Terms of Service

Last Updated April 12, 2023

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This Mobile application Terms of Service Agreement (“Terms”) governs your use of the 'Members'® marketplace platform offered by Members group, Inc., doing business as 'Members' (“we”, “us”, or “'Members'”), including our website (memberstheapp.com), Mobile application (“App”), and services we provide through them (collectively, the website, App, and services referred to as our “Site”). “You” refers to you as a user of the Mobile application.

These Terms apply to users of, including visitors to, our Mobile application. Use of our Mobile application is also subject to our current Acceptable Use Policy and Community Guidelines. Your use of our Mobile application as a Talent User (defined below) is governed by the Talent Terms of Service. (“Talent Terms”).

PLEASE READ THESE TERMS CAREFULLY. By using our Mobile application or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Mobile application.

ARBITRATION NOTICE: Section 17 of these Terms contains provisions governing how claims that you and 'Members' have against each other are resolved, including any claims that arose or were asserted prior to the “Last Updated” date at the top of these Terms. It contains an arbitration agreement that will, with limited exceptions, require disputes between you and 'Members' to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement as described in Section 17: (1) you may pursue claims and seek relief against us only on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you waive your right to seek relief in a court of law and to have a jury trial on your claims.

Table of Contents

1. 'Members' Marketplace

2. 'Members' Videos

3. Business 'Members' Videos

4. Acknowledgement

5. Additional Terms

6. Eligibility

7. Fees & Payment

8. Ownership

9. Copyright and Intellectual Property Policy

10. Privacy

11. Third Party Content and Interactions

12. Links

13. Changes to our Mobile application

14. Termination and Reservation of Rights

15. Indemnification

16. Disclaimers and Limitations on our Liability

17. Arbitration Agreement and Waiver of Certain Rights

18. Other Provisions

Interaction with AI Communication in the "Members" App

19. Changes to these Terms

1. 'Members' Marketplace

By creating an account on our Mobile application, you agree to provide true, accurate, current, and complete information. You agree not to create a Mobile application account using a false identity or providing false information or if you have previously been removed or banned from our Mobile application. You are responsible for maintaining the confidentiality of your Mobile application account information, including your username and password. You are responsible for all activities that occur on or in connection with your Mobile application account and you agree to notify us immediately of any unauthorized access or use of your Mobile application account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Mobile application account.

2. 'Members' Videos

1. Through our Mobile application, you may obtain personalized videos (“'Members' Videos”) from celebrities, including athletes, actors, performers, artists, influencers, and others (each, a “Talent User”). You may submit a request to a Talent User for a 'Members' Video that is personalized for you or a third party that you identify as a recipient (“Recipient”).

2. You acknowledge and agree that the Talent User has sole discretion to determine how to fulfill your request and the content of the 'Members' Video created, and may not follow your request exactly. We reserve the right to reject any request in our sole discretion. The Talent User has up to seven days (at our sole discretion) to fulfill or decline your request. Once your request is fulfilled, your payment method will be charged the amount specified on the Talent User’s booking page on our Mobile application at the time you submitted the request.

3. 'Members' Videos are licensed, not sold. You are buying the right (or license) to use it, not the actual 'Members' Video itself.

4. Subject to your payment in full, the Talent User hereby grants to you the following limited rights to use the 'Members' Video (other than a Business 'Members' Video) solely for your own personal, non-commercial, and non-promotional purposes, subject to these Terms: a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display that 'Members' Video, in any and all media (for example, on social media platforms), whether now known or hereafter invented or devised.

5. You may not sell, resell, commercialize, or encumber your rights in any 'Members' Offering, including creating a non-fungible token (“NFT”) from any 'Members' Offering except as agreed by 'Members' in writing. You may sublicense your rights in a 'Members' Video only to the extent necessary for you to use the 'Members' Video as permitted under these Terms (for example, sharing it (if it is not a Business 'Members' Video) with friends on a social media platform or sending it to a Recipient for personal, non-commercial, and non-promotional purposes as set forth above).

6. You may use a 'Members' Video only in accordance with these Terms, which includes our Acceptable Use Policy / Community Guidelines. We may terminate all or part of the foregoing licenses at any time for any reason. We reserve the right to remove a 'Members' Video from our Mobile application at any time for any reason without any notice to you.

3. Business 'Members' Videos

1. Some Talent Users in the United States may offer 'Members' Videos for the promotion of a Recipient that is a product, service, brand, or business of a single commercial business, or not-for-profit or governmental entity from the U.S., United Kingdom, Canada, Australia, New Zealand, or Japan (each, a "Business") through our Mobile application (each, a "Business 'Members' Video"). Except as noted, each Business 'Members' Video is a 'Members' Video under these Terms. When you submit a request for a Business 'Members' Video, you must specifically identify the Business, the types of goods or services that it offers, as well as the specific product, service, or brand that you request the Talent User to mention or refer to, and any other requested information.

2. Subject to your payment in full, the Talent User hereby grants to you the following limited rights to use the Business 'Members' Video solely for the reasonable promotional purposes of the Business for 30 days from the date the Business 'Members' Video is sent by 'Members' to you (and for any additional periods that have been agreed), subject to these Terms:

• an exclusive (except as to the license granted to 'Members'), royalty-free, fully paid, worldwide,
  sublicensable, revocable license to use, reproduce, distribute, and publicly display that
  Business 'Members' Video only on or in one of the following (as designated at the time of
  the request): (A) one website or, subject to 'Members'’s prior written approval, one
  application available through the Apple App Store or Google Play, in each case, wholly-
  owned, operated, and controlled by the Business; (B) one social media account, such
  as Facebook, Instagram, LinkedIn, Snapchat, TikTok, or Twitter, wholly-owned,
  operated, and controlled by the Business, along with the right to advertise and promote
  the display of the Business 'Members' Video on the social media account through
  advertising only on the applicable social media platform or, with 'Members'’s prior written
  approval, one digital demand side platform or advertising network account for displaying
  the Business 'Members' Video on online platforms or networks, the Business’s social
  media account(s), or in-app advertising but specifically excluding, in each case, over the
  top (OTT), connected television (CTV) or similar streaming media and any marketing
  programs that pay commissions or other fees to affiliates or partners based on
  impressions or actions taken (e.g., sales generated); (C) one communication sent
  through a Business-operated and controlled channel of communication (such as an
  email blast or text message); or (D) one event conducted and operated by the Business
  (for example, a company-wide meeting or conference) for fewer than 1,000 employees or, subject to 'Members' written approval, such greater number of employees and/or attendees.

You may sublicense your rights in a Business 'Members' Video only to the extent necessary for you to use the Business 'Members' Video as permitted under these Terms (for example, posting it on a website or social media account as set forth in this section 3.b.).

3. No other use is authorized under these Terms. To request other uses (for example, additional time; use on additional websites, social media accounts, or communications; the ability to add a Business name or logo as a watermark, etc.), contact us at [email protected]

4. Business 'Members' Video Representations and Warranties: You represent and warrant that:

• the Business is located, and operates, in the U.S., the United Kingdom, Canada, Australia, New Zealand, or Japan;

• any information provided to Talent is factually correct and not misleading and is not disparaging or defamatory;

• you and the Business will comply with all applicable laws, rules, and regulations, including those that may require adding an appropriate hashtag (for example, #ad, #sponsored) or other disclosure to the Business 'Members' Video to identify it as a commercial endorsement, such as the U.S. Federal Trade Commission publication “Guides Concerning the Use of Endorsements and Testimonials in Advertising” and any similar requirements that may be applicable to you; and

• you have all rights necessary (including from the Business) to request a Business 'Members' Video on behalf of the Business, to agree to these Terms on behalf of the Business, and to request and use the Business 'Members' Video as authorized in these Terms, including all rights necessary to use any information, Business name, trademark, trade name, trade dress, or logos provided in connection with your Submission.

4. Acknowledgement

You acknowledge and agree that:

1. 'Members' will not be liable or responsible for any 'Members' Video or other offering requested by you or any Submission (defined below) you make;

2. you have no expectation of privacy with respect to any 'Members' Video requested by you or any Submission (defined below) you make, and that you will not make any request or Submission that infringes on the privacy or other rights of a third party;

3. the 'Members' watermark on each 'Members' Video must remain intact and you agree not to edit, change, modify, cover, or remove the watermark from any 'Members' Video or assist or encourage any third party to do so; you further agree not to edit, change, modify, or create any derivative work of a 'Members' Video or assist or encourage any third party to do so;

4. if you breach any provisions of these Terms, we terminate your access to our Mobile application, or we remove or ban you (or any Mobile application account you created or control), your license to use any 'Members' Video, or other offering under these Terms, terminates and you must: promptly remove all copies of any 'Members' Video, or other offering, in your possession or control, including from any social media platform; notify any Recipient of the termination and instruct them to do the same, and take any other action we reasonably request, including identifying each Recipient; and

5. without limiting any of our rights, any request you submit through our Mobile application may be rejected by us or by a Talent User; if that happens more than once, we may terminate your access to our Mobile application, remove or ban you (and any Mobile application account you created or control), or take other appropriate action in 'Members'’s sole discretion, including terminating your license to use any 'Members' Video or other offering under these Terms and requiring you to take the actions outlined in Section 4.d.‍

5. Additional Terms

Some products or services offered through the Mobile application may have additional terms and conditions (“Additional Terms”). If Additional Terms apply, we will make them available to you in connection with that product or service. By using that product or service, you agree to the Additional Terms. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless the Additional Terms say that some or all of these Terms don’t apply.

6. Eligibility

1. Age: You must be at least 18 years old (or, outside of the United States, the applicable legal age to enter into a contract) to use our Mobile application.

2. Eligibility Representations and Warranties: You represent and warrant that:

• you have not been prohibited from using or accessing any aspect of our Mobile application by us or pursuant to any applicable law or regulation;

• you will comply with all applicable terms of any third party payment provider we select, and you are not on a prohibited list of that payment provider;

• you (and any Mobile application account that you created or control) have not been previously banned or removed from our Mobile application for any reason; and

• you are not a convicted sex offender.

3. Export Control: You may not use, export, import, or transfer any part of our Mobile application except as authorized by U.S. law, the laws of the jurisdiction in which you use or access our Mobile application, or any other applicable laws. In particular, but without limitation, no part of our Mobile application may be exported or re-exported: (i) into any country embargoed by the U.S.; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using our Mobile application, you represent and warrant that: (x) you are not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; and (y) you are not listed on any U.S. government list of prohibited or restricted parties. You also will not use our Mobile application for any purpose prohibited by law. You acknowledge and agree that products, services, and technology provided by 'Members' are subject to the export control laws and regulations of the U.S. You will comply with those laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer 'Members' products, services, or technology, either directly or indirectly, to any country in violation of those laws and regulations.

7. Fees and Payment

1. Fees: The fee for a 'Members' Video or other offering is specified on the Talent User’s booking page on our Mobile application when you make your request. You agree to pay all amounts due in accordance with the payment terms in effect when you submit your request or purchase merchandise, including any applicable service, transaction, or processing fees.

2. Currency: Transactions are settled in U.S. dollars (“USD”). You will be responsible for payment of any fees or expenses imposed by your payment card provider or the payment processor to settle the transaction in USD. From time to time, 'Members' may settle transactions in a currency other than USD to reduce or eliminate the fees and expenses associated with currency conversion.

3. Payment: You may request a 'Members' Video by using a valid payment card through the applicable third party payment provider (for App for iOS, Apple’s in-app payment mechanism; for our website and App for Android, the payment provider we select). You must provide the third party payment provider with valid payment information (Visa, MasterCard, or other issuer accepted by the payment provider). You acknowledge and agree that 'Members' does not operate, own, or control the payment provider. Your use of your payment card is governed by your agreement with and the privacy policy of the payment provider, not these Terms. You agree to immediately notify the payment provider of any change in your billing address (or other information) for your payment card. You may not return or exchange a 'Members' Video and no refunds will be issued.

• App for iOS: If a Talent User rejects your request for a 'Members' Video or the 'Members' Video is not provided, your 'Members' account will be issued a credit (in USD only) for the value of your purchase. The credit will be maintained in your account and may be redeemed only for purchases on the App for iOS. If, when you make a purchase while logged into your 'Members' account on the App for iOS, your account has a credit balance, the balance will be redeemed for that purchase (until fully redeemed) and you will be charged for any remaining portion of the price. Credit balances are not refundable, cannot be transferred, cannot be used outside of the App for iOS, and expire or extinguish immediately when redeemed. By making a purchase on the App for iOS, you represent that you are a resident of a country or territory in which payment in the local currency is supported by the App (as listed here). If you are a resident of a country or territory in which payment in the local currency is not supported by the App for iOS (or located in a country or territory in which payment in the local currency is not supported by the App for iOS), your purchase will not be permitted; however, if such purchase is permitted, 'Members' reserves the right to cancel your request and no refund will be issued. The countries and territories and respective local currencies supported by the App for iOS are determined by Apple and not by 'Members' and are subject to change at any time.

• Website and App for Android: By providing your payment information, you agree that 'Members' may place a pre-authorization hold and, after your request has been fulfilled, authorize the payment provider to immediately charge you for all amounts due and payable with no additional notice to or consent from you.

• In addition, if the 'Members' Video or other offering permits, you may choose to designate an additional amount as a “tip”. You acknowledge that 'Members' does not mandate any such tip or gratuity; however, if you do choose to do so, the amount must be at least US $5.00. You agree to pay any amount you authorize as a tip; a tip is not refundable.

4. 'Members' reserves the right (but is under no obligation) to cancel your request for any 'Members' Video or other offering if: (i) your payment method is declined; or (ii) you have previously been banned or removed from our Mobile application for any reason. 'Members' also reserves the right at any time to change its fees and payment procedures, including its payment options and terms, either immediately upon posting on our Mobile application or by other notice to you.

5. Portion of Payment to Talent: Any payment for a 'Members' Video or any other offering, feature, or service on our Mobile application, such as a tip or a sticker, will be divided between 'Members' and Talent as provided for in Section 4.b of the Talent Terms of Service.

6. Payment Questions: If you have a question about a purchase made on the App or a charge to your payment card, please contact us at [email protected] We have the sole discretion to determine how billing disputes between us will be resolved.

7. Taxes: If your purchase obligates 'Members' to collect a sales tax, use tax, or any other equivalent tax (“Sales Tax”) from you, 'Members' will collect Sales Tax in addition to the fee for your purchase. If you have not remitted applicable Sales Tax to 'Members', you will be responsible for the payment of the Sales Tax (and any related penalties or interest) to the appropriate tax authority and you will indemnify 'Members' for any liability or expense 'Members' may incur in connection with the payment of Sales Taxes on your purchases. At 'Members'’s request, you will provide reasonable assistance and documentation relating to the payment of Sale Taxes on your purchases from 'Members' (for example, official receipts issued by the appropriate tax authority confirming that you have paid all applicable taxes).

8. Ownership

1. You acknowledge and agree that each 'Members' Video or other offering from a Talent User is owned by the Talent User who created it.

2. We or our licensors own all right, title, and interest in and to: (i) our Mobile application and the “look and feel” of our Mobile application, including all software, ideas, processes, data, text, media, and other content available on our Mobile application (individually, and collectively, “'Members' Content”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Mobile application, 'Members' Content, and Marks are each protected under U.S. and international laws. You may not duplicate, copy, sell, resell, commercialize, or reuse any portion of the 'Members' Content, Marks, HTML/CSS, JavaScript, visual design elements, or concepts without our prior express written consent.

3. You hereby grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised (including social media platforms), to use, reproduce, license, distribute, modify, adapt, reformat, publicly perform, publicly display, and create derivative works (for example, translations, adaptations, compilations, excerpts, or modifications) of the following for the purposes of operating and providing our Mobile application, developing and improving our products and services, and advertising, marketing, and promoting our Mobile application and our products and services: (i) any request (video, text, audio, or otherwise) that you make or send to any Talent User, including information concerning any Recipient; and (ii) any submission that you make to 'Members', whether through our Mobile application, a social media platform, third party website, or otherwise, including a reaction video, idea, intellectual property, publicity rights, customer service request, Feedback (defined below), review, photo, video, email, text, audio, post, or other communication, whether relating to you, or a third party (i) and (ii) each, individually, and collectively, a “Submission”). You represent and warrant that you either: (x) own all rights to any Submission; or (y) have all rights necessary, including with respect to any third party that contributed to, is included in, or is referred to, in any Submission, to grant to us the foregoing rights. You will not make any Submission that is confidential or proprietary or that contains or includes any information that you do not have the right to disclose or that you or any Recipient do not wish to be disclosed. 'Members' will not be responsible or liable for any use or disclosure of a Submission, including any personal information belonging to you, a Recipient, or a third party.

4. We may, for any reason, refuse to accept or transmit a Submission or refuse to remove a Submission from our Mobile application. Further, we reserve the right to decide whether a Submission violates these Terms and may, at any time, without notice to you and in our sole discretion, remove your Submission, terminate your access to our Mobile application, remove or ban you (and any Mobile application account you created or control), or take other appropriate action in our sole discretion for violation of these Terms.

5. 'Members' desires to avoid the possibility of future misunderstandings if a project developed by any 'Members' Party (as defined below) may seem similar to your Submission. If your Submission consists of any idea, suggestion, proposal, plan, or other material related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that 'Members' has no obligation (including no obligation of confidentiality or privacy) with respect to that Feedback, and you grant to 'Members' a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes), and otherwise use and exploit in any manner (including commercially), any and all Feedback.

6. You hereby waive any and all moral rights or “droit moral” that you may have in any Submission, including Feedback, and you represent and warrant that no third party has any moral, “droit moral,” or other rights in Submission, including Feedback.

9. Copyright and Intellectual Property Policy

1. Digital Millennium Copyright Act Notice: We respond to notices of alleged copyright infringement and terminate access to our Mobile application for repeat infringers. If you believe that materials on our Mobile application infringe copyright, please send the following information to the Copyright Agent named below:

• your address, telephone number, and email address;

• a description of the work that you claim is being infringed;

• a description of the material that you claim is infringing and are requesting be removed along with information about where it is located;

• a statement that you have “a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.”;

• an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and

• a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

Copyright Agent:

Members group, Inc. d/b/a 'Members'

864 prospect street, La Jolla, CA 92037

[email protected]

‍If you do not follow these requirements, your notice may not be valid. Please note, only notices of alleged copyright infringement should be sent to our Copyright Agent.

2. Termination Policy: If we determine that you are a repeat infringer, we may terminate your access to our Mobile application, remove or ban you (and any Mobile application account you created or control), and take other appropriate action in our sole discretion.

10. Privacy

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and share personal information and other data. By using our Mobile application, you agree to our Privacy Policy.

11. Third Party Content and Interactions

1. Our Mobile application may contain features and functionalities that link to or provide you with access to third party content, that is completely independent of 'Members', including 'Members' Videos, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. The contents of 'Members' Videos and other offerings that allow interactions with third parties, including between Users, on 'Members' are the sole responsibility of the people involved in those interactions. 'Members' is not responsible for the content of the interactions you may have with third parties through 'Members' Videos or other offerings. You should make whatever investigation you feel necessary or appropriate before proceeding with any contact or interaction, in connection with our Mobile application or otherwise. However, you agree not to contact or interact with any Talent User except as expressly permitted through our Mobile application. You also agree that 'Members' may, in its sole discretion, intercede in any dispute and you will reasonably cooperate with 'Members' if it does so. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities of any kind or nature incurred as the result of any such interaction. You hereby release each 'Members' Party (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes or our Mobile application. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY".

2. From time to time, an entity may be identified on a Talent User’s booking page or be associated with the Talent User elsewhere on our Mobile application as a charitable organization or a recipient of funds that are being raised (“Charity”). For example, the Talent User’s booking page may indicate that all or a portion of the Talent User’s revenue from a 'Members' Video will be given to the Charity. Those arrangements are strictly between the Talent User and the Charity. 'Members' is not a sponsor of, does not endorse, and is not affiliated with the Charity and is not a commercial co-venturer with respect to such arrangements (unless otherwise expressly stated in writing by 'Members'). Unless expressly stated, 'Members' does not control and makes no warranties about the Charity or any donation to the Charity.

12. Links

Our Mobile application may contain links to social media platforms or third party websites. You acknowledge and agree that: (a) the link does not mean that we endorse or are affiliated with the platform or website; and (b) we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your use of the platform or website. You should always read the terms and conditions and privacy policy of a platform or website before using it.

13. Changes to our Mobile application

You acknowledge and agree we may change or discontinue any aspect of our Mobile application at any time, without notice to you.

14. Termination and Reservation of Rights

You may cancel your Mobile application account at any time by contacting a member of the 'Members' team at [email protected] We reserve the right to terminate access to our Mobile application to any person, including you, at any time, for any reason, in our sole discretion. If you violate any of these Terms, your permission to use our Mobile application automatically terminates.

15. Indemnification

You agree to indemnify, defend, and hold harmless 'Members' and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, vendors, and licensors (each, a “'Members' Party,” and collectively, “'Members' Parties”) from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature arising from, out of, in connection with, or relating to: (a) these Terms; or (b) use of our Mobile application. 'Members' may select counsel for and control the defense of any claim that you are indemnifying. You will reasonably cooperate with us in connection with any claim.

16. Disclaimers and Limitations on our Liability

1. You acknowledge and agree that your use of our Mobile application is at your own risk and that our Mobile application is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, the 'Members' Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade.

2. In particular, the 'Members' Parties make no representations or warranties about the accuracy or completeness of content available on or through our Mobile application or the content of any social media platform or third party website linked to or integrated with our Mobile application. You acknowledge and agree that the 'Members' Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Mobile application; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Mobile application; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Mobile application; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content posted or shared through our Mobile application.

3. You acknowledge and agree that any material or information downloaded or otherwise obtained through our Mobile application, including any 'Members' Video, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Mobile application, including through a 'Members' Video, will create any warranty not expressly made by us.

4. You acknowledge and agree that when using our Mobile application, you will be exposed to content from a variety of sources, and that 'Members' is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against any 'Members' Party with respect thereto.

5. To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any 'Members' Party be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability, or otherwise, and whether or not 'Members' has been advised of the possibility of such damages.

6. To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by 'Members' from you during the 12 months preceding the claim giving rise to such liability.

7. Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.

8. You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between 'Members' and you.

17. Arbitration Agreement and Waiver of Certain Rights

1. Arbitration: You and 'Members' agree to resolve any disputes between you and 'Members' through binding and final arbitration instead of through court proceedings. You and 'Members' each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and 'Members' relating to these Terms or our Mobile application (each a “Claim,” and collectively, “Claims”). Any Claim will be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be in writing, will include the arbitrator’s reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs, or other documents submitted or exchanged, any testimony or other oral submissions, and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

2. Costs and Fees: If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, 'Members' will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

3. No Preclusions: This arbitration agreement does not preclude you or 'Members' from seeking action by federal, state, or local government agencies. You and 'Members' each also have the right to bring any qualifying Claim in small claims court. In addition, you and 'Members' each retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed to be either incompatible with these Terms or a waiver of the right to have disputes submitted to arbitration as provided in these Terms.

4. No Class Representative or Private Attorney General: You and 'Members' each agree that with respect to any Claim, neither may: (i) act as a class representative or private attorney general, or (ii) participate as a member of a class of claimants. You agree that no Claim may be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or 'Members'). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

5. Severability/No Waiver/Survival: If any provision of this Section 17 is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section 17 will continue in full force and effect. No waiver of any provision of this Section 17 will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section 17 will survive the termination of your relationship with 'Members'.

6. 30-Day Opt-Out Right: You have the right to opt out of the provisions of this Arbitration Agreement by sending, within 30 days after first becoming subject to this Arbitration Agreement, written notice of your decision to opt out to the following address: Members group, Inc. dba 'Members', 864 prospect street, La Jolla, CA 92037. Your notice must include your name and address, any usernames, each email address you have used to submit your 'Members' Video requests or set up an account on our Mobile application (if applicable), and an unequivocal statement that you want to opt out of this Arbitration Agreement. You agree that if you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

7. LIMITATIONS: This Section 17 limits certain rights, including the right to maintain certain court actions, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in AAA rules, and the right to certain remedies and forms of relief. In addition, other rights that you or 'Members' would have in court may not be available in arbitration.

18. Other Provisions

1. Force Majeure: Under no circumstances will any 'Members' Party be liable for any delay or failure in performance due in whole or in part to any acts of God (such as earthquakes, storms, floods, etc.), epidemics, natural disasters, unavoidable accidents, internet and communication service interruptions, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of any 'Members' Party.

2. Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms or our Mobile application will be filed only in the state or federal courts located in California. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.

3. Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.

4. No Waiver or Amendment: The failure by 'Members' to enforce any right or provision of these Terms will not prevent 'Members' from enforcing such right or provision in the future and will not be deemed to modify these Terms.

5. Assignment: 'Members' may, at any time, assign its rights and obligations under these Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.

6. Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.

19. Changes to these Terms

We may change these Terms. If we do, we will post the revised Terms on our Mobile application and update the “Last Updated” date at the top of these Terms. The revised Terms will be effective immediately if you accept them (for example, by agreeing when you create an account or login to an existing account, or using or continuing to use our Mobile application after the revised Terms have been posted); otherwise, they will be effective 30 days after posting.

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'Members' CUSTOMER REFERRAL PROGRAM

Last Updated: April 13, 2020

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These Additional Terms (which are Additional Terms as described in Section 5 of the Mobile application Terms of Service (“Site Terms”) govern your use of the Customer Referral Program (defined below). “You” and “User” refers to you as a user of the Mobile application and of the Customer Referral Program.

1. We provide each User who has created a Mobile application account with a unique referral URL (“URL”) that may be shared with the User’s friends, family members, or other personal contacts and used by them when they create a User Mobile application account for the first time, pursuant to the terms set out below (“Customer Referral Program”).

2. Participation in the Customer Referral Program is limited to: (a) each User; and (b) User’s friends, family members, or personal contacts who have never either: (i) purchased a 'Members' Video, DM, or Sticker (even without creating a Mobile application account); or(ii) created a Mobile application account. Employees, officers, directors, contractors, agents, and representatives of 'Members' may not participate.

3. For each eligible friend, family member, or personal contact who creates a User Mobile application account for the first time using your URL (each, a “Referred User”), 'Members' will issue a one-time credit to the Referred User and, after the Referred User’s first purchase of a 'Members' Video priced at the minimum amount specified or more, to you (each, a “Customer Referral Credit”) as described below:

1. After the Referred User creates a Mobile application account, 'Members' will issue a Customer Referral Credit to the Referred User’s Mobile application account (in approximately one or two business days); and

2. After the Referred User makes their first request on the Mobile application for a 'Members' Video priced at the minimum amount specified or more (a 'Members' Video only; not a 'Members' Direct, Sticker, or merchandise) and that request is paid for and fulfilled (excluding any 'Members' Video for which a promo code was used and, at 'Members'’s discretion, that was subject to a promotion), 'Members' will issue a Customer Referral Credit for that Referred User to the referring User’s (your) account (in approximately one or two business days from the date on which the request for the 'Members' video was fulfilled).

4. Notwithstanding anything to the contrary contained in these Additional Terms, you acknowledge and agree that:

1. a new User will not be one of your Referred Users under the Customer Referral Program and no Customer Referral Credit will be due to that new User or you if:

1. your URL is not used when a new User creates a new Mobile application account;

2. your friend, family member, or personal contact has previously either purchased a 'Members' Video, DM, or Sticker (with or without creating a Mobile application account) or created a Mobile application account, (with or without another URL), whether or not, in either case, under the same or different name or email address, or otherwise; or

3. anyone else has received or is receiving a Customer Referral Credit in connection with that friend, family member, or personal contact.

2. each new User may have only one referring User, and we are not obligated to pay more than one Customer Referral Credit to each Referred User for creation of a Mobile application account or to pay a Customer Referral Credit to more than one referring User with respect to any Referred User.

5. Any Customer Referral Credit received from 'Members' will be maintained in your Mobile application account and may be redeemed only for your purchase of a 'Members' Video, DM, or Sticker (not 'Members' merchandise) from our Mobile application. If your Mobile application account has a credit balance when you make a purchase while logged into your Mobile application account, the balance will be redeemed for that purchase (until fully redeemed) and your payment card will be charged for any remaining portion of the purchase price; any remaining balance will remain in your Mobile application account to be redeemed for your next purchase. If you have a credit balance in your Mobile application account, you may not use a promo code and, at 'Members'’s discretion, might not be able to participate in an offering that is subject to a promotion. A credit balance is not refundable, may not be redeemed for cash, cannot be transferred, cannot be used outside of the Mobile application, and expires or extinguishes immediately when redeemed.

6. The Customer Referral Program may be used only for personal purposes and you may share your URL only with your personal connections. You may not advertise your URL or share it with anyone other than your friends, family, or other personal contacts. The Customer Referral Program cannot be used for any commercial purpose, including affiliate lead generation. The Customer Referral Program is void where prohibited by law.

7. You represent and warrant that when you share your URL with your personal connections, you will: (a) distribute it in a personal manner; (b) not distribute it in a bulk manner; and (c) not create or send any unsolicited commercial email or a “spam” message under any applicable law or regulation. Any sharing that does not meet these requirements is expressly prohibited and constitutes grounds for immediate termination of your Mobile application account, including deletion of any Customer Referral Credits, and your participation in the Customer Referral Program. Any Mobile application account created using a URL that was distributed through an unauthorized channel will not be valid and any Customer Referral Fees issued in connection with that Mobile application account may be revoked.

8. We reserve the right to deactivate your Mobile application account and any Referred User’s Mobile application account, cancel all related Customer Referral Credits, and seek repayment, if we determine, in our sole discretion, that either you or the Referred User has: (a) tampered with the Customer Referral Program; (b) used (or attempted to use) the Customer Referral Program in a fraudulent, abusive, unethical, unsportsmanlike, or otherwise questionable or suspicious manner; (c) breached any of these Additional Terms; or (d) violated any law or regulation or infringed or violated the rights of any third party.

9. Credits do not expire, but the terms of the Customer Referral Program are subject to change at any time, for any reason, in our sole discretion. 'Members' reserves, at any time, for any reason, in its sole discretion to:

1. suspend or terminate the Customer Referral Program;

2. disqualify anyone from participating in the Customer Referral Program; and

3. revoke, refuse to issue, or refuse to redeem any Customer Referral Credits that we suspect were generated through improper channels or in violation of these Additional Terms.

Without limiting the foregoing, we reserve the right to review and investigate activities undertaken in connection with the Customer Referral Program and suspend your Mobile application account, revoke all Customer Referral Fees, or take other action in our sole discretion.

10. By participating in the Customer Referral Program, you agree to release and hold harmless 'Members' Parties from and against any and all economic liabilities, claims, damages, loss, harm, costs, or expenses, including property damage, that arise from or relate in any way to the Customer Referral Program. THIS SECTION 10 APPLIES ONLY TO ECONOMIC DAMAGES AND DOES NOT APPLY TO CLAIMS OF FRAUD OR PERSONAL INJURY.
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POLITICAL 'Members' PRODUCTS

Last Updated: December 20, 2020

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These terms are “Additional Terms” under 'Members'’s Mobile application Terms of Service (“Site Terms,” together with the Acceptable Use Policy (“Acceptable Use Policy”), Community Guidelines ("Community Guidelines"), Talent Terms of Service, including Additional Terms, each as modified from time to time, collectively, “Terms of Service”). Except as set out below each Political 'Members' Product (defined below) will be subject to the Terms of Service, and, in particular, each Political 'Members' Live Event (defined below) will be subject to the Additional 'Members' Live Mobile application Terms. Terms that are defined in the Terms of Service will have the same meaning in these Additional Terms. To the extent that these Additional Terms conflict with any other Terms of Service, these Additional Terms will govern with respect to the matters covered herein.

1. Political 'Members' Products.

1. A Talent User may offer you the opportunity to request 'Members' products or services intended to benefit a candidate, campaign, party, committee, platform, or partisan political cause (each, a “Political Committee,” and such products and services, collectively, “Political 'Members' Products”), specifically and solely including a 'Members' Video (each, a “Political 'Members' Video”) or a 'Members' Live Event (each, a “Political 'Members' Live Event”).

2. Because you will be making a non-refundable contribution to the Political Committee, you must meet all applicable requirements for such contributions, including:

1. being a United States citizen or a lawful permanent resident of the United States; and

2. meeting any other requirements established by the Political Committee, as set forth on the website of the Political Committee’s third-party payment processor.

3. You acknowledge and agree that:

1. 'Members' may discontinue offering any Political 'Members' Product at any time, for any reason, in its sole discretion; and

2. each 'Members' Political Product is excluded from:

1. any promotional offer or promo code; and

2. the Customer Referral Program.

2. Submissions.

1. Any materials or content you submit in connection with booking a 'Members' Political Product is a “Submission” under the Mobile application Terms.

2. You are responsible for your Submission. In addition to the Mobile application Terms, each Submission is subject to the Acceptable Use Policy / Community Guidelines and may not, among other things:

1. provide any false, deceptive, or misleading information, including as to your identity, the identity of any Recipient, and the identity of anyone mentioned in your Submission;

2. attempt to deceive, mislead, or induce the Talent User into making any false, misleading, defamatory, or untrue statements;

3. impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;

4. violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or “droit moral,” or other legal rights of any third party; or

5. communicate anything that is, or that incites or encourages action that is, explicitly or implicitly illegal, abusive, harassing, intimidating, threatening, violent, hateful, racist, disparaging, defamatory, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity).

3. Payment.

You acknowledge and agree that your payment for a Political 'Members' Product:

1. is a non-refundable contribution to the Political Committee, even if your request is not fulfilled;

2. is not a payment to 'Members', but is instead a contribution to the Political Committee; and

3. will be made through the third-party payment provider designated by the Political Committee to receive contributions.
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TEXT MESSAGING AND DISCLOSURES

Effective date: November 24, 2020

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'Members' offers various text messaging programs, which may include recurring, occasional, one-time, or limited-duration text messages.

Our text messaging programs are open only to legal residents of the United States who are 18 years of age or older. Your participation in a 'Members' text messaging program is subject to our Mobile application Terms of Service (including, without limitation, the arbitration agreement and class action waiver) and Privacy Policy. If there is any inconsistency between the Mobile application Terms and these Additional Terms, these Additional Terms will apply.

You may sign up for a text messaging program through our website or by otherwise providing your consent. You may need to confirm your consent by replying to an initial text message sent to you by 'Members'. The text messaging program may relate specifically to a purchase you have made or to a specific 'Members' promotion. By signing up, you agree to receive text messages from 'Members' related to that program, such as updates on a purchase, offers, deals, alerts, reminders, or other pertinent information.

Message and data rates may apply. Messages may be in SMS or MMS format and may be sent using an automatic telephone dialing system. Consent to receive text messages is not required as a condition of purchase. To stop transactional text messages from 'Members', reply STOP to message received; to stop promotional text messages, text STOP. If you reply or text STOP, you may receive a text message confirmation.

For help or additional information, email us at: [email protected]

If you change or deactivate your mobile number, you must promptly notify 'Members' by email at [email protected] to have your number removed.

Supported mobile operators: Certain mobile operators do not support text messaging services. If your mobile operator does not, you will not be able to receive text messages from 'Members'. In addition, pre-paid users may not be able to participate, so you should check with your mobile service provider. Neither 'Members' nor a mobile operator is liable for delayed or undelivered messages.

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Acceptable Use Policy

Last Updated: March 3, 2020

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Your use of our Mobile application (collectively, the 'Members'™ website, Mobile application (“App”), and services we provide through them) is governed by this Acceptable Use Policy. Terms that are defined in the Mobile application Terms of Service or Talent Terms of Service will have the same meaning in our Acceptable Use Policy.

You are responsible for your use of any 'Members' Video, your Mobile application account, our Mobile application, and any Submission (if you are a Mobile application user) or Talent Content (if you are a Talent User). Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful.

1. You represent and warrant that:

1. you will not use a false identity or provide any false or misleading information;

2. you will not create an account if you (or any Mobile application account that you created or controlled) have previously been removed or banned from our Mobile application;

3. you will not use or authorize the use of any 'Members' Video for any purposes other than: (i) the specific limited purposes set forth in the Mobile application Terms; (ii) those set out in any applicable Additional Terms; or (iii) if you are a Talent User, those set out in any other written agreement; and

4. in connection with any Business 'Members' Video, you will not request (if you are a User) or fulfill a request for (if you are a Talent User): (i) a Business or any other Recipient that is the subject of any criminal action, or that is involved in, connected with or promotes illegal or unlawful activity, violence or hate speech; or (ii) disparages or defames any person, entity, brand, or business.

5. you will not:

1. violate any law, regulation, or court order;

2. violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or "droit moral," or other legal rights of any third party;

3. take any action (even if requested by another) that is, or submit, post, share, or communicate anything that is, or that incites or encourages, action that is, explicitly or implicitly: illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity);

4. send advertising or commercial communications, including spam, or any other unsolicited or unauthorized communications;

5. engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from our Mobile application, including from any user of our Mobile application;

6. transmit any virus, other computer instruction, or technological means intended to, or that may, disrupt, damage, or interfere with the use of computers or related systems;

7. stalk, harass, threaten, or harm any third party;

8. impersonate any third party;

9. participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud;

10. use any means to scrape or crawl any part of our Mobile application;

11. attempt to circumvent any technological measure implemented by us, any of our providers, or any other third party (including another user) to protect us, our Mobile application, users, Recipients, or any other third party;

12. access our Mobile application to obtain information to build a similar or competitive website, application, or service;

13. attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide our Mobile application; or

14. advocate, encourage, or assist any third party in doing any of the foregoing.

For clarity, your use of any 'Members' Video includes use anywhere (on our Mobile application or otherwise).

2. Investigations:
   You acknowledge and agree that we are not obligated to monitor access to or use of our Mobile application by you or third parties (including monitoring any 'Members' Video, Talent Content, Submission, or Feedback), but we have the right to do so to operate our Mobile application; enforce this Policy or our Terms; or comply with applicable law, regulation, court order, or other legal, administrative, or regulatory request or process; or otherwise.

Talent Terms of Service

Last Updated: December 20, 2021

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This Talent Terms of Service Agreement (“Terms”) governs your use as a talent user of the 'Members'™ marketplace platform offered by Members group, Inc., doing business as 'Members' (“we”, “us”, or “'Members'”), including our website (memberstheapp.com), Mobile application (“App”), and services we provide (collectively, the website, App, and services referred to as our “Site”). “You” and “Talent User” refer to you as a talent user of the Mobile application.

These Terms apply solely to Talent Users of our Mobile application. Use of our Mobile application is also subject to our current Acceptable Use Policy / Community Guidelines. Any use by you of our Mobile application other than as a Talent User is governed by the Mobile application Terms of Service. (“Site Terms”).

PLEASE READ THESE TERMS CAREFULLY. By using our Mobile application as a Talent User or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Mobile application as a Talent User.

ARBITRATION NOTICE: Section 19 of these Terms contains provisions governing how claims that you and 'Members' have against each other are resolved, including any claims that arose or were asserted prior to the “Last Updated” date at the top of these Terms. It contains an arbitration agreement that will, with limited exceptions, require disputes between you and 'Members' to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement as described in Section 19: (1) you may pursue claims and seek relief against us only on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you waive your right to seek relief in a court of law and to have a jury trial on your claims.

Table of Contents

1. Participation in the 'Members' Marketplace

2. 'Members' Videos

3. Business 'Members' Videos

4. Fees and Payment

5. Talent Referral Program

6. Talent Content

7. Ownership

8. Additional Terms

9. Eligibility

10. Copyright and Intellectual Property Policy

11. Privacy

12. Third Party Content and Interactions

13. Business Relationship with 'Members'

14. Links

15. Changes to our Mobile application

16. Termination and Reservation of Rights

17. Disclaimers and Limitations on our Liability

18. Indemnification

19. Arbitration Agreement and Waiver of Certain Rights

20. Other Provisions

Interaction with AI Communication in the "Members" App

21. Changes to these Terms

1. Participation in the 'Members' Marketplace

1. Registration: In order to participate on our Mobile application, you must register. By registering, you agree to provide true, accurate, current, and complete information about yourself as prompted by our registration form, as well as any other information reasonably requested by us (collectively, “Registration Data”), and maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you do not do so or we reasonably believe that you have not done so, we have the right to suspend or terminate your Mobile application account and your use of our Mobile application. You agree not to create a Mobile application account using a false identity or providing false information, on behalf of another person (except as outlined below for a parent or legal guardian and Organizations), or if you (and your parent or legal guardian, or an Organization, if applicable) have previously been removed or banned from our Mobile application. You are responsible for maintaining the confidentiality of your Mobile application account information, including your username and password. You are responsible for all activities that occur on or in connection with your Mobile application account and you agree to notify us immediately of any unauthorized access or use of your Mobile application account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Mobile application account.

1. Talent User age 18 or older: Talent Users who are at least 18 years old may register directly. By registering, you represent and warrant that: (A) you are at least 18 years old (B) you are of legal age to form a binding contract; (C) you are not barred from using our Mobile application under the laws of the United States, your place of residence (and if you are under the age of 18 years old, the place of residence of your parent or legal guardian), or any other applicable jurisdiction; and (D) you are (and if you are under the age of 18 years old, your parent or legal guardian is) responsible for complying with all applicable laws and regulations relating to Talent User’s participation on our Mobile application and will fully indemnify the 'Members' Parties (defined below) for any failure to do so.

2. Parent or Legal Guardian of Talent User, under age 18: Talent Users who are under 18 years old, may register only through a parent or legal guardian who, by registering, represents and warrants that: (A) he or she is the parent or legal guardian of the Talent User and agrees to these Terms; (B) neither the parent or legal guardian nor the Talent User is barred from using our Mobile application under the laws of the United States, the place of residence of the parent, legal guardian, or Talent User, or any other applicable jurisdiction; and (C) he or she is responsible for complying with all applicable laws and regulations relating to Talent User’s participation on our Mobile application and will fully indemnify the 'Members' Parties for any failure to do so.

3. Organizations: A management company, manager, agency, agent, publicist, or other individual or organization (each, an “Organization”) may register a Talent User (“Affiliated Talent”). By registering, the Organization represents and warrants for itself and each Affiliated Talent that: (A) Organization is the authorized representative of the Affiliated Talent (and, if the Affiliated Talent is below the age of 18, is registering with any consent required of the Affiliated Talent’s parent or legal guardian as set forth in Sections 1.a(i) and 1.a(ii)) and agrees to these Terms; (B) neither the Organization nor the Affiliated Talent is barred from using our Mobile application under the laws of the United States, the place of residence of the Organization or any Affiliated Talent, or any other applicable jurisdiction; and (C) Organization is responsible for complying with all applicable laws and regulations relating to Affiliated Talent’s participation on our Mobile application under these Terms and will fully indemnify the 'Members' Parties for any failure to do so. To register Affiliated Talent as an Organization, please contact [email protected]

2. Promotional Materials: At no cost to 'Members', you will provide to us the following promotional materials (“Promotional Materials”) within 72 hours of beginning the talent on-boarding process on our Mobile application: (i) if you would like us to promote your participation on our Mobile application, three high resolution images of yourself; (ii) your Mobile application profile bio; and (iii) a promotional video of approximately :15 in length to let your fans know that they can book you on our Mobile application. Please note that you will not be able to receive requests from Users until we receive your promotional video. From time to time we may request additional Promotional Materials from you for 'Members'’s use to promote you on or in connection with our Mobile application or on any social media platform or third party website. Any other materials or photos of or concerning you that you approve for 'Members'’s use will also be Promotional Materials under these Terms.

2. 'Members' Videos

From time to time, a user of our Mobile application (“User”) may request one or more video recordings (each, a “'Members' Video”) from you through our Mobile application.

1. While we hope you will fulfill a request within 48 hours of receiving it, you may have up to seven days (at 'Members'’s sole discretion) to complete and upload the 'Members' Video. If you do not either: (i) accept the request and upload the 'Members' Video; or (ii) decline the request; the request will expire and can no longer be fulfilled (except that you may fulfill the expired request at no cost to the User and with no payment due from us). You may decline a request or otherwise refuse, in your discretion, to create or upload a 'Members' Video if a User’s request is objectionable or otherwise offensive to you. If you accept a request, you agree to record and upload to our Mobile application one 'Members' Video.

2. 'Members' retains the right, in its sole discretion, to cancel any request from a User. No payment will be made to you for any declined, cancelled, or unfulfilled 'Members' Video request.

3. Each 'Members' Video will be approximately :30 in duration and will follow the general directions and requests of the User (for example, birthday message, congratulatory message, or “Good luck!” message). You will have sole discretion over the script and content of any 'Members' Video, except that you agree: (i) you will use your name (please introduce yourself), the User’s name, and the name of any third party that the User identifies as a recipient (“Recipient”) in each 'Members' Video, unless otherwise requested by the User; and (ii) you will not state in the 'Members' Video that the 'Members' Video is incomplete or cannot be completed. Your response to the User’s request is your responsibility and at your discretion, subject to these Terms; however, Users are usually happiest when at least the majority of their request is followed by a Talent User. If you complete a 'Members' Video but do not follow the general directions and requests of the User, we will discuss with you an appropriate adjustment of the payment made to you.

3. Business 'Members' Videos

If you are a resident of the United States, you may choose to offer 'Members' Videos for promotion of a product, service, brand, or business of a single commercial business or not-for-profit or governmental entity from the U.S., the United Kingdom, Canada, Australia, New Zealand, or Japan (each, a "Business") through our Mobile application (each, a "Business 'Members' Video"). Except as noted, each Business 'Members' Video is a 'Members' Video under these Terms.

4. Fees & Payment

1. Booking Fee: You set your own price for each 'Members' Video and any other offering you choose to make available through the 'Members' marketplace platform (e.g., Business 'Members' Videos) (each, a “Booking Fee”), provided that: (i) your price on the App for iOS must be an available Apple SKU; and (ii) where there is no identical Apple SKU, your price will be the Apple SKU that is closest to the price you set (e.g., Booking Fee of US$5.00 adjusted to US$5.99; Booking Fee of US$100.00 adjusted to US$99.99). In addition, the Booking Fee for each 'Members' Video must be at least US$5.00 (unless it is either US$0.00 or as otherwise agreed in writing by 'Members'). The Booking Fee excludes any service, transaction, or processing fees paid to 'Members'.

2. Fees: Other than with respect to an expired request that you choose to fulfill (as set forth in Section 2(a)) and subject to these Terms, we will pay you 75% of the Booking Fee actually received by 'Members' for each 'Members' Video or other 'Members' product offering that you created and delivered to fulfill to a User’s request that you accepted through our Mobile application, except that in the case of a Booking Fee paid through the App, we will pay you 75% of the amount actually received by 'Members' after subtracting any payment to or deduction by the application platform (e.g., Apple deducts a 30% commission from the Booking Fee) from the Booking Fee (“Net App Booking Fee”). In addition, if the offering permits a User to designate an additional amount as a “tip”, we will pay you 75% (unless a different percentage is agreed in writing by 'Members') of any amount paid by a User via our Mobile application as a “tip" (after subtracting any payment to or deduction by the application platform). Any Sales Tax 'Members' collects will be remitted to the applicable tax authority and will not be included in the Booking Fee.

3. Fees and Payment Representations and Warranties: You represent and warrant that: (i) 'Members' Videos are not, and are not intended to be, covered by any guild, union, collective bargaining, management, agency, or similar agreement and there will be no residual or any other type of payment due from 'Members' to you, to any third party, guild, union, management, or agent, or pursuant to any collective bargaining agreement, in connection with any 'Members' Video, payment from us to you, or our Mobile application; (ii) 'Members' is not responsible for, and will not make any deduction to payments made to you for any fees, commissions, costs, expenses, or payments of any kind to or with respect to any third party, including any manager, agent, attorney, representative, or service provider, in connection with any revenue earned by or payments made to you in connection with our Mobile application; and (iii) 'Members' is not responsible for any contributions, payments, taxes, or deductions for Social Security, retirement benefits, unemployment insurance, annuities, or pension or welfare fund payments required by law or any labor union, or any withholding or taxes (other than Sales Tax 'Members' collects in relation to a purchase).

4. Payment: You agree to register with the third party payment provider selected by 'Members', which 'Members' may change in its sole discretion. You may not use a payment provider other than the one selected by 'Members'. You will provide the payment provider any information required in order to receive payments via the payment provider, e.g., information about the bank account that you own at a regulated financial institution. Any payments due to you from 'Members' will be made via the payment provider. If available, you may transfer funds from your 'Members' account to your bank account by submitting a payment request. Your request will be processed by the payment provider. If not available, 'Members' will submit the payment request, for processing by the payment provider. In addition, 'Members' may, in its sole discretion, transfer funds from your 'Members' account to your bank account especially in the case of account inactivity. If you do not provide the payment provider with all required information, you may not be able to receive the payments due to you. 'Members' will not be responsible for any damages, delays, losses, costs, expenses, or liabilities arising out of or in connection with your inability to receive payments as a result of your failure to provide such information. You acknowledge and agree that 'Members' does not operate, own, or control the payment provider; and your use of any payment provider is subject to the terms and privacy policies of that payment provider. You agree that we are not responsible for any delay, failure, damage, or liability caused by a payment provider, any other third party, a force majeure, or your failure to timely or properly set up an account with the payment provider or otherwise provide requested information for payment. Other than with respect any payment to or deduction by the application platform (as set forth in Section 4.b). 'Members' will be responsible for fees, costs, and expenses incurred in connection with the payment provider selected by 'Members'. Unless otherwise agreed by 'Members' in writing, you acknowledge and agree that you are solely responsible for any other fees, costs, and expenses, including with respect to your bank account and foreign exchange fees. Notwithstanding anything to the contrary contained in these Terms, if 'Members', in its sole discretion, believes that any fraud, money laundering, or other violation of law or regulation is taking place on or in connection with our Mobile application, you acknowledge and agree that we may withhold, delay, or seek repayment of any payments we believe, in our sole discretion, are related to the violation.

5. Currency: Payments via the payment provider are in U.S. dollars unless the payment provider permits you to choose another currency and you do so.

6. Fundraising: If you identify any entity on your booking page or elsewhere on our Mobile application as a charitable organization or a recipient of any funds that you are raising (each, a “Charity”), you: (i) represent and warrant that you will comply with all applicable laws and regulations relating to that identification or the Charity, including making disclosures, registering, or entering into any agreement, such as a commercial co-venturer agreement; (ii) acknowledge and agree that we have the right in our sole discretion to reject your identification or the Charity; (iii) represent and warrant that the Charity is and will remain in good standing at all times the identification is used, that within 48 hours of your receipt of our request, you will provide us with written evidence of the Charity’s good standing and charitable status in all applicable jurisdictions, and that you will promptly remove the identification if the Charity ceases to be in good standing; (iv) represent and warrant that you will be responsible for making any payment to the Charity (unless we expressly agree in writing in advance to do so on your behalf and in satisfaction of our payment obligations to you under these Terms); and (v) represent and warrant that you have all rights necessary to authorize use of the Charity’s name and logo in connection with (and on) our Mobile application, in the identification, and in any social and other media. You further acknowledge and agree that we may add a statement to your booking page disclaiming a connection between 'Members' and the Charity, as we determine in our sole discretion.

5. Talent Referral Program

We offer Talent Users and others who register on our Mobile application as a talent referral source (“'Members' Partner”) the opportunity to provide their friends, families, or other personal contacts the unique referral code we provide you (“Code”) that a prospective talent user may use to apply to register as a talent user on our Mobile application (“Referral Program”). To participate in the Referral Program, you must agree to the following Talent Referral Program Terms (“Referral Terms”), as well as the rest of these Terms:

1. 'Members' reserves the right to suspend or terminate the Referral Program or your participation in the Referral Program at any time for any reason. Without limiting the foregoing, we reserve the right to disqualify anyone from participating in the Referral Program at any time at our sole discretion. A violation of the Referral Terms may also result in the forfeiture of all Referral Fees (defined below) you earned through the Referral Program. We reserve the right to review and investigate activities undertaken in connection with the Referral Program and suspend your Mobile application account, modify the Referral Fee, or take other action in our sole discretion.

2. Eligibility to participate in this Referral Program is limited to individuals who have registered an account on our Mobile application as a Talent User or 'Members' Partner. The Referral Program cannot be used for affiliate lead generation or other commercial purposes. Employees, officers, directors, contractors, agents, and representatives of 'Members' may not participate in the Referral Program.

3. For every new user whose application to register as a Talent User on our Mobile application using your Code is accepted in writing by 'Members' (“Referred Talent”), 'Members' will pay you, for one year, beginning as of the date that the Referred Talent first created an account as a Talent User on our Mobile application using your Code, 5% of the Booking Fee actually received by 'Members', except that in the case of a Booking Fee paid through the App, it is 5% of the Net App Booking Fee, for each 'Members' Video the Referred Talent creates and delivers to fulfill a User’s request accepted through our Mobile application during that one-year period (excluding any 'Members' Video for which no revenue was earned, and, at 'Members'’s discretion, any 'Members' Video to which a promotion applies or for which a promo code was used) (“Referral Fee”). The Referral Fee is based on the Booking Fee or Net App Booking Fee but is paid from 'Members'’s share of the revenue (as described in Section 4.b) and will be paid as described in Section 4.d. Notwithstanding anything to the contrary contained in these Terms, you acknowledge and agree that if a new user does not use your Code when applying to register, has previously registered on our Mobile application (with another code, under another name, or otherwise), has previously begun the on-boarding process for our Mobile application, or if anyone else has received or is receiving a Referral Fee from us in connection with that user, no Referral Fee will be due to you. You further acknowledge and agree that each Referred Talent may have only one referring person or entity, and that we are not obligated to pay a Referral Fee to more than one referring person or entity with respect to any Referred Talent.

4. This Referral Program may be used only for personal purposes and you may share your Code only with your personal connections. You may not advertise your Code or share it with anyone other than your friends, family, or other personal contacts (for example, you may not share it on a social media channel). We reserve the right to revoke or refuse to issue any Referral Fees for Referred Talent that we suspect were generated through improper channels or otherwise in violation of these Referral Terms.

5. You represent and warrant that any messages you use to share your Code with your personal connections will: (i) be created and distributed in a personal manner; (ii) not be distributed in a bulk manner; and (iii) not be an unsolicited commercial email or a “spam” message under any applicable law or regulation. Any messages that do not meet these requirements are expressly prohibited and constitute grounds for immediate termination of your Mobile application account and participation in this Referral Program. Registrations on our Mobile application by a Talent User using a Code that was distributed through an unauthorized channel will not be valid and any Referral Fees issued in connection with such transactions may be revoked.

6. We reserve the right to deactivate your Mobile application account and any Referred Talent’s Mobile application account, cancel all related Referral Fees, and seek repayment, if we determine, in our sole discretion, that either you or the Referred Talent: (i) has tampered with this Referral Program; (ii) has used (or attempted to use) this Referral Program in a fraudulent, abusive, unethical, unsportsmanlike, or otherwise questionable or suspicious manner; (iii) has breached any of these Referral Terms; or (iv) has violated any law or regulation or infringed or violated the rights of any third party. We also reserve the right to cancel this Referral Program or change these Referral Terms at any time and for any reason in our sole discretion.

7. As of the effective date of these Terms and notwithstanding anything to the contrary herein, a Talent User may become an Affiliated Talent to an Organization, subject to 'Members'’s prior approval, by: (i) confirming in writing, in the form provided by 'Members', that the Organization is its representative; and (ii) the Organization registering the Talent User as its Affiliated Talent. The Organization will be deemed a 'Members' Partner and the Affiliated Talent will be deemed a Referred Talent under these Referral Terms. The Organization (as a 'Members' Partner) will be entitled to the Referral Fee set forth in Section 5.c as of the date the Talent User becomes an Affiliated Talent.

8. By participating in the Referral Program, you agree to release and hold harmless 'Members' Parties from and against any and all economic liabilities, claims, damages, loss, harm, costs, or expenses, including property damage, that arise from or relate in any way to the Referral Program. THIS SECTION 5.h APPLIES ONLY TO ECONOMIC DAMAGES AND DOES NOT APPLY TO CLAIMS OF FRAUD OR PERSONAL INJURY.

6. Talent Content

1. License Grant to Talent Content: Our Mobile application allows you to upload, submit, store, send, transmit, approve, and receive content and data, including your 'Members' Videos and Promotional Materials (collectively, “Talent Content”). When you upload, submit, store, send, transmit approve, or receive Talent Content to or through our Mobile application, you grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license in any and all manner and media, whether now known or hereinafter invented or devised (including social media channels and third party websites and platforms), to use, reproduce, license, distribute, modify, adapt, publicly perform, publicly display, and create derivative works (for example, translations, adaptations, compilations, excerpts, or other modifications ) of your Talent Content for the purposes of operating and providing our Mobile application, to develop and improve our products and services, and to advertise, market, and promote our Mobile application, products, and services, and you agree that such Talent Content may, in 'Members'’s sole discretion, be used, including performed or displayed, in connection with any other elements, materials, copyrights, rights of publicity, or copyrighted materials. Please remember that third parties (including Users) may search for and see any Talent Content you submit to public areas of our Mobile application. You agree that we may display advertising with or in connection with your Talent Content. You further acknowledge and agree that 'Members' has no obligation to you in connection with any advertising displayed on or in connection with our Mobile application (including no obligation to share any revenue received by 'Members' as a result of any such advertising).

2. License Grant to Users:

1. For each 'Members' Video (other than a Business 'Members' Video), you hereby grant to the User and the Recipient a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, and perpetual license to use, reproduce, distribute, and publicly display the 'Members' Video, in each case, solely in accordance with the Mobile application Terms, in any and all media, whether now known or hereafter invented or devised (including social media channels and third party websites and platforms).

2. For each Business 'Members' Video, you hereby grant to User and the Business for up to 180 days from the date the Business 'Members' Video is sent by 'Members' to the User (and for any additional 180-day periods to which you agree):
   
   A. An exclusive (including as to you but excluding the license granted to 'Members' hereunder), royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display the Business 'Members' Video on or in: (A) one website or application available through the Apple App Store or Google Play, in each case, wholly-owned, operated, and controlled by the Business; (B) up to four social media accounts, such as Facebook, Instagram, LinkedIn, Snapchat, TikTok, or Twitter, in each case, wholly-owned, operated, and controlled by the Business along with the right to advertise and promote the display of the Business 'Members' Video on a social media account through advertising only on the applicable social media platform; (C) up to four digital demand side platform or advertising network accounts for displaying the Business 'Members' Video on online platforms or networks, the Business’s social media account(s), or in-app advertising but specifically excluding, in each case, over the top (OTT), connected television (CTV) or similar streaming media and marketing programs that pay commissions or other fees to affiliates or partners based on impressions or actions taken (e.g., sales generated); (D) one communication sent through a Business-operated and controlled channel of communication (such as an email blast or text message); (E) one event conducted and operated by the Business (for example, a company-wide meeting or conference); and (F) a compilation with content consisting of other 'Members' Offerings.

3. Right to Remove 'Members' Videos of Other Offerings: You acknowledge and agree that we cannot restrict the use of your 'Members' Videos or other offerings by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients) and we have no obligation to remove those uses (including from social media channels or third party websites or platforms). If we do seek to remove a 'Members' Video of other offering from a social media channel or third party website or platform, we may notify you of our intent to do so. As owner of the copyright in your Talent Content, you hereby authorize 'Members' to act as your agent in order to submit any DMCA notice or other demand with respect to your 'Members' Videos or other offerings. You will promptly notify us if you learn that any Business 'Members' Video is being used in violation of the Mobile application Terms. We will reasonably cooperate with your efforts to address the violation. However, you acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to use of the Business 'Members' Video for any reason, including if the use exceeds the license in Section 1a(ii) or otherwise violates the Mobile application Terms.

4. Licenses: You may not sell, resell, commercialize, or encumber your rights in any 'Members' Video or other offering, including creating a non-fungible token (“NFT”) from any 'Members' Video or other offering except as agreed by 'Members' in writing. Please note that the licenses granted in this Section 6 are fully-paid and royalty free, meaning we do not owe you anything in connection with the use of your Talent Content, by us, Users, or third parties (including Recipients and, in the case of a Business 'Members' Video, the Business), other than the payment set forth in Section 4. We may exercise our rights under this license anywhere in the universe. We may sublicense our rights as needed to provide and promote our Mobile application or otherwise in accordance with these Terms, and Users may sublicense their rights subject to the Mobile application Terms. Finally, the licenses granted in this Section 6 are perpetual, meaning that the rights granted under these licenses continue even after you stop using our Mobile application.

5. Talent Content Representations and Warranties: You represent and warrant to 'Members' and the User that:

• you own all rights in and to your Talent Content and Feedback (defined below) and that you have the right to grant the rights described in these Terms;

• you have paid and will pay in full any fees, royalties, or other payments that are due or may become due in connection with any use of your Talent Content and Feedback by us, Users, or third parties (including Recipients) as described in these Terms;

• your agreement to, and provision of services under, these Terms does not violate any agreement that you may have with any third party;

• In connection with each Business 'Members' Video:
  A. any statements that you make in connection with the Business are factually correct and not misleading, are not disparaging or defamatory, and represent your true opinion; and
  ‍
  B. you will comply with all applicable laws, rules, and regulations, including the Federal Trade Commission "Guides Concerning the Use of Endorsements and Testimonials in Advertising," which may require adding an appropriate hashtag (e.g. #ad, #sponsored) or other disclosure to the Business 'Members' Video.

• your Talent Content and Feedback does not infringe, misappropriate, or otherwise use without necessary authorization, any intellectual property, privacy, publicity, moral, or other rights of any third party, or violate any law, regulation, or court order;

• you will not post or make publicly available any 'Members' Video that the User has requested not be posted to your booking page;

• you will not contact, respond to, or communicate with any User that you meet on or through our Mobile application, except as expressly permitted through our Mobile application.

• you will not provide your contact information to any User or send merchandise or anything else to a User other than as permitted by these Terms;

• you will not edit, change, modify, or remove the watermark from any 'Members' Video or assist or encourage any third party to do so;

• you will not ask us for permission or to assist you with the actions prohibited by Sections 6.e(v) through 6.e(viii); and

• except for a 'Members' Video that you choose to remake (at no additional cost to the User and with no additional payment due from us) if you receive a review of three stars or less, you will not remake any 'Members' Video unless asked by us to do so.

6. Treatment of Talent Content: Any Talent Content is non-confidential, non-proprietary, and must not contain or include any information which you do not have the right to disclose or that you do not wish to be disclosed. We will not be responsible or liable for any use or disclosure of Talent Content, including any personal information included in that Talent Content. You acknowledge and agree that your relationship with us is not a confidential, fiduciary, joint-venture, employer/employee, agency, or other type of special relationship, and that your decision to participate in our Mobile application or submit any Talent Content does not place us in a position that is any different from the position held by members of the general public, including with regard to your Talent Content. None of your Talent Content will be subject to any obligation of confidence by us, Users, or third parties (including Recipients), and we will not be liable or responsible for any use or disclosure of any Talent Content.

7. Refusal and Removal of Talent Content: We may refuse to accept or transmit Talent Content for any reason without notice to you. We may remove Talent Content from our Mobile application for any reason without notice to you.

8. Cancellation of Mobile application Account: If you cancel your Mobile application account, you may, on at least three business days’ advance written notice to us, request that we no longer include your 'Members' Videos on our Mobile application and that we not make any new public use of them. As noted in Section 6.c, we have no obligation as to any use of your 'Members' Videos by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients) (including from social media channels or third party websites or platforms).

7. Ownership

1. Other than Talent Content, we or our licensors own all right, title, and interest in and to: (i) our Mobile application and the “look and feel” of our Mobile application, including all software, ideas, processes, data, text, media, HTML/CSS, Javascipt, visual design elements, and other content available on our Mobile application (individually, and collectively, “'Members' Content”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Mobile application, 'Members' Content, and Marks are each protected under U.S. and international laws. You may not duplicate, copy, sell, resell, commercialize, or reuse any portion of 'Members' Content or Marks without our prior express written consent. You acknowledge and agree that each request or message from a User is a Submission (as defined in the Mobile application Terms) owned by the User who created it.

2. 'Members' desires to avoid the possibility of misunderstandings if a project developed by us, our employees, or our contractors might seem similar to material submitted to us by you or a third party. To the extent you submit any ideas, suggestions, proposals, plans, or other materials related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that 'Members' has no obligation (including of confidentiality or privacy) with respect to your Feedback, and you grant to 'Members' a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of, and otherwise use and exploit in any manner (including commercially), any and all Feedback.

3. You hereby waive any and all moral rights or “droit moral” that you may have in Talent Content or Feedback, and you represent and warrant that no third party has any moral, “droit moral” or other rights in the Talent Content or Feedback.

8. Additional Terms

Some products or services offered through the Mobile application may have additional terms and conditions (“Additional Terms”). If Additional Terms apply, we will make them available for you to read in connection with that product or service. By using that product or service, you agree to the Additional Terms. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless the Additional Terms say that all or some of these Terms don’t apply.

9. Eligibility

1. Age: You must be at least 18 years old (or, outside of the United States, the applicable legal age to enter into a contract) to use our Mobile application. If you are a minor or under the age of majority in your state of residence, your parent or legal guardian must agree to these Terms on your behalf and you may access and use our Mobile application only with permission from your parent or legal guardian.

2. National College Athletic Association (“NCAA”) and Other Amateur Organizations: If you are or may become subject to NCAA rules and regulations or those of any other association, group, authority or organization, you represent and warrant that you have checked the rules and regulations to verify and confirm that your participation on our Mobile application does not or will not affect your current or future eligibility with respect to any such association, group, authority or organization.

3. Eligibility Representations and Warranties: You represent and warrant that:

• you have not been prohibited from using or accessing any aspect of our Mobile application by us or pursuant to any applicable law or regulation;

• you will comply with all applicable terms of any third party payment provider we select, and you are not on a prohibited list of that payment provider;

• if you include an animal in any 'Members' Video, you will cause no harm to the animal and will comply with all applicable laws and regulations;

• you (and any Mobile application account that you created or control) have not been previously banned or removed from our Mobile application for any reason; and

• you are not a convicted sex offender.

4. Export Control: You may not use, export, import, or transfer any part of our Mobile application except as authorized by United States law, the laws of the jurisdiction in which you use or access our Mobile application, or any other applicable laws. In particular, but without limitation, no part of our Mobile application may be exported or re-exported: (i) into any country embargoed by the U.S.; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using our Mobile application, you represent and warrant that: (x) you are not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; and (y) you are not listed on any U.S. government list of prohibited or restricted parties. You also will not use our Mobile application for any purpose prohibited by law. You acknowledge and agree that products, services, and technology provided by 'Members' are subject to the export control laws and regulations of the U.S. You will comply with those laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer 'Members' products, services, or technology, either directly or indirectly, to any country in violation of those laws and regulations.

10. Copyright and Intellectual Property Policy

1. Digital Millennium Copyright Act Notice: We respond to notices of alleged copyright infringement and terminate access to our Mobile application for repeat infringers. If you believe that your material has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:

• your address, telephone number, and email address;

• a description of the work that you claim is being infringed;

• a description of the material that you claim is infringing and are requesting be removed along with information about where it is located;

• a statement that you have “a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law”;

• an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and

• a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

Copyright Agent:

Members group, Inc. d/b/a 'Members'

864 prospect street, La Jolla, CA 92037

[email protected]

‍If you do not follow these requirements, your notice may not be valid. Please note, only notices of alleged copyright infringement should be sent to our Copyright Agent.

2. Termination Policy: If we determine that you are a repeat infringer, we may terminate your access to our Mobile application, remove or ban you (and any Mobile application account you created or control), and take other appropriate action in our sole discretion.

11. Privacy

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and share personal information and other data. By using our Mobile application, you agree to our Privacy Policy.

12. Third Party Content and Interactions

Our Mobile application may contain features and functionalities that link to or provide you with access to third party content, that is completely independent of 'Members', including 'Members' Videos, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. The contents of 'Members' Videos and other offerings that allow interactions with third parties, including Users, on 'Members' are the sole responsibility of the people involved in those interactions. 'Members' is not responsible for the content of the interactions you may have with third parties through 'Members' Videos or other offerings. However, 'Members' may, in its sole discretion, intercede in selected interactions and you will reasonably cooperate with 'Members' if it does so. You acknowledge and agree that 'Members' will not be responsible for any damages, losses, costs, expenses, or liabilities incurred as the result of such interactions, including any requests or Submissions from Users. You agree to contact Users about matters relating to our Mobile application only through the Mobile application. You hereby release each 'Members' Party (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such interactions or our Mobile application. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

13. Business Relationship with 'Members'

1. You and 'Members' agree and declare you and 'Members' are in a direct business relationship and the relationship between the parties, including these Terms, is solely an independent contractor relationship. It is the parties’ express intent that their relationship be interpreted and held to be that of independent contractor for all purposes. You acknowledge and agree that you are not a joint venturer, franchisee, partner, agent, or employee of 'Members', and will not represent yourself as such. As an independent contractor using our platform to provide marketing, artistic, writing, and photography services to Users, you are solely and exclusively responsible for determining the manner, method, details, and means of your performance under these Terms and you acknowledge and agree that we do not control those elements of your performance. You also retain the option to accept, decline, or ignore any User request. We have no right to, and will not, control the manner or determine the method of accomplishing your performance. You represent and warrant that you are customarily engaged in an independently established trade, occupation, or business.

2. You represent and warrant that as between 'Members' and you (whether a Talent User, parent or legal guardian of a Talent User, an Organization, Affiliated Talent, 'Members' Partner, or otherwise), you assume sole liability for and will pay or cause to be paid all applicable contributions, payments, taxes, and deductions for Social Security, retirement or other benefits, healthcare insurance, unemployment insurance, annuities, pension and welfare fund payments required by law, regulation, or any labor union, and all withholding and income taxes, and make any reports required as a result of participation on our Mobile application under these Terms.

3. You will use your own equipment to perform your obligations under these Terms.

4. You are solely responsible for making any disclosure required by any applicable law, regulation, court order or any agreement you may have with any third parties to any person or entity regarding your performance under these Terms.

5. Your relationship with 'Members' is non-exclusive, meaning that you may provide similar services to third parties, including 'Members'’s competitors, and you may engage in other business or employment activities. Similarly, we can and do engage third parties to provide services similar to those that you may provide under these Terms.

14. Links

Our Mobile application may contain links to social media platforms or third party websites. You acknowledge and agree that: (a) the link does not mean that we endorse or are affiliated with the platform or website; and (b) we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your use of the platform or website. You should always read the terms and conditions and privacy policy of a platform or website before using it.

15. Changes to our Mobile application

You acknowledge and agree we may change or discontinue any aspect of our Mobile application at any time, without notice to you. You acknowledge and agree we may change or discontinue any aspect of our Mobile application at any time, without notice to you.

16. Termination and Reservation of Rights

You may cancel your Mobile application account at any time by contacting a member of the 'Members' team at [email protected] We reserve the right to terminate access to our Mobile application to any person, including you, at any time, for any reason, in our sole discretion. If you violate any of these Terms, your permission to use our Mobile application automatically terminates.

17. Disclaimers and Limitations on our Liability

1. You acknowledge and agree that your use of our Mobile application is at your own risk and that our Mobile application is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, the 'Members' Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade.

2. In particular, the 'Members' Parties make no representations or warranties about the accuracy or completeness of content available on or through our Mobile application or the content of any social media platform or third party website linked to or integrated with our Mobile application. You acknowledge and agree that the 'Members' Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Mobile application; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Mobile application; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Mobile application; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content or the use of any content posted or shared through our Mobile application.

3. You acknowledge and agree that any material or information downloaded or otherwise obtained through our Mobile application, including a User request, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Mobile application, including through a 'Members' Video, will create any warranty not expressly made by us.

4. You acknowledge and agree that when using our Mobile application, you will be exposed to content from a variety of sources, and that 'Members' is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and do hereby waive, any legal or equitable rights or remedies you have or may have against any 'Members' Party with respect thereto.

5. To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any 'Members' Party be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not 'Members' has been advised of the possibility of such damages.

6. To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by 'Members' from you during the 12 months preceding the claim giving rise to such liability.

7. Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.

8. You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between 'Members' and you.

18. Indemnification

You agree to indemnify, defend, and hold harmless 'Members' and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, and licensors (each, a “'Members' Party, “ and collectively, “'Members' Parties”) from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature, arising from, out of, in connection with, or relating to: (a) these Terms; (b) use of our Mobile application; (c) your negligence, misconduct, or fraud; (d) any action or inaction by you or anyone acting on your behalf; (e) any Organization or Affiliated Talent; (f) any Charity; (g) your status as a parent or legal guardian of a Talent User; (h) Talent Content; (i) Feedback; (j) your eligibility with the NCAA or any other association, group, authority, or organization referenced in Section 9.b; or (k) your participation in the Referral Program. 'Members' may select counsel and control the defense of any claim that you are indemnifying. You will reasonably cooperate with us in connection with any claim.

19. Arbitration Agreement and Waiver of Certain Rights

1. Arbitration: You and 'Members' agree to resolve any disputes between you and 'Members' through binding and final arbitration instead of through court proceedings. You and 'Members' each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and 'Members' relating to these Terms or our Mobile application (each a “Claim,” and collectively, “Claims”). Any Claim will be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be in writing, will include the arbitrator’s reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

2. Costs and Fees: If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, 'Members' will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

3. No Preclusions: This arbitration agreement does not preclude you or 'Members' from seeking action by federal, state, or local government agencies. You and 'Members' each also have the right to bring any qualifying Claim in small claims court. In addition, you and 'Members' each retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed to be either incompatible with these Terms or a waiver of the right to have disputes submitted to arbitration as provided in these Terms.

4. No Class Representative or Private Attorney General: Each of you and 'Members' agree that with respect to any Claim, neither may: (i) act as a class representative or private attorney general; or (ii) participate as a member of a class of claimants. You agree that no Claim may be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or 'Members'). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

5. Severability/No Waiver/Survival: If any provision of this Section 19 is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section 19 will continue in full force and effect. No waiver of any provision of this Section 19 will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section 19 will survive the termination of your relationship with 'Members'.

6. 30-Day Opt-Out Right: You have the right to opt out of the provisions of this Arbitration Agreement by sending, within 30 days after first becoming subject to this Arbitration Agreement, written notice of your decision to opt out to the following address: Members group, Inc. dba 'Members', 864 prospect street, La Jolla, CA 92037. Your notice must include your name and address, any usernames, each email address you have used to set up an account on our Mobile application, and an unequivocal statement that you want to opt out of this Arbitration Agreement. You agree that if you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

7. LIMITATIONS: This Section 19 limits certain rights, including the right to maintain certain court actions, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in AAA rules, and the right to certain remedies and forms of relief. In addition, other rights that you or 'Members' would have in court may not be available in arbitration.

20. Other Provisions

1. Force Majeure: Under no circumstances will any 'Members' Party be liable for any delay or failure in performance due in whole or in part to any acts of God (such as earthquakes, storms, floods, etc.), epidemics, natural disasters, unavoidable accidents, cybersecurity incidents, internet or communication service interruptions, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of any 'Members' Party.

2. Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms or our Mobile application will be filed only in the state or federal courts located in California. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.

3. Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.

4. No Waiver or Amendment: The failure by 'Members' to enforce any right or provision of these Terms will not prevent 'Members' from enforcing such right or provision in the future and will not be deemed to modify these Terms.

5. Assignment: 'Members' may, at any time, assign its rights and obligations under these Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.

6. Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.

21. Interaction with AI Communication in the "Members" App

Disclaimer: Interaction with AI Communication in the "Members" App

AI Communication:

The "Members" App, operated by Members Group Inc ("Company"), may utilize AI technology to facilitate communication between users and the App's AI system. You understand and acknowledge that certain responses, messages, or interactions within the App may be generated by AI and not by human users or representatives of the Company.

Nature of AI Communication:

AI-generated communication may attempt to simulate human conversation but may not always accurately represent human responses or emotions. The AI system may not possess real-time awareness, subjective opinions, or personal experiences. Responses provided by AI should be interpreted as the result of algorithmic processing rather than genuine human interaction.

Limitations and Inaccuracies:

AI-generated communication may contain errors, inaccuracies, or inconsistencies. The Company strives to improve the accuracy and reliability of AI-generated communication, but you understand and accept that it may not always be flawless or entirely error-free.

Reliance on AI Communication:

You acknowledge and agree that any decisions, actions, or consequences resulting from your interaction with AI-generated communication within the App are solely your responsibility. The Company shall not be held liable for any losses, damages, or negative outcomes arising from your reliance on AI-generated communication within the App.

Data Privacy and Security:

The Company implements reasonable measures to protect your personal information and data exchanged within the App. However, you acknowledge that the AI system may analyze and process the content of your communications to improve its functionality, performance, and user experience. The Company will handle your personal information in accordance with its privacy policy.

User Conduct:

You agree to use the App in a lawful and respectful manner, refraining from engaging in any malicious, abusive, or inappropriate behavior. The Company reserves the right to moderate user interactions within the App to ensure compliance with these terms and conditions.

Modification or Termination:

The Company reserves the right to modify, suspend, or terminate the AI communication feature within the App at any time without prior notice. The Company reserves the right to update or modify this disclaimer at any time without prior notice.

By interacting with the AI communication feature in the "Members" App, you acknowledge that you have read, understood, and agreed to the terms and conditions outlined in this disclaimer. If you do not agree with any part of this disclaimer, please refrain from interacting with the AI communication feature.

Please note that this disclaimer does not replace or supersede any other legal agreements or terms of service governing the use of the "Members" App operated by Members Group Inc.

22. Changes to these Terms

We may change these Terms. If we do, we will post the revised Terms on our Mobile application and update the “Last Updated” date at the top of these Terms. The revised Terms will be effective immediately if you accept them (for example, by agreeing when you create an account or login to an existing account, or using or continuing to use our Mobile application after the revised Terms have been posted); otherwise, they will be effective 30 days after posting.