CREATOR

AGREEMENT

Welcome to Ultraviolet! PLEASE READ THIS CREATOR TERMS OF USE AGREEMENT (“CREATOR TERMS”) CAREFULLY. THESE CREATOR TERMS FORM A PART OF THE TERMS OF USE AGREEMENT (THE “TERMS OF USE AGREEMENT”) BETWEEN YOU AND ULTRAVIOLET LABS, INC. (“ULTRAVIOLET,” “WE,” “US” OR “OUR”) THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES. Any capitalized terms used but not defined in these Creator Terms will have the meaning prescribed to them in the Terms of Use Agreement. These Creator Terms apply solely to the extent that you are accessing and using the Services as a Creator. If you are not a Creator, you are not subject to these Terms. To the extent there is any conflict between these Creator Terms and the Ultraviolet Terms of Use Agreement, these Creator Terms will control with respect to the subject matter herein.

BY CLICKING “I ACCEPT,” WITH RESPECT TO THESE CREATOR TERMS OR OTHERWISE ACCESSING OR USING THE SERVICES AS A CREATOR, OR ANY PORTION THEREOF, YOU ACKNOWLEDGE AND AGREE THAT: (i) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE CREATOR TERMS IN ADDITION TO THE REMAINDER OF THE AGREEMENT; (ii) YOU ARE AT LEAST THIRTEEN (13) YEARS OLD; (iii) YOU ARE NOT A PERSON OR ENTITY BARRED FROM USING THE SERVICES AS A CREATOR UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (iv) YOU MAY NOT ACCESS OR USE THE SERVICES AS A CREATOR UNLESS YOU HAVE BEEN, AND ARE CURRENTLY DESIGNATED AS A CREATOR BY ULTRAVIOLET, WHICH DESIGNATION MAY BE REVOKED AT ANY POINT BY ULTRAVIOLET AT ITS SOLE DISCRETION.

YOU FURTHER REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE CREATOR TERMS (ON BEHALF OF YOURSELF AND, AS APPLICABLE, THE ENTITY THAT YOU REPRESENT). IF THE INDIVIDUAL ENTERING INTO THESE CREATOR TERMS OR OTHERWISE ACCESSING OR USING THE SERVICES IS DOING SO ON BEHALF OF, OR WITHIN HIS OR HER CAPACITY AS A REPRESENTATIVE, AGENT, OR EMPLOYEE OF AN ENTITY, SUCH INDIVIDUAL AND SUCH ENTITY AGREE THAT: (i) THE TERM “YOU” AND “YOUR” AS USED HEREIN APPLY TO SUCH ENTITY AND SUCH INDIVIDUAL; AND (ii) THAT THE INDIVIDUAL ENTERING INTO THIS AGREEMENT HAS THE POWER, RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY.

THE TERMS OF USE AGREEMENT CONTAINS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE THE ULTRAVIOLET TERMS OF USE AGREEMENT FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT IF YOU DESIRE TO DO SO.

1. HOW THE SERVICES WORK.

Ultraviolet offers a platform that allows Creators, like you, to build communities and create connections with Members who subscribe to participate in the Club(s) that you develop and cultivate through the Services.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (i) OTHER THAN AS EXPRESSLY SET FORTH IN THE AGREEMENT, ULTRAVIOLET HAS NO RESPONSIBILITY OR LIABILITY RELATED TO WHETHER OR NOT YOU FULFILL A REQUEST FOR CREATOR OFFERINGS OR THE QUALITY OF YOUR PERFORMANCE; (ii) YOU PERFORM AND DELIVER ALL CREATOR OFFERINGS AT YOUR OWN RISK AND ASSUME ALL LIABILITY FOR ANY DAMAGES RESULTING FROM SUCH PERFORMANCE OR FAILURE TO PERFORM; (iii) ULTRAVIOLET HEREBY DISCLAIMS ANY LIABILITY AND YOU HEREBY WAIVE AND RELEASE ULTRAVIOLET FROM ANY CLAIMS FOR DAMAGES, INCLUDING PERSONAL OR PROPERTY DAMAGE, PERSONAL INJURY OR DEATH, OR INFRINGEMENT ARISING OUT OF OR RESULTING FROM YOUR PERFORMANCE OR DELIVERY OF ANY CREATOR OFFERINGS.

2. INDEMNIFICATION.

In addition to any indemnification obligations under the Terms of Use Agreement, you agree to indemnify and hold Ultraviolet (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of your performance or failure to deliver or perform any Creator Offerings, or your breach of these Creator Terms.

3. CREATOR VERIFICATION.

In order to access and use the Services as a Creator, you must: (i) meet any eligibility criteria designated by Ultraviolet; and (ii) comply with Ultraviolet’s then-current Creator application process, and be designated as a Creator by Ultraviolet. In designating your Account as a Creator, Ultraviolet may, and you give Ultraviolet authorization to, confirm your verified social media account, or social network service (“SNS”), which may require you to link your Account with a verified SNS, such as TikTok, Instagram, or Twitter. By allowing Ultraviolet to access your SNS, as is permitted under the applicable terms and conditions that govern your use of each SNS, you represent that you are entitled to grant Ultraviolet access to your SNS account (including, for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable SNS. By granting Ultraviolet access to any SNS accounts, you understand that Ultraviolet may, without limiting any other rights granted in the Agreement, access, make available and store (if applicable) any information, data, text, tags and/or other materials related to your verification status on such SNS.

4. EARLY CREATOR TERMS.

In consideration of performing certain content creation and social media promotional tasks as an early contributor to the Services, and as further outlined in Ultraviolet’s Early Creator webpage, Creators may have the opportunity to earn additional compensation pursuant to these terms and conditions:

4.1 Creator Obligations.

(a) Creator shall be responsible for (i) performing Creator’s obligations set forth at the Early Creator webpage, and (ii) securing the necessary rights required for Creator to grant Ultraviolet the license to the User Content and Creator Marks as set forth in this Agreement. Creator shall comply with any Content or advertising restrictions set forth in the Ultraviolet Terms of Use Agreement, or as provided by Ultraviolet from time to time.

(b) Creator is strictly prohibited from “spamming” any potential Members with invitations or other Services-related communications, including by mass emailing or messaging people Creator does not know, or by using automated systems or bots through any channel to distribute a Creator Link. Creator is prohibited from paying to advertise a Creator Link or paying or providing anything of value to any person to whom you direct the Creator Link. Any distribution of your Creator Link that could constitute unsolicited commercial email or “spam” under any applicable law or regulation is expressly prohibited and will be grounds for immediate removal from the Services, the revocation of any Early Creator Fees (as defined below) and termination of this Agreement.

4.2 Ultraviolet Obligations.

Ultraviolet will provide Creator with a URL to Creator’s unique “Link to Creator Club” that may be used by Creator to promote and sell the Ultraviolet Services, including, Creator’s Club and other Creator Offerings available for purchase.

4.3 Payment.

Ultraviolet shall pay to Creator any fees (“Early Creator Fees”) actually earned for the completion of certain Creator Obligations in accordance with our Early Creator webpage. Ultraviolet reserves the right to change the payment structure, eligibility, and Creator Obligations at any time during the term of the Agreement. Any such change to the Early Creator Fees, rates or payment structure shall go into effect ninety (90) days after the change is posted to the Early Creator webpage. To earn Early Creator Fees, prospective Members must use your Creator Link to register for an account on the Services and purchase Creator Offerings. If a prospective Member does not click on or use your Creator Link, you will not receive any Early Creator Fees in connection with such Member’s registration and purchases.

4.4 Use of Proxies.

Where you, the Creator, have approved or requested the use of a Proxy communicator to assist in responses, you acknowledge that Ultraviolet or a third party can provide communication services with your users as a supplement to your own interactions. Ultraviolet will not be held liable for any damages resulting from the use of proxy communicators.

5. TRADEMARK LICENSE.

5.1 Creator Marks.

Creator hereby grants to Ultraviolet a perpetual, nonexclusive, non-transferable, worldwide, royalty-free right and license, with the right to sublicense, to use, reproduce, publicly display and distribute Creator’s trademark(s), name and logo(s) (collectively “Creator Marks”) and Creator’s voice, appearance, likeness and all other rights of publicity and aspects of Creator’s identity (collectively, “Likeness”) in connection with the Services, including but not limited to, naming Creator as a founding contributor to the Services. Use of the Creator Marks shall inure exclusively to the benefit of Creator, and Ultraviolet shall not acquire any rights therein.

5.2 Ultraviolet Marks.

Ultraviolet hereby grants to Creator a nonexclusive, non-transferable, worldwide, royalty-free right and license to use Ultraviolet’s trademarks and logo (collectively “Ultraviolet Marks”) for the purpose of fulfilling Creator’s social media and other obligations set forth in these Creator Terms and at our Early Creator webpage, and to otherwise promote the Ultraviolet Services. Use of the Ultraviolet Marks shall inure exclusively to the benefit of Ultraviolet, and Creator shall not acquire any rights therein. If Ultraviolet notifies Creator that Creator’s use of the Ultraviolet Marks is not in compliance with Ultraviolet’s trademark policies, Creator shall immediately take such steps as are necessary for compliance with such policies. If Creator fails to comply, Ultraviolet shall have the right to suspend Creator’s use of the Ultraviolet Marks.

6. PAYMENT.

6.1 Payment Methods.

As a Creator, you must provide a valid method of accepting payment (“Payment Acceptance Method”), such as a bank account, PayPal account, or any other method accepted by Ultraviolet at the time of withdrawal registration. You must keep your Payment Acceptance Method current. If this information changes, we may update it using information and third-party sources available to us without any action on your part. If you do not want us to update your information, you may contact your issuer to request this or remove your Payment Acceptance Method from your Account.

6.2 Payment Terms.

As a Creator, you may be entitled to receive payment when Members subscribe to your Club or purchase Creator Offerings. Once a fan makes a purchase through the Services, Ultraviolet or its third party payment provider will collect the Fees from the applicable Member and pay the amount of the Fees collected from such Member to you, less any applicable Ultraviolet Fee (such payout, the “Creator Fee”).

6.3 Ultraviolet Services Fee.

In exchange for Ultraviolet’s provision of the Services, you acknowledge and agree that Ultraviolet is entitled to collect a percentage of the Fees paid by Members (the “Ultraviolet Services Fee”) prior to payment of any Creator Fee to you.

6.4 Fee Calculation.

The Services Fee (also known as the Platform Fee) is a minimum of 20% of applicable amounts, calculated after the deduction of processing and other payment-related fees, and is determined in accordance with the Company's pricing practices in effect at the time of the transaction. The Company reserves the right to offer reduced fees in its sole discretion under limited circumstances. Additional charges may also apply, including convenience fees, fees associated with withdrawals or related transactions, and fees for optional management services made available to you. The Company may modify any of the foregoing from time to time. Pursuant to Section 4, you may also be eligible to receive payment from the Company through your designated payment method upon completion of certain promotional activities, subject to applicable eligibility requirements and terms.

6.5 Platform Maintenance and Inactivity Fee.

As a Creator, you acknowledge and agree that Ultraviolet makes substantial and ongoing investment in the maintenance, development, support, and operational readiness of the Services and the infrastructure supporting your Club, including but not limited to server costs, content delivery, platform security, customer support, and the preservation and availability of Creator data and Member relationships. In order to sustain these ongoing investments and to encourage the active use and growth of Creator Clubs, Ultraviolet reserves the right, in its sole and absolute discretion, to assess a monthly platform maintenance and inactivity fee (the “Inactivity Fee”) against any Creator account that Ultraviolet determines, in its sole judgment, to be inactive or insufficiently active.

(a) Determination of Inactivity. Ultraviolet shall determine, in its sole and absolute discretion, whether a Creator account is inactive or insufficiently active. Such determination may be based on any criteria Ultraviolet deems relevant, including but not limited to login frequency, content creation or posting activity, Member engagement metrics, Club growth, responsiveness to Members, use of platform features, or any other behavioral, qualitative, or quantitative indicators as measured by Ultraviolet’s proprietary systems and algorithms. Ultraviolet is under no obligation to disclose the specific criteria, thresholds, methodologies, or algorithms used to make such determination, and may modify such criteria at any time without prior notice to Creator.

(b) Fee Amount and Adjustments. The Inactivity Fee shall be One Hundred U.S. Dollars ($100.00) per month, or such other amount as Ultraviolet may establish from time to time in its sole discretion. Ultraviolet reserves the right to increase, decrease, or otherwise modify the Inactivity Fee amount at any time, with or without prior notice to Creator, and any such modification shall be effective immediately upon Ultraviolet’s determination or upon posting of an updated fee schedule to the Services, whichever occurs first. Continued use of, or maintenance of an account on, the Services following any such modification constitutes Creator’s acceptance of the updated Inactivity Fee.

(c) Method of Collection. Creator acknowledges and agrees that the Inactivity Fee may, at Ultraviolet’s sole option and discretion, be deducted from any funds held in or credited to Creator’s account on the platform, including but not limited to earned but unwithdrawn Creator Fees, Early Creator Fees, or any other balance or credit associated with Creator’s account (collectively, “Available Balance”). Ultraviolet may, but is not obligated to, collect the Inactivity Fee by deduction from the Available Balance. Ultraviolet further reserves the right, in its sole discretion, to collect the Inactivity Fee through any other payment method on file, by invoice, by offset against future earnings, or by any other commercially reasonable means. The election by Ultraviolet to collect or not collect the Inactivity Fee in any given month shall not constitute a waiver of Ultraviolet’s right to collect the Inactivity Fee in any subsequent month.

(d) No Obligation to Assess; Selective Enforcement. Nothing in this Section shall be construed to obligate Ultraviolet to assess the Inactivity Fee against any particular Creator account or during any particular period. Ultraviolet may, in its sole discretion, choose to assess, waive, suspend, reduce, or forgo the Inactivity Fee for any Creator at any time and for any reason, without obligation to do so for any other Creator or to provide an explanation for such decision. The selective or inconsistent assessment of the Inactivity Fee shall not create any obligation, expectation, or precedent with respect to any Creator.

(e) Cumulative Remedy. The Inactivity Fee is in addition to, and not in lieu of, any other rights, remedies, or fees available to Ultraviolet under this Agreement, the Terms of Use Agreement, or applicable law, including without limitation the right to suspend or terminate Creator’s account, revoke Creator status, or withhold or offset any amounts owed to Creator.

(f) No Refunds. All Inactivity Fees assessed and collected are non-refundable and final. Creator waives any right to dispute, contest, or seek reimbursement of any Inactivity Fee assessed by Ultraviolet.

6.6 Payment Processor.

Ultraviolet uses a Payment Processor as the third-party service provider for payment services (e.g., card acceptance, and related services). By using the Services as a Creator, you hereby consent and authorize Ultraviolet and our Payment processor to share any information and payment instructions you provide with third party service provider(s) to the minimum extent required.

6.7 Limited Payment Agent.

You appoint Ultraviolet as your limited payments agent for the sole purpose of receiving, holding and settling payments due to you for certain services paid for by Members in accordance with the Terms of Use Agreement. Ultraviolet will settle payments that are actually received by Ultraviolet (from Members) to you, less any amounts owed to Ultraviolet, including without limitation, the Ultraviolet Services Fee and any applicable Inactivity Fees. You agree that a payment received by Ultraviolet, on your behalf as a Creator, satisfies a Member’s obligation to make payment to you, regardless of whether Ultraviolet actually settles such payment to you. If Ultraviolet does not settle any such payments as described in this Agreement to you, you will have recourse only against Ultraviolet and not the Member, as payment is deemed made by the Member to you upon constructive or actual receipt of funds by Ultraviolet. You acknowledge and agree that in accepting this appointment as your limited payments agent, Ultraviolet assumes no liability, and hereby disclaims all liability that may arise from any acts or omission by you, and you understand that Ultraviolet’s obligation to settle funds to you is subject to and conditional upon the Member’s actual payment.

6.8 Taxes.

Creator is solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of the Creator Fee to Creator under these Creator Terms and agrees to do so in a timely manner. Creator acknowledges that fees earned in connection with the Services (e.g., Early Creator Fees, Creator Fees, collectively “Fees”) are taxable as income to Creator and that Creator is responsible for the payment of all taxes in connection with the Services. As a condition of receiving Fees, Creator may be issued an IRS Form 1099 and must provide Ultraviolet with a valid Social Security Number or Taxpayer ID for tax reporting purposes. Noncompliance with this requirement will result in termination of any Fees for which Creator may be eligible.

Ultraviolet reserves the right, in its sole discretion, to revoke or void any Early Creator Fees which it deems to be earned in violation of this Agreement, including without limitation, by distribution of your Creator Link or other Services-related communications through unauthorized channels or in violation of any applicable laws, rules, or regulations.

7. NO EMPLOYMENT RELATIONSHIP.

Neither these Creator Terms nor your performance hereunder creates an association, partnership, joint venture or relationship of principal and agent (other than the limited agency appointment as set forth in Section 6.7, above), or employer or employee, between Ultraviolet and you, or between Ultraviolet and your employees and agents. You and Ultraviolet each agree that you (and your employees and agents, if applicable) will not receive any Ultraviolet-sponsored benefits from Ultraviolet where benefits include, but are not limited to, paid vacation, sick leave, medical insurance and 401k participation. If you, your employees or agents, are reclassified by a state or federal agency or court as Ultraviolet’s employee, you, and your employees or agents, as applicable, will become a reclassified employee and will receive no benefits from Ultraviolet, except those mandated by state or federal law, even if the terms of Ultraviolet’s benefit plans or programs in effect at the time of such reclassification would otherwise render you, or your employees or agents as eligible for such benefits. You acknowledge that it is your sole responsibility for complying with all federal, state and local tax filing and payment obligations that pertain to any remuneration received in connection with performing services as processed by Ultraviolet in connection with this Agreement, including your sole responsibility for all tax withholding, Social Security, Worker’s Compensation Insurance, FICA, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pensions and other obligations or benefits (collectively “Remuneration Responsibilities”) and you agree to indemnify and hold harmless Ultraviolet in respect of any claims that may be made by the relevant authorities against Ultraviolet in respect of Remuneration Responsibilities, or similar relating to the Creator Offerings you make available through the Services. You acknowledge that Ultraviolet is not rendering legal, tax or investment advice, nor is Ultraviolet a fiduciary of yours. Accordingly, you acknowledge that you may seek advice from an appropriate professional to comply with any and all applicable federal, state and local laws or ordinances.

8. REPRESENTATIONS AND WARRANTIES.

By accessing and using the Services as a Creator, you represent and warrant that: (i) the information you have provided to Ultraviolet, including the information related to your SNS account and any other eligibility criteria for Creator are complete and accurate; (ii) you are not impersonating any other individual or third-party; (iii) you have obtained all consents necessary to perform or deliver any Creator Offerings; and (iv) you will not engage in any illegal activity in connection with performing or delivering any Creator Offerings, or any gross negligence by act or omission, or willful misconduct.

9. CLUB TERMS.

Each Member’s access to a Club, and purchase of Creator Offerings through the Services will be subject to a user agreement between you and the Member (as defined in the Terms of Use Agreement, the “Club Terms”). You agree that the Club Terms will, at a minimum, protect Ultraviolet and its intellectual property to at least the same degree as the Agreement. You acknowledge and agree that: (i) any sample Club Terms (“Sample Terms”) made available by Ultraviolet are provided as a courtesy, and for reference only; (ii) Ultraviolet does not warrant that the Sample Terms will be appropriate for any particular Creator Offerings; and (iii) your use of all or part of the Sample Terms is at your own risk and our provisioning of the Sample Terms to you shall not be considered legal advice.

10. TERM AND TERMINATION.

Subject to this Section, these Creator Terms will remain in full force and effect while you use the Services. We may suspend or terminate your rights to access and use the Services as a Creator at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. Notwithstanding the foregoing, Ultraviolet reserves the right to disable your Creator Link, and revoke any Early Creator Fees for which you may otherwise be eligible. Upon termination of the Agreement or your rights to access and use the Services as a Creator, these Creator Terms and your right to access and use the Services as a Creator will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Ultraviolet will not have any liability whatsoever to you for any termination of your rights under these Creator Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2, 5, 6.5, 6.8, 7, 8, 9, and 10.

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