General Terms and Conditions for Digital Services

1. INTRODUCTION

These General Terms and Conditions (“General Terms”) constitute a legal agreement between you and FameUp, Inc., a Delaware corporation, with principal office at 3500 South DuPont Highway, County of Kent, Dover, DE 19901, and these Terms govern your use of our website available at https://fameup.com/en/ (“Website”), mobile application available for download at:

https://play.google.com/store/apps/details?id=net.fameup.app

and

https://apps.apple.com/tt/app/fameup/id1510511383

(“FameUp App”, and collectively with the Website, the “Digital Services”) and any content or features available through the Digital Services (“Materials”).

Your use of the FameUp App will be subject to additional terms and conditions found at our Terms and Conditions for FameUp App .

Throughout these Terms we will refer to you as “you” or “your”, and we will refer to FameUp, Inc. as “us”, “we” or “FameUp”.

READ THESE GENERAL TERMS CAREFULLY BEFORE ACCESSING OR USING THE DIGITAL SERVICES. YOU MUST AFFIRMATIVELY ACCEPT THESE TERMS BY CLICKING “ACCEPT” BELOW IN ORDER TO ACCESS OR USE THE DIGITAL SERVICES. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE DIGITAL SERVICES, AND WE RESERVE THE RIGHT TO TERMINATE YOUR ACCESS TO OR USE OF THE DIGITAL SERVICES.

NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH THE COMPANY. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.

1.4 Two Types of Campaigns Facilitated. FameUp facilitates two distinct types of Collaborations and Campaigns through the Digital Services: (i) Cash Campaigns, in which the Influencer receives monetary compensation processed through the FameUp App; and (ii) Barter Campaigns, in which the Influencer receives goods, services, or experiences directly from the Brand in exchange for content creation services and the assignment of intellectual property rights, without monetary intermediation by FameUp. Brands may access the Digital Services through a recurring Subscription Plan paid to FameUp, which constitutes consideration EXCLUSIVELY for FameUp’s intermediation, matchmaking, and platform services.

1.5 FameUp Is NOT the Source of Income for Barter Campaigns. For purposes of U.S. federal, state, and local tax law (including but not limited to the Internal Revenue Code, “IRC”), FameUp acts solely as a technical intermediary and matchmaking platform. FameUp is NOT the payer or source of record for any Barter Compensation under IRC § 6041, IRC § 6045, IRC § 6041A, or any analogous federal or state provision. The Brand, as the source of the Barter Compensation, is responsible for any applicable information reporting (Form 1099-NEC, Form 1099-MISC) and for the collection of Form W-9 from the Influencer when required. FameUp will not issue Forms 1099, W-2, or any other tax forms with respect to Barter Compensation.

1.6 Self-Sufficiency of These Terms for Barter Campaigns. These Terms are designed to be self-sufficient for Influencers participating in Barter Campaigns who have not signed a separate Content Creator Agreement. Acceptance of these Terms by an Influencer constitutes (a) full acceptance of all obligations applicable to Barter Campaigns set forth in Sections 6, 7, 9, 10, and 12 of these Terms; (b) full assignment of intellectual property rights in Deliverables produced in Barter Campaigns; and (c) full acknowledgment of tax obligations on Barter Compensation. An Influencer who wishes to participate in Cash Campaigns, request a cash payout, or be eligible for retroactive payout for prior off-platform Collaborations must execute the separate Content Creator Agreement, complete W-9/W-8BEN tax verification, and meet additional requirements set forth in Section 6.2 and Section 7.2.

2. GENERAL USE

The Digital Services are not intended for children under the age of 18. By using the Digital Services, you promise that you are at least 18 years of age. No one under age 18 may provide any information to or through the Digital Services. If you are not yet 18 years old, do not use or provide any information on or through the Digital Services or any feature thereof. If you believe we might have any information from a child under 18, please contact us at contact@fameup.com.

In these Terms, we grant you a limited, personal, non-exclusive and non-transferable right to use the Digital Services and the Materials, and your right to use the Digital Services and the Materials is conditioned on your compliance with these Terms. You have no other rights in the Digital Services or any Materials, and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Digital Services or Materials in any manner.

If you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials (and any copies thereof).

The Digital Services are not directed to children under 13, and we do not knowingly collect personal information from children under 13. If we discover such information, we will delete it. The Digital Services comply with the Children’s Online Privacy Protection Act (“COPPA”, 15 U.S.C. § 6501 et seq.).

2A. DEFINITIONS

As used in these Terms, the following capitalized terms shall have the meanings set forth below:

“Barter Campaign” means a Collaboration or Campaign in which the Brand provides Barter Compensation directly to an Influencer in exchange for content creation services and the assignment of intellectual property rights, without monetary intermediation by FameUp.

“Barter Compensation” means the goods, products, services, experiences, gift cards, or other in-kind consideration provided by the Brand to the Influencer in connection with a Barter Campaign.

“Barter Compensation Value” or “BCV” means the Fair Market Value of the Barter Compensation as declared by the Brand in the FameUp App and accepted by the Influencer at the time of application to the Barter Campaign.

“Cash Campaign” means a Collaboration or Campaign in which the Influencer receives monetary compensation processed through the FameUp App.

“FMV” or “Fair Market Value” means the price at which the property or service would change hands between a willing buyer and a willing seller in an open market, as defined under U.S. Treasury Regulations § 1.170A-1(c)(2) and IRS Publication 561.

“FTC Guides” means the Federal Trade Commission’s “Guides Concerning the Use of Endorsements and Testimonials in Advertising” (16 CFR Part 255), as amended.

“Material Connection” has the meaning set forth in 16 CFR § 255.5 and includes any business or family relationship between the Influencer and Brand that might materially affect the weight or credibility of an endorsement, including the receipt of free or discounted goods, services, or experiences.

“Subscription” or “Subscription Plan” means a recurring monthly or annual fee paid by a Brand to FameUp for access to the Digital Services and FameUp’s intermediation services.

“U.S. Privacy Laws” means the California Consumer Privacy Act (as amended by the California Privacy Rights Act, “CCPA/CPRA”), the Virginia Consumer Data Protection Act (“VCDPA”), the Connecticut Data Privacy Act (“CTDPA”), the Utah Consumer Privacy Act (“UCPA”), the Colorado Privacy Act (“CPA”), and any other state-level data protection law applicable to the processing of personal information of U.S. residents.

3. DIGITAL SERVICES

These Terms set out the general terms governing your access and use of the Digital Services. Your use of the Digital Services either (1) as user of the Digital Services as a representative of a business or as a natural person, for own benefit (“Brand”), or (2) as user of the Digital Services with intention of promoting products and/or services published by the Brands as an influencer (“Influencer”) is subject to these Terms, as well as additional terms and conditions.

FameUp provides only a marketplace venue. FameUp is not a party to contracts between Brands and Influencers, does not provide advertising services, and does not guarantee campaign results.

These Terms apply to you as soon as you first access the Digital Services, and you are deemed to have agreed to be bound by them upon such first access. When accepted by you, the Terms form a legally binding agreement between you and FameUp. If you do not wish to continue to be bound by these Terms, please stop using the Digital Services now.

4. USE RESTRICTIONS

You may not: (i) modify, disassemble, decompile or reverse engineer the Digital Services, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Digital Services to any third-party or use the Digital Services to provide time sharing or similar services for any third-party; (iii) make any copies of the Digital Services; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Digital Services, features that prevent or restrict use or copying of any content accessible through the Digital Services, or features that enforce limitations on use of the Digital Services; or (v) delete the copyright and other proprietary rights notices on the Digital Services. You acknowledge that we may from time to time issue upgraded versions of the Digital Services, and may automatically electronically upgrade the version of the Digital Services that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that these Terms will apply to all such upgrades. The foregoing license grant is not a sale of the Digital Services or any copy thereof, and we and our third-party licensors or suppliers retain all right, title, and interest in and to the Digital Services (and any copy of the Digital Services). Standard carrier data charges may apply to your use of the Digital Services.

5.LINKS TO OTHER AGREEMENTS AND/OR DIGITAL SERVICES

In addition to these Terms, we will also enter into several other agreements.

As such, if you use the Digital Services as a Brand, you must be at least 18 years of age and will also be bound by special terms and conditions (“Advertiser Agreement”). If you use the Digital Services as an Influencer, you will also be bound by special terms and conditions (“Content Creator Agreement”).

Applicability of the Content Creator Agreement. The Content Creator Agreement is required for Influencers who: (a) wish to receive cash payouts through the FameUp App (Cash Campaigns); (b) wish to receive retroactive payouts for prior off-platform Collaborations; or (c) wish to access advanced features that explicitly require its execution. An Influencer who participates ONLY in Barter Campaigns is NOT required to execute the Content Creator Agreement; in such cases, these Terms (in particular Sections 6.2, 7.2, 7.3, 9, 10, 12, and 14 below), together with the FameUp Privacy Policy, govern the Influencer’s relationship with FameUp and incorporate the obligations applicable to Barter Campaigns. By participating in any Barter Campaign, the Influencer expressly accepts those Sections as a complete framework for tax obligations, FTC disclosure obligations, intellectual property assignments, content delivery obligations, quality and safety obligations, and applicable penalties.

Applicability of the Advertiser Agreement. The Advertiser Agreement governs the Brand’s relationship with FameUp, including detailed Subscription terms, Cash Campaign mechanics, detailed Barter Campaign mechanics, FTC obligations, indemnification, and insurance requirements. By creating a Business Account, the Brand is deemed to have accepted these Terms and the Advertiser Agreement; in case of conflict between these Terms and the Advertiser Agreement, the more specific provision applicable to Brand activities will control.

Moreover, by accessing the Digital Services, you are deemed to have agreed to our Privacy Policy and Cookies Policy located at https://fameup.com/en/privacy-policy/ and https://fameup.com/en/cookies/ that set out the details of how your personal data will be processed by us following your access of the Digital Services.

If a conflict arises, (i) a separately signed agreement prevails; (ii) the Advertiser Agreement or Content Creator Agreement prevails over these Terms for that user role; and (iii) these Terms prevail over FAQs or guidance materials.

The Digital Services may contain links to other digital services and/or social media platforms. These other digital services and/or social media platforms are subject to the applicable terms and conditions of the said Digital Services and/or social media platforms. You are encouraged to review these applicable terms and conditions before accessing, engaging or interacting with these links.

6. ACCESS TO THE DIGITAL SERVICES

Your interactions and communications with us will take place almost entirely through the Digital Services. There are certain exceptions where we may interact and communicate with you via direct email, telephone or in person, as indicated in Section 13 below, but in general you should expect that you will not be able to communicate with us via any means other than through the Digital Services.

Once you access the Digital Services, whether it is through downloading the FameUp App or through accessing the Digital Services through our Website, you will be requested to create an account and provide in your profile certain information, as further described below:

6.1. ACCESS TO THE DIGITAL SERVICES AS A BRAND

If you intend to access and use the Digital Services as a representative of a business or as a natural person, for your own benefit for the purpose of publishing offers for promotional campaigns (“Campaign”) with the Influencers, you will have to set up a Business Account and provide in your profile certain information such as full name, email address, phone number, location and other data necessary to establish contacts.

Subscription Plans. Brands may access the Digital Services through a recurring Subscription Plan, billed monthly or annually, at the rates published in the FameUp App. The Subscription is consideration EXCLUSIVELY for FameUp’s intermediation services and does NOT constitute payment to any Influencer or compensation for Barter Compensation provided in Barter Campaigns. Subscriptions auto-renew by default; Brands may cancel through the FameUp App at least three (3) days before renewal. Brands purchasing annual Subscriptions may request a full refund within fourteen (14) days of initial purchase (“14-Day Money-Back Guarantee”). The recurring nature of the Subscription is hereby disclosed in compliance with California Business and Professions Code §§ 17600-17606, New York General Obligations Law § 5-903, and analogous state laws.

Brand Tax Responsibilities for Barter Campaigns. If a Brand initiates a Barter Campaign, the Brand acknowledges and agrees that: (a) the Brand, not FameUp, is the source of the Barter Compensation under IRS rules; (b) the Brand is solely responsible for collecting Form W-9 from any Influencer prior to providing Barter Compensation that may trigger reporting thresholds (currently $600 per calendar year for Form 1099-NEC or 1099-MISC); (c) the Brand is solely responsible for issuing the appropriate Form 1099 and filing it with the IRS; (d) the Brand will declare the Barter Compensation Value (BCV) accurately and not artificially understated, and will retain documentation supporting the BCV for at least three (3) years; (e) sales tax, use tax, and any other applicable transaction taxes are the Brand’s sole responsibility; (f) the Brand will NOT represent to the IRS, any state tax authority, or any third party that FameUp is the source or payer of any Barter Compensation. Detailed Brand obligations are set forth in the Advertiser Agreement.

6.2. ACCESS TO THE DIGITAL SERVICES AS AN INFLUENCER & ELIGIBILITY CRITERIA

If you intend to access and use the Digital Services as an Influencer, you will have to set up an Influencer Account and provide in your profile certain information such as full name, date of birth, gender, email address, phone number, location, and personal interests.

To receive cash payouts, you must complete verification with our payment provider (e.g., Stripe), including providing tax forms (W-9 for U.S. persons, W-8BEN for non-U.S. persons). FameUp does not directly collect Social Security Numbers or Tax Identification Numbers.

The conditions apply when setting up an Influencer Account:

• You must connect at least one social network platform (Instagram and/or TikTok) to your account and fulfill the approval conditions for at least one connected social network platform.
• Your indicated social network profile must be public.
• You must have at least 500 followers on the indicated social network profile.
• Your engagement on the indicated social network profile has to be at least 5% for Instagram and 10% for TikTok.
• You must have at least three posts in the last week prior to your setting up of the Influencer Account.
• You must have at least 6 posts on the indicated social network profile.
• You must have high-profile content (as reasonably determined by FameUp) on the indicated social network profile, with a mix of advertising/sponsored posts and personal content.

After we verify that your account meets the eligibility criteria herein, you will be able to finish setting up your Influencer Account and access offers of the Campaign published by Brands. We reserve the right to update the previous conditions and establish additional conditions that will have to be respected and implemented by the Influencer within the reasonable time that will be brought to his attention.

By creating an Influencer Account, you acknowledge that (a) you will be acting as an independent contractor, (b) you are solely responsible for all taxes arising from compensation earned through the Digital Services, INCLUDING THE FAIR MARKET VALUE OF ANY BARTER COMPENSATION RECEIVED IN BARTER CAMPAIGNS UNDER IRC § 61(a) AND IRS PUBLICATION 525, (c) no cash payout will be made until you have signed the Content Creator Agreement and completed tax verification with our payment provider, BUT NO SIGNED CONTENT CREATOR AGREEMENT IS REQUIRED FOR PARTICIPATION IN BARTER CAMPAIGNS, and (d) payouts to non-U.S. tax residents may be subject to U.S. federal income tax withholding as required by applicable law.

Barter Campaign Participation Framework. An Influencer may participate in Barter Campaigns based solely on acceptance of these Terms, without execution of the Content Creator Agreement. By applying to and accepting any Barter Campaign, the Influencer expressly:

• (a) accepts all obligations applicable to Barter Campaigns set forth in Section 7.2 (Barter Mechanics for Influencers), Section 7.3 (Barter Penalties), Section 9 (Intellectual Property), Section 10 (User Submissions), Section 12 (FTC Disclosures), and Section 14 (Liability) below;
• (b) acknowledges that Barter Compensation constitutes taxable gross income at its FMV under IRC § 61(a), reportable on Schedule C if the Influencer is self-employed, and that the Influencer may be subject to self-employment tax (currently 15.3% under IRC §§ 1401, 1402);
• (c) acknowledges that the Brand, not FameUp, may be required to issue Form 1099-MISC or 1099-NEC for cumulative Barter Compensation of $600 or more in a calendar year, and that the absence of a Form 1099 does NOT relieve the Influencer of the obligation to report the income;
• (d) agrees to retain documentation supporting the BCV (campaign details, screenshots, photos of received Barter Compensation) for at least three (3) years;
• (e) agrees not to represent to the IRS, any state tax authority, or any third party that FameUp is the source or payer of Barter Compensation;
• (f) assigns to FameUp (and through FameUp to the Brand) all intellectual property rights in the Deliverables produced in the Barter Campaign, on the same terms applicable to Cash Campaigns (Section 9 below);
• (g) accepts the penalties set forth in Section 7.3 in case of abandonment, non-delivery of content, FTC non-disclosure, or BCV-related misconduct.

6.3. CONDITIONS WITH RESPECT TO THE BUSINESS AND INFLUENCER ACCOUNTS

Irrespective of the type of account you set up, all information provided must be current, correct, and complete. Incomplete, ineligible, or incomprehensible information will not be valid. You must be logged in to your Business Account or Influencer Account each time you want to use the Digital Services. You may not use another person’s account to access any Digital Services without their permission.

You are solely responsible for maintaining the confidentiality of your account details and for any activity in your Business Account or Influencer Account. You may not post, transmit or share information on the Digital Services that you do not own or have permission to display, publish or post. You agree to indemnify and hold harmless each and any other user of the Digital Services and FameUp and its affiliates from and against any loss, damages or costs arising from or in connection with any content you post on the Digital Services.

You agree to immediately notify FameUp of any unauthorized use of your Business Account or Influencer Account or any other breach of security. FameUp will not be liable for any loss or damage caused by non-compliance with this provision.

FameUp reserves the absolute discretion to terminate your Business Account or Influencer Account and/or access to the Digital Services if it believes that you are abusing or modifying the Digital Services in any way and/or that you have violated these Terms. FameUp reserves the right to recover damages or other compensation from the person who violated the aforementioned provisions.

7. USE OF THE DIGITAL SERVICES

7.1. USE OF THE DIGITAL SERVICES AS A BRAND

Once you set up the Business Account, you can start connecting with the Influencers who use the Digital Services and that have an Influencer Account by creating a “collaboration” using the settings of the Digital Services.

Once you create a collaboration using the settings of the Digital Services, we will generate and send you the Advertiser Agreement.

All offers of Campaign published through the Digital Services must comply with the Advertiser Agreement. Once an Influencer has accepted your offers of Campaign, you will enter into a collaboration with such Influencer (“Collaboration”) and provide the details of each Collaboration campaign (“Collaboration Requirements”) that are binding on the Influencer.

Barter Campaign Mechanics for Brands. If the Brand initiates a Barter Campaign, the Brand:

• (a) declares the Barter Compensation Value (BCV) at the time of Campaign creation, accurately and based on the genuine Fair Market Value of the Barter Compensation;
• (b) delivers the Barter Compensation directly to the Influencer at the location, time, and conditions agreed through the FameUp App, bearing all risk and cost of delivery;
• (c) honors the QR confirmation procedure in the FameUp App at the moment of pickup, delivery, or use of the Barter Compensation;
• (d) ensures the Barter Compensation conforms to the description and BCV declared, is within shelf life if perishable, complies with all applicable federal and state laws (FDA, CPSC, USDA, California Proposition 65), and does not pose unreasonable risk to the Influencer’s health, safety, or reputation;
• (e) does not initiate Barter Campaigns involving prohibited categories (tobacco/alcohol to under-21 Influencers, cannabis in restricted jurisdictions, firearms, prescription drugs, FDA-pending products, gambling in restricted jurisdictions, securities/cryptocurrency, products targeting children under 13, or any product prohibited by federal/state law);
• (f) provides clear FTC Material Connection disclosure instructions to the Influencer, in accordance with Section 12 below;
• (g) acknowledges that the Brand becomes an independent business or controller (under U.S. Privacy Laws) for Influencer personal information received through the FameUp App in connection with the Barter Campaign (Section 26 below);
• (h) accepts the penalties set forth in Section 7.3 in case of non-delivery, non-conforming delivery, BCV understatement, or other breach.

By accepting these terms, you agree that FameUp, Inc. may disclose your identity in its portfolio of partners. You agree that FameUp, Inc. may disclose to end customers, without any approval from you, the necessary information regarding the part of previous results obtained from the use of the FameUp App in your projects, KPIs – as a success story – limited to the purpose of promotion by FameUp, Inc. of the FameUp App in order to sell other projects involving its use.

Brands must comply with advertising and consumer protection laws. Influencers must include clear disclosures such as #ad or use the platform’s disclosure tool, as required by the FTC.

7.2. USE OF THE DIGITAL SERVICES AS AN INFLUENCER

8. PAYMENTS

Your use of the Business Account may be subject to payment of certain transaction fees to us (“Paid Services”). You agree to pay all applicable fees related to your use of the Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms and you will be deemed to have agreed to the terms of such Paid Service if you are accessing the Paid Service.

We may suspend or terminate your Business Account and/or access to the Digital Services if your payment is late. Upon our request, you agree to provide a credit or debit card through the Digital Services or Payment Processors to set up your offers of Campaign. You further agree to provide the payment in accordance with the terms and conditions of the Advertiser Agreement. The terms of your payment may be determined by agreements between you and the financial institution, or credit card issuer.

Payments may be processed by third-party payment processors (the “Payment Processors”) through a payment account linked to your account on the Digital Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the applicable Payment Processor in addition to these Terms, and you agree, as a condition to making payments as a Brand or receiving payments as an Influencer, to abide by the terms and conditions of such Payment Processors, as the same may be updated from time to time.

YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE, AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY.

Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges.

8.1. PRE-LAUNCH SERVICES; EARLY ACCESS AND RESERVATION FEES

From time to time, FameUp may make available to selected users certain features, products, services, pilot programs, beta programs, paid waitlists, early access opportunities, or similar mechanisms that are not yet fully commercially launched (collectively, “Pre-Launch Services”). Participation in any Pre-Launch Services is subject to these Terms and any additional terms presented in connection with the applicable Pre-Launch Service. FameUp may charge a Pre-Launch Fee for participation, which is consideration for placement on a waitlist, priority onboarding, access to updates, or limited access to beta features. The Pre-Launch Fee does not by itself constitute activation of a subscription, a recurring billing commitment, or a guarantee of immediate access to a fully functional service. Pre-Launch Services may be modified, suspended, or discontinued at any time. Refunds may be requested before effective access is granted. Detailed Pre-Launch Service terms apply at the time of purchase.

8.2. SUBSCRIPTION PLANS (BRANDS)

(a) Subscription Access. Brands may access the Digital Services through a recurring Subscription Plan, billed monthly or annually, at the rates published in the FameUp App at the time of purchase. The Subscription Plan grants the Brand access to: (i) the matchmaking and intermediation services of the Digital Services; (ii) the right to initiate Cash Campaigns and Barter Campaigns within the limits of the selected plan tier; and (iii) basic reporting and support services.

(b) Subscription Is Compensation for FameUp Services Only. The Subscription Plan represents consideration EXCLUSIVELY for FameUp’s intermediation, technical, and platform services. The Subscription does NOT constitute: (i) payment to any Influencer; (ii) compensation for Barter Compensation provided in Barter Campaigns; or (iii) any tax payment, withholding, or contribution on behalf of any party.

(c) Auto-Renewal; Cancellation. Subscriptions auto-renew at the end of each billing cycle by charging the payment method on file, unless cancelled by the Brand at least three (3) days before the renewal date. The Brand may cancel anytime through the Digital Services; the Subscription remains active through the end of the current paid cycle. For annual Subscriptions, a full refund may be requested within fourteen (14) days of initial purchase (“14-Day Money-Back Guarantee”).

(d) State Auto-Renewal Disclosure. The recurring nature of the Subscription, the renewal dates, and the cancellation procedure are hereby disclosed in compliance with California Business and Professions Code §§ 17600-17606, New York General Obligations Law § 5-903, and analogous laws in other states. FameUp will provide periodic auto-renewal reminders as required by applicable law.

(e) Price Changes. FameUp may change Subscription pricing for future billing cycles upon at least thirty (30) days’ notice.

9. INTELLECTUAL PROPERTY

For the purposes of these Terms, “Intellectual Property Rights” means any intellectual property rights (including industrial property rights) as well as any other similar rights which may exist anywhere in the world, including but not limited to copyright, moral right, neighboring rights, sui-generis rights, rights in computer software and hardware, rights to inventions and patents, trademarks, geographical indications, ornamental designs, topographies of semiconductors, trade name rights, domain names rights, know-how rights, and rights in confidential information (including trade secrets), whether registered or not, together with their renewals, extensions, and the right to file for the registration of such rights.

The Intellectual Property Rights pertaining to FameUp App belong to Inovatie Alia SRL, a limited liability company incorporated and existing under the laws of Romania. FameUp Inc. is a licensee of Inovatie Alia SRL’s Intellectual Property Rights pertaining to FameUp.

By accessing and/or using the Digital Services, you understand that FameUp is a licensee of all Intellectual Property Rights in and to the Digital Services. Nothing in these Terms shall be construed as granting you any other rights in or to any Intellectual Property Rights in the Digital Services.

“FameUp” is a trademark that belongs to Inovatie Alia. All names, logos, and brands of third parties (e.g., TikTok, Instagram, YouTube and their respective logos) displayed on Digital Services are trademarks of their respective owners. We and our products and services are not endorsed by, sponsored by, or affiliated with these third parties.

Intellectual Property Assignment in Barter Campaigns. For Barter Campaigns where the Influencer participates without a separately signed Content Creator Agreement, by accepting these Terms and any Barter Campaign, the Influencer hereby assigns to FameUp (with the right for FameUp to sublicense to the Brand) all right, title, and interest in and to the Deliverables and Works produced in the Barter Campaign, on a worldwide, perpetual, sublicensable, royalty-free basis. The IP assignment becomes effective AT THE MOMENT OF QR SCAN CONFIRMATION in the FameUp App. The exclusivity period for the Brand’s use of the Deliverables is one hundred eighty (180) days from the date of first public communication; thereafter, the rights remain assigned but become non-exclusive. The consideration for this assignment is integrated into the BCV of the Barter Compensation. The Influencer expressly waives any claim for additional consideration with respect to the IP assignment in Barter Campaigns. The Influencer also grants to FameUp and the Brand the right and permission to use the Influencer’s Likeness (image, name, social media handles, voice, biographical information) in connection with the Deliverables, on the same terms applicable to Cash Campaigns. The Influencer waives, to the maximum extent permitted by 17 U.S.C. § 106A and applicable state law, any moral rights in the Deliverables.

10. USER SUBMISSIONS

The Digital Services may permit you as an Influencer to submit through Digital Services information, data, text, messages, photograph, videos, or other materials, including any content created by you in connection with the Collaborations (each, a “User Submission”). You agree that you are solely responsible for all of your User Submissions and that any such User Submission is considered both non-confidential and non-proprietary, and you represent and warrant that you have all rights necessary to contribute, in any manner, the User Submission through the Digital Services, in the manner in which you contribute it. Further, we do not guarantee that you will be able to edit or delete any User Submission you have submitted.

Any information or content publicly posted or privately transmitted through the Digital Services and any User Submission is the sole responsibility of the person from whom such information or content originated, and you access all such information and content at your own risk, and we are not liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it.

We may, but are not obligated to, pre-screen User Submissions or monitor the Digital Services through which User Submissions may be submitted. We are not required to host, display, or distribute any User Submissions on or through the Digital Services and may remove at any time or refuse any User Submissions for any reason.

For each Collaboration, the Influencer grants the Brand a worldwide, sublicensable, perpetual license to use the Content for its own marketing (organic and paid). The Influencer grants FameUp a royalty-free license to use the Content for operating the platform and for FameUp’s own marketing, unless opted out by notice. The Brand grants Influencers and FameUp a limited license to use its trademarks and assets solely to perform the Collaboration.

By submitting any User Submission, you are promising us that:

• You own all rights in your User Submissions or have acquired all necessary rights;
• You have paid all license fees, clearance fees, and other financial obligations;
• Your User Submissions do not infringe any third party’s Intellectual Property Rights, privacy rights, or any other legal or moral rights;
• You waive moral rights in your User Submissions to the extent permitted by law;
• Information in your User Submission is not known to be false, inaccurate, or misleading;
• Your User Submission does not violate any law and does not encourage the violation of any law (including export control, consumer protection, unfair competition, anti-discrimination, marijuana, alcohol, drug use, or false advertising);
• Your User Submission does not promote drug, alcohol, or marijuana use;
• Your User Submission is not defamatory, libelous, hateful, biased, threatening, harassing, vulgar, pornographic, obscene, or invasive of another’s privacy;
• You were not compensated by any third party for submitting the User Submission;
• Your User Submission does not contain viruses, worms, spyware, or other potentially damaging programs;
• Your User Submission does not contain confidential, proprietary, or personal information of others;
• Your User Submission does not contain unsolicited advertising, spam, chain letters, or pyramid schemes.

Retroactive IP Grant (Pre-Existing Collaborations).

“Pre-Existing Collaboration Content” means any content created by an Influencer for a Brand collaboration that (a) was initiated off-platform and (b) was created at any time prior to the Influencer’s acceptance of these Terms or onboarding of that collaboration into the Digital Services for payout. For any Pre-Existing Collaboration Content that is onboarded into the Digital Services for payout, the Influencer hereby, for good and valuable consideration, grants, effective as of the original creation date, a worldwide, transferable, sublicensable, perpetual and irrevocable license to the Brand to use, reproduce, adapt, edit, translate, distribute, publicly perform, publicly display, transmit, and create derivative works from such content for the Brand’s marketing and advertising purposes (organic and paid), across all media now known or later developed. If a Brand requires an assignment of copyright instead of a license, the Influencer hereby irrevocably assigns to the Brand all right, title, and interest in and to the Pre-Existing Collaboration Content, effective as of the original creation date.

FameUp License.

The Influencer also grants FameUp a non-exclusive, worldwide, royalty-free, transferable license (with the right to sublicense to FameUp’s service providers) to host, cache, store, process, transmit, display, and otherwise use the User Submissions and Pre-Existing Collaboration Content solely for (i) operating the Digital Services (including payouts, dispute resolution, compliance, and fraud prevention) and (ii) FameUp’s own marketing, promotional materials, and case studies, unless the Influencer opts out of FameUp marketing use by written notice.

11. CLAIMS OF COPYRIGHT INFRINGEMENT

We respect the intellectual property rights of others. Pursuant to 17 U.S.C. § 512, FameUp has implemented procedures for notices of claimed infringement. Send notices to:

DMCA Agent – FameUp, Inc., 3500 South DuPont Highway, Dover, DE 19901  Email: dmca@fameup.com

FameUp has registered a Designated Agent with the U.S. Copyright Office. To be effective, your written notice must contain your physical or electronic signature, identify the copyrighted work, identify the allegedly infringing material, provide your contact information, state your good-faith belief that the use is not authorized, and state under penalty of perjury that the information is accurate and you are authorized to act for the owner.

Counter-Notification. We will notify you that we have removed or disabled access to copyright-protected material that you provided. You may provide our Agent with a written counter-notification including your signature, identification of the removed material, statement under penalty of perjury that removal was a result of mistake, and your contact information.

Termination of Repeat Infringers. We reserve the right to terminate the account of any user who is the subject of repeated DMCA or other infringement notifications.

12. DISCLAIMERS AND FTC COMPLIANCE

We make no warranty or representation (express or implied) that the Digital Services will meet your requirements, that they will be of satisfactory quality, that they will be fit for a particular purpose, that they will be compatible with all systems, or that they will be secure.

THE DIGITAL SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE DIGITAL SERVICES OR ANY USE THEREOF, INCLUDING ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

We accept no liability for any disruption or non-availability of the Digital Services resulting from external causes, including equipment failure, communications network failure, power failure, natural events, acts of war, or legal restrictions and censorship.

FameUp is an interactive computer service under 47 U.S.C. § 230 and is not responsible for third-party content. Nothing in this Section limits liability for fraud, willful misconduct, or intellectual property infringement.

FTC Endorsement Compliance — Both Brands and Influencers. All Collaborations and Campaigns must comply with the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255), as amended.

Material Connection Disclosure. When an Influencer receives free or discounted Barter Compensation, monetary compensation, or any other valuable consideration from a Brand, this constitutes a Material Connection requiring CLEAR AND CONSPICUOUS disclosure under 16 CFR § 255.5. Both Brands and Influencers acknowledge that:

• (i) Acceptable disclosures include “#ad”, “#sponsored”, “#paidpartnership”, “#gifted_by_[brand]”, or full-sentence disclosures clearly conveying the connection (e.g., “Brand sent me this for free”);
• (ii) Vague terms such as “#partner”, “#sp”, “#thanks”, “#collab”, or “#ambassador” alone are NOT sufficient under FTC standards;
• (iii) For video content, disclosure must be both VISIBLE (text overlay) and AUDIBLE at the START of the video, not buried at the end;
• (iv) Disclosure must appear in close proximity to the endorsement, BEFORE any “more” or “see more” cut-off on social media platforms;
• (v) Disclosure must be made each time Brand or its products are mentioned, not only on the initial post;
• (vi) For Stories, each frame mentioning Brand or its products must include the disclosure.

Brand and Influencer Liability. The Brand and the Influencer are each independently and personally liable to the FTC, state attorneys general, and class action plaintiffs for non-compliance with the FTC Guides. The Brand has affirmative obligations to instruct, monitor, and require corrections from Influencers. The Influencer is personally liable for failure to disclose, regardless of Brand instructions. Both parties shall indemnify FameUp against any FTC, state, or class action claim arising from non-disclosure or improper disclosure in their Collaborations.

13. COMMUNICATION 

Any notice from you to us in connection to these Terms and/or access and/or use of the Digital Services shall be given by email to contact@fameup.com.

If you have a complaint with respect to any aspect of these Terms and/or access and/or use of the Digital Services, you should report it to us immediately by sending an email, with the word “complaint” in the subject line, from the email address you provided in your account to contact@fameup.com. We will send a response to your email within no more than 14 days after we receive it.

From time to time we may choose to not interact or communicate with you through the Digital Services. In this case, we may send you emails with information about these Terms and/or the Digital Services to the email address you provided in your account.

We may also provide notices and communications within the Digital Services (in-app or dashboard), which you agree to receive electronically.

14. LIABILITY

You shall be liable to us for any loss or damage suffered by us as a result of any breach of these Terms or of any access and/or use of the Digital Services that is illegal.

Subject to further limitations and exclusions set forth in other App Documents, we shall indemnify you only for damages caused to you by any willful breaches by us of these Terms.

For the avoidance of doubt, we shall not be liable for any losses incurred by you where we have performed our duties and functions as such are set forth in these Terms. We shall not be liable in connection with any error or inaccuracy in the information that you give us in your account.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM) ARISING OUT OF OR RELATING TO THE DIGITAL SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Our aggregate liability for claims arising out of the Digital Services will not exceed the total fees you paid to FameUp in the twelve (12) months before the event giving rise to liability. This cap does not limit liability for fraud, gross negligence, or IP infringement.

Barter Campaigns — Zero Liability of FameUp. WITHOUT LIMITING THE FOREGOING, FAMEUP’S TOTAL LIABILITY TO ANY BRAND OR INFLUENCER IN CONNECTION WITH ANY BARTER CAMPAIGN IS LIMITED TO THE PRO-RATA AMOUNT OF SUBSCRIPTION FEES PAID IN THE MONTH IN WHICH THE EVENT OCCURRED (FOR BRANDS) OR ZERO (FOR INFLUENCERS PARTICIPATING IN BARTER WITHOUT A SIGNED CONTENT CREATOR AGREEMENT, SINCE INFLUENCERS DO NOT PAY FAMEUP ANY DIRECT FEE). FAMEUP SHALL HAVE NO LIABILITY FOR:

• (i) Non-delivery, late delivery, or non-conforming delivery of Barter Compensation;
• (ii) Quality, safety, conformity, suitability, or characteristics of Barter Compensation;
• (iii) Bodily injury, illness, allergic reaction, property damage, or other harm caused by Barter Compensation;
• (iv) Influencer no-show or performance failures in Barter Campaigns;
• (v) Recovery of BCV from Influencers (this is the Brand’s direct civil remedy);
• (vi) Tax obligations of Brands or Influencers in connection with Barter Compensation;
• (vii) FTC, state, or class action liability arising from non-disclosure of Material Connection;
• (viii) Disputes between Brand and Influencer regarding Barter Campaigns.

15. FORCE MAJEURE

A party shall not be in breach of these Terms and shall not be liable or have responsibility of any kind for any loss or damage incurred as a result of any case of force majeure, as provided by the governing law of these Terms.

16. TERMINATION

We may terminate your access to the Digital Services by a simple notice with an immediate effect, without any other judicial or extrajudicial formality, if FameUp determines that you are abusing or modifying the Digital Services in any way and/or that you have violated these Terms.

Furthermore, we may terminate your access to the Digital Services and cease to provide the services through the Digital Services by simple notice to your email address with an immediate effect, without any other judicial or extrajudicial formality, if:

• required to do so by law or an authority’s decision or because FameUp ceases to provide access to the Digital Services for any reasons; or
• FameUp deems that the provision of access to the Digital Services is no longer commercially viable.

Additionally, FameUp may terminate access to the Digital Services with immediate effect upon any of the following:

• (a) Repeated abandonment of Barter Campaigns by an Influencer (per Section 7.3);
• (b) Repeated non-delivery or non-conforming delivery of Barter Compensation by a Brand (per Section 7.3);
• (c) Systematic understatement of BCV by a Brand (more than 30% discrepancy, per Section 7.3);
• (d) Failure of any user to fulfill tax reporting obligations on Barter Compensation, creating a recharacterization risk for FameUp;
• (e) Representation by any user to the IRS, any tax authority, or any third party that FameUp is the source or payer of Barter Compensation;
• (f) Material violation of FTC Guides, U.S. Privacy Laws, FDA regulations, or any other applicable federal or state law in connection with a Campaign;
• (g) Misuse of Influencer personal data by a Brand in violation of Section 26 (Data Protection).

Upon termination, licenses already granted for delivered Content remain in effect, payment obligations survive, and Sections 8–14, 17–27 remain enforceable.

17. ASSIGNMENT

We may assign our rights and/or obligations under these Terms without your prior consent to a credible provider of similar services.

18. NO PARTNERSHIP OR AGENCY

These Terms shall not be construed so as to create a partnership or joint venture between you and us.

19. NO WAIVER

In the event that either you or we fail to exercise any right or remedy contained in these Terms, that does not mean you or we (as applicable) have waived that right or remedy.

20. SEVERABILITY

If any provision of these Terms shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions thereof shall not in any way be affected or impaired thereby.

21. CHANGES

For material changes (pricing, arbitration, refund mechanics), we will provide at least 30 days’ notice via email and in-app. Continued use after notice means acceptance. We may also change, update, add or remove provisions of these Terms from time to time. We promise to inform you of any modifications to these Terms by posting them on this Digital Services and, if you have registered with us, by describing the modifications in an email that we will send to the address that you provided during registration. If you object to any such modifications, your sole recourse shall be to cease using the Digital Services. Your continued use following notice indicates your acknowledgment and acceptance of the modifications.

22. GOVERNING LAW

These Terms are governed by the laws of the State of Delaware, and the Federal Arbitration Act governs the arbitration clause.

23. DISPUTES RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER

Please Read This Provision (the “Provision”) Carefully. It Affects Your Legal Rights.

This Provision facilitates the prompt and efficient resolution of any dispute that may arise between you and us (“Dispute”). It includes claims arising in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory.

This Provision provides that all Disputes between you and us shall be resolved by binding arbitration. By accepting these Terms, you waive your right to a jury trial or to participate in a class action, except as expressly provided below.

Pre-Arbitration Claim Resolution. For all Disputes, you must first give us 45 days to resolve the Dispute by emailing contact@fameup.com with: (1) your name; (2) your address; (3) a written description of your claim; and (4) a description of the specific relief you seek.

Exclusions / Right to Opt-Out. You may pursue a Dispute in court rather than arbitration if: (a) the Dispute qualifies for small claims court; or (b) you opt out of these arbitration procedures within 30 days from the date you first consent to these Terms (the “Opt-Out Deadline”). To opt out, email contact@fameup.com with your name, address, and a clear statement that you do not wish to resolve disputes through arbitration. If you opt out, exclusive jurisdiction lies in state or federal courts in New Castle County, Delaware.

Arbitration Procedures. Arbitration will be administered by AAA (www.adr.org) or JAMS (www.jamsadr.com) before a single arbitrator. Arbitration shall be commenced as an individual arbitration only — never as a class arbitration or consolidated proceeding. For Disputes under $75,000, AAA Consumer Rules apply; over $75,000, AAA Commercial Rules apply. The Federal Arbitration Act governs.

Public Injunctive Relief. Nothing in this Provision prevents you from seeking public injunctive relief in court to the extent such waiver would be unenforceable under applicable law.

Location: New York County, New York, or remotely by video unless the parties agree otherwise.

Payment of Fees. Upon written request before the first evidentiary hearing, FameUp will pay all arbitration filing and hearing fees. You remain responsible for your own attorneys’ fees and expert witnesses.

Class Action Waiver. The arbitrator may not consolidate more than one person’s claims or preside over a class, consolidated, or representative proceeding unless all parties specifically agree in writing. You may not be a class representative or class member without complying with the opt-out requirements above.

Jury Waiver. By accepting this Provision, you waive the right to a jury trial or trial before a judge in a public court.

Severability. If any clause within this Provision (other than the Class Action Waiver) is found illegal or unenforceable, that clause is severed. If the Class Action Waiver is found illegal or unenforceable, this entire Provision is unenforceable and Disputes will be decided by state or federal courts in New Castle County, Delaware.

Continuation. This Provision survives termination of your account.

24. APP STORE & GOOGLE PLAY

If you download the App from Apple App Store or Google Play, you agree that those providers are third-party beneficiaries of these Terms and that use of the App is also subject to their terms. Apple and Google are not responsible for support or warranties.

25. EXPORT & SANCTIONS COMPLIANCE

You agree to comply with U.S. export control and sanctions laws and not to use the Digital Services in embargoed countries or by prohibited parties. You represent that you are not on any U.S. government denied-party list.

26. DATA PROTECTION AND U.S. PRIVACY LAWS

(a) Compliance with U.S. Privacy Laws. FameUp processes personal information in accordance with the FameUp Privacy Policy and all applicable U.S. Privacy Laws, including the CCPA/CPRA, VCDPA, CTDPA, UCPA, CPA, and analogous state laws. Each user (Brand or Influencer) shall comply with U.S. Privacy Laws applicable to its own processing activities.

(b) Roles in Data Protection. For personal information processed in connection with Campaigns:

• (i) FameUp acts as a “business” (CCPA/CPRA) or “controller” (VCDPA, CTDPA, UCPA, CPA) for personal information collected through the Digital Services;
• (ii) Each Brand acts as an INDEPENDENT “business” or “controller” for Influencer personal information received through the Digital Services in connection with any Cash or Barter Campaign. Brands are NOT “service providers,” “contractors,” or “processors” of FameUp;
• (iii) Each party is independently responsible for its own compliance with U.S. Privacy Laws, including responding to consumer rights requests directed to it.

(c) Data Sharing in Campaigns. When an Influencer is accepted into a Campaign, FameUp will share with the Brand certain personal information necessary for Campaign execution, including the Influencer’s name, social media handles, profile statistics, contact information for delivery (telephone, pickup location), in-app communications, and links to delivered Content. Influencers expressly consent to this data sharing as a condition of participating in Campaigns.

(d) Brand Limitations on Data Use. Brands shall:

• (i) use Influencer personal information SOLELY for executing the agreed Campaign and applicable record-keeping;
• (ii) not retain Influencer personal information beyond what is reasonably necessary (typically not exceeding one (1) year after Campaign end, unless required by law);
• (iii) not sell or share Influencer personal information with third parties (except service providers acting on Brand’s behalf with appropriate contractual safeguards);
• (iv) not use Influencer personal information for unrelated marketing, profiling, or other secondary purposes without separate, valid consent obtained directly from the Influencer;
• (v) honor consumer rights requests (right to know, delete, correct, opt-out) made by Influencers regarding their personal information held by Brand;
• (vi) maintain reasonable administrative, technical, and physical safeguards.

(e) User Privacy Rights. Users have the rights provided by applicable U.S. Privacy Laws, including the right to know what personal information is collected, the right to request deletion (subject to legal exceptions including tax record-keeping), the right to correct inaccurate personal information, the right to opt-out of sale or sharing of personal information for cross-context behavioral advertising, and the right to limit the use of sensitive personal information. FameUp does NOT sell personal information to third parties for monetary consideration.

(f) Tax Documentation Retention. Notwithstanding the right to deletion, FameUp must retain tax-related documentation (Forms W-9, W-8BEN, 1099) for at least four (4) years from the end of the tax year, in compliance with IRS retention rules (26 CFR § 31.6001-1).

(g) Data Breach Notification. Each party shall notify the other promptly (and in any event within seventy-two (72) hours) of any actual or reasonably suspected data breach involving the other party’s personal information, including any breach that may trigger notification obligations under California Civil Code § 1798.82 or analogous state breach notification laws.

(h) COPPA Compliance. Brands shall not knowingly initiate Campaigns directed to children under thirteen (13) years of age, in compliance with the Children’s Online Privacy Protection Act (15 U.S.C. § 6501 et seq.).

27. CALIFORNIA CIVIL CODE § 1798.83

California users may request information regarding the disclosure of their personal information to third parties for direct marketing purposes by contacting privacy@fameup.com. FameUp does not currently disclose personal information to third parties for direct marketing purposes.

LANGUAGE

The parties hereto have expressly required that these Terms and all documents and notices relating thereto be drafted in the English language. Les parties aux présentes ont expressément exigé que la présente convention et tous documents et avis y afférents soient rédigés en anglais.