Terms of Service Agreement

WELCOME TO SHARESHARE, INC. (“COMPANY,” “SERVICE PROVIDER,” “WE,” “US,” OR “OUR”) AND OUR PROPRIETARY PLATFORM (THE “PLATFORM”), A DELAWARE CORPORATION WITH ITS PRINCIPAL PLACE OF BUSINESS IN NEW YORK STATE. THE TERMS OF SERVICE (“TERMS”) IN THIS AGREEMENT (THE “AGREEMENT”) GOVERN THE USER’S (“USER,” “YOU,” OR “YOUR”) ACCESS TO AND USE OF OUR PLATFORM, INCLUDING ANY RELATED SERVICES, PROGRAMS, FEATURES, AND CONTENT (COLLECTIVELY, THE “SERVICE” OR “SERVICES”), CURRENTLY EXISTING OR WHICH MAY BE ADDED IN THE FUTURE. BY CREATING AN ACCOUNT, USING OUR SERVICE, OR OTHERWISE ACCESSING OR USING OUR SERVICE, USER ACKNOWLEDGES THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, AS WELL AS OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.

IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL PROVISIONS OF THESE TERMS, DO NOT USE OUR SERVICE.

IF AND WHERE APPLICABLE, THE “USER’S OBLIGATIONS AND RESPONSIBILITIES” SET FORTH BELOW IN SECTION (A), AND “PROHIBITED ACTIONS AND PRACTICES” IN SECTION (B) SHALL APPLY TO ANY AND ALL USERS OF SERVICE PROVIDER’S PLATFORM. USER SHALL BE INDEPENDENTLY, AND, IF COLLABORATING WITH ANOTHER USER OF OUR PLATFORM, JOINTLY BE LIABLE WITH COLLABORATING JOINT USER, FOR ANY AND ALL DAMAGES INCURRED BY SERVICE PROVIDER, FINANCIAL OR OTHERWISE, INCLUDING SUSPENSION OR BANS OF SERVICE PROVIDER’S ACCOUNT FROM SOCIAL MEDIA PLATFORMS, AND FINES AND PENALTIES, TAKEDOWNS, STRIKES, OR CHANNEL TERMINATION AS A RESULT OF USER’S ACTIONS. SERVICE PROVIDER RESERVES THE RIGHT TO TAKE AND ENFORCE DIRECT ACTIONS AGAINST ANY USER WHO VIOLATES OUR POLICIES.

AS USED IN THIS AGREEMENT, “USER” SHALL BE INTERPRETED TO APPLY TO ANY SINGLE PAYING USER, “USERS” IN THE CASE OF A PAYING USER COLLABORATING WITH ANY OTHER PAYING USER OF OUR PLATFORM, OR ANY OTHER USER OF OUR PLATFORM, INCLUDING THOSE WHO ARE NOT OUR PAYING CUSTOMERS.

THESE TERMS OF SERVICE MAY BE MODIFIED FROM TIME TO TIME, AT OUR DISCRETION, AT WHICH TIME USERS WILL BE NOTIFIED OF ANY CHANGES.

A. User’s Obligations and Responsibilities

• User shall at all times be fully and solely responsible for, and abide by the rules and regulations of posting content set by all social media platforms on which User posts content while using Service Provider’s Platform, including, but not limited to YouTube, Instagram, TikTok, and any other platforms on which User currently or in the future may post content.
• User shall be solely responsible for complying with any and all local, state, federal and international (where applicable) advertising, and consumer protection laws and regulations.
• User shall be fully and solely responsible for endorsing, verifying and/or authenticating its content for accuracy, legality of use, including ensuring that any content that is not User’s content derived from a third-party has modifications that are significant enough, as determined by Service Provider at our sole discretion, to ensure that no copyright or trademark laws or regulations are violated.
• User shall be fully and solely, and/or jointly responsible for any content that User uploads onto any social media platform, and shall hold harmless and indemnify in full, Service Provider for the uploading or dissemination of any and all copyrighted material that User posts without permission from the rightful owners of such content.
• Users who are also Content Creators agree to the following:
  • Creators retain exclusive control over their own social media accounts.
  • Creators independently decide whether to record, edit, publish, modify, or remove their content.
  • Creators independently determine how their content is framed, described, or disclosed.
  • Creators independently decide how long their content remains live.
  • Any content appearing on a third-party platform exists solely because the creator shall have chosen to publish such content.
• User agrees to abide by the “Fair Use Policy” of each and every social media platform on which User posts content.
• By using our Platform, User agrees to the terms of our usage of data we collect from User, as described more fully in our Privacy Policy.

B. Prohibited Actions and Practices

User agrees that the following types of content are expressly forbidden, and agrees not to use Service Provider’s Platform for posting such content:

• Copyrighted or trademarked material used without permission
• Hate speech, violence, or illegal activity
• Libelous or defamatory content
• Misinformation, scams, or other fraudulent activity
• Misrepresentative descriptions of User’s account(s)
• Misleading advertising
• Political manipulation or astro-turfing
• Fake engagement or “botting” (e.g., artificial likes, comments, views) that violate the policies of social media platforms
• Unauthorized financial promotions or practices (e.g., crypto pump-and-dump schemes, Ponzi schemes, unauthorized financial advice, phishing, financial extortion schemes)
• Abusive content or language, as determined at Service Provider’s sole discretion
• Any and all content that violates local, state, federal laws or regulations of the United States, or the laws of any other jurisdiction
• Nudity

User shall not inappropriately or illegally exploit Service Provider’s API in ways that violate social media platforms’ policies, including by “hijacking” or “scraping.”

Users shall not, nor shall it attempt to, extract data from Service Provider’s platform beyond permitted API usage.

Service Provider may hold, delay, withhold, or reverse payments for operational, safety, or dispute-related reasons.

C. Our Remedies in Case of Infractions by User

User’s failure to abide by Section A and Section B shall result in an immediate suspension of User from our Platform, and User shall not be entitled to any refund for payments that have been paid to Service Provider.

In the event that Service Provider is banned, fined, penalized, taken down, struck or terminated or otherwise sanctioned in any manner whatsoever by social media platforms as a result of User’s failure to abide by these Terms, User shall hold Service Provider harmless, and indemnify and compensate us in full for any and all monetary and other damages suffered by us.

D. Pricing

The terms of our pricing shall be limited to include a set number of posts per day for each account owned/operated by User, unless User has requested, and Service Provider has granted in writing, at additional cost to User, permission to post an agreed upon number of additional posts.

Service Provider reserves the right to adjust pricing, API limits, or service terms at its sole discretion from time to time as Service Provider deems necessary.

Our Obligations

Generally, our obligations as a Service Provider include the following:

• Provide a web-based software platform that enables users to upload, view, process, store and route audiovisual files.
• Provide automated, template-based technical processing of media files (e.g., rendering, formatting, editing, storage).
• Provide user interfaces that allow independent users to discover, view, and optionally interact with content uploaded by other users.
• Fulfill posts that are scheduled by User.
• Provide payment facilitation, record-keeping, and conditional fund release between users.
• Provide analytics, estimates, and historical performance data for informational purposes only.

All performance metrics and projections are non-binding estimates based on historical or statistical data. Metrics are provided solely to assist user decision-making and do not constitute promises, guarantees, or commitments of results. Actual outcomes depend on factors outside our control, including platform algorithms and user behavior.

From time to time, at our discretion, we may amend the list of our Obligations.

Limitations of Our Obligations

We do NOT:

• Decide whether any user participates in a campaign or interaction.
• Require, compel, or guarantee that any content is posted.
• Control the wording, tone, sentiment, or substance of any user-generated content.
• Control captions, hashtags, disclosures, timing, or placement of posts.
• Guarantee brand safety, adjacency, or audience fit (Users assume all risk related to brand perception or any potential brand damage).
• Certify creator quality, reputation, or audience authenticity.
• Publish content to third-party platforms.
• Log into, manage, or operate user social media accounts.
• Monitor, verify, or enforce compliance with platform policies or advertising regulations.
• Influence or determine platform moderation, ranking, or distribution.
• Verify user identities beyond basic onboarding checks.
• Audit follower counts, engagement authenticity, or audience composition (any verification signals are non-exhaustive and informational only).
• Provide legal, regulatory, or compliance advice to Users.
• Assume any responsibility for User’s use or misuse of any of Service Provider’s tools or templates.

We are not responsible for changes in platform integration, outages, failures, or interruptions caused by third-party platforms who operate independently of us. Users assume all risks related to third-party platform moderation, reach, or account enforcement.

We are not responsible for any dispute, claim, or enforcement action related to or arising from any User-posted content. We do not author, approve, endorse, or verify any user-generated content.

Use of User’s Content

Please refer to our Privacy Policy.

No Guarantees or Warranties of Performance

Service Provider makes no warranties or guarantees regarding financial returns or Key Performance Indicators (“KPI”) to Users as a result of using our Platform, including number or level of impressions, engagement, or conversions of User’s content, and does not guarantee outcomes of User’s campaigns.

Service Provider does not guarantee that User’s content will be posted by any other user, nor does it guarantee a minimum number of posts of any duration, any amount of visibility or period for which a User’s post may remain live.

While Service Provider shall make every reasonable effort to protect and preserve User’s proprietary data, Service Provider cannot warranty or guarantee against, and shall not be liable for, any inadvertent leak of User’s proprietary data through our Platform in the case of an illegal or malicious security breach by any third party, or as a result of unintended technical errors on our Platform.

User shall hold Service Provider harmless for any account suspensions, strikes, penalties, or fines imposed directly by social media platforms on User using Service Provider’s Platform to post content.

Refund and Charge-Back Policy

No refunds of cash, charge-backs, or credits purchased by User from Service Provider shall be issued in the event of the following circumstances:

• If User fails to uphold User’s Obligations and Responsibilities or violates any of the Prohibited Actions and Practices, including violations of the rules and regulations of posting content set by all social media platforms.
• If User’s content has been distributed or published by User’s use of Service Provider’s Platform.
• If Service Provider’s services were delivered as promised.
• If Service Provider’s Platforms, or the social media platforms on which Users post content are shut down for any reason whatsoever, through no deliberate action or fault of Service Provider.

In the event that any social media platform is banned by legislation or other action by a governmental body, User shall have no legal claims against, and hold Service Provider harmless from, any and all damages that might be incurred by User as a result of such ban. Furthermore, so long as Service Provider is providing its Services and enabling User to post content on at least one social media platform, Service Provider shall be considered to have satisfactorily and fully performed our obligations to User.

When a paying User engages and authorizes Service Provider to run a campaign, Service Provider may, at its sole discretion, incur certain out-of-pocket expenses which it cannot recoup. In such cases, even if it is determined that paying User is entitled to some form of refund, the paying User shall not be entitled to a refund of such out-of-pocket expenses incurred by Service Provider.

In the event that Service Provider agrees to refund paying User, User shall not be entitled to a cash refund; instead, any credited amount shall be applied to any other of User’s ongoing campaign(s), or to a future campaign by User.

Operational Control and Safety

Subject to applicable laws and regulations, we may, at our sole discretion, take all actions necessary to protect platform integrity, legal safety, or operational stability, including but not limited to:

• Suspending, restricting, or terminating access to our platform and its services at any time; and
• Removing User’s listings, pausing User’s campaigns, or modifying our platform’s features and services.

We may take the actions set forth above at any time, and Users shall not be entitled to refunds, payments or damages, nor shall we be required to provide Users with an explanation for such enforcement actions.

Dispute Resolution, Venue and Arbitration

This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, USA.

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, breach, or termination (each, a “Dispute”), the Parties shall first attempt to resolve the Dispute through good-faith negotiations. If the Dispute is not resolved in a mutually agreeable manner within thirty (30) days, the Dispute shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect.

The arbitration shall be conducted before a single arbitrator in New York City, New York, and the proceedings shall be governed by the laws of the State of New York, without regard to its conflict of laws principles. The arbitrator’s decision shall be final and binding on the Parties, and judgment upon the award rendered may be entered in any court of competent jurisdiction. Each Party shall bear its own costs and expenses associated with the arbitration, except as otherwise provided in the arbitrator’s award.

Notwithstanding the foregoing, nothing in this clause shall prevent either Party from seeking injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm.