Influencer from the Platform, remove the Influencer's profile or otherwise disable the Influencer's profile if the Influencer fails to comply with the terms of a Transaction on three (3) occasions or more.

8. Transaction Fee

The Platform shall take an eight percent reduction for every Transaction finalized between an Influencer and a Business. The amount payable to the Platform shall be indicated in the Transaction confirmation and shall be reduced to the amount payable for the Transaction.

For avoidance of doubt, the Platform shall not charge a fee for matching users, or allowing users to interact with one another on the Platform. The Transaction fee shall only be payable to the Platform upon the occurrence of a Transaction via the Platform.

9. Subscriptions

A limited portion of the Platform shall be available to the Users for free. Without a subscription to the Platform, the number of User profiles that a User can interact with shall be limited.

To gain unrestricted and unlimited access to User profiles on the Platform, the User may purchase a subscription to the Platform (the "Subscription"). The Subscription shall be for a minimum one (1) month term.

9.1 Subscription Renewals and Cancelations

Upon the termination of the initial duration of the Subscription, the Subscription shall automatically renew for the same term, unless the User cancels the Subscription. The User may cancel its subscription at any time, by providing a one (1) month prior written notice.

9.2 No Refunds

The User agrees and understands that all payments made via the Platform are final and shall not be refunded to the User.

10. Security and Privacy

The User shall provide personal information to use certain portions of the Platform and to enter into a Transaction. PromoTone has established strict privacy and information control processes to safeguard and protect personal information provided by users on the Platform.

11. Intellectual Property

PromoTone owns the content, logos, trademarks or other intellectual property published, displayed or otherwise featured on the Platform (collectively, the "Intellectual Property") or has secured the required permission or license to publish the Intellectual Property on the Platform.

12. Disclaimers

The User understands that Platform is provided "AS IS", without any warranties of any nature, whether express, implied, or statutory.

PromoTone cannot warrant or guarantee that usage of the Platform shall produce any particular result with respect to the User's expectations or needs.

13. Limited Liability

To the extent permitted by applicable law, PromoTone shall not be liable for any and all claims, demands, actions, causes of action, judgments, damages, losses, liabilities, costs and expenses arising out of or in connection with the Platform, any usage of the Platform or Transactions involving Users.

The User acknowledges and agrees that its usage of the Platform and the Transactions shall be at the User's sole risk and expense, to PromoTone's full exclusion.

14. Jurisdiction and Venue

These Terms and Conditions shall be construed and interpreted in accordance with the laws of the State of Michigan. In the event of any dispute relating to these Terms and Conditions, the competent courts in the State of Michigan shall have exclusive jurisdiction.

15. Modifications

PromoTone may update, modify or otherwise revise these Terms and Conditions without notice, at PromoTone's sole discretion. The User's continued usage of the Platform following any modifications made to these Terms and Conditions shall constitute the User's acceptance of the revised Terms and Conditions.

16. Contact Information