Jenloop

Table of Contents

*Site Terms of Service

*Additional Site Terms

*Acceptable Use Policy

*Talent Terms of Service

*Additional Talent Terms

*Talent Acceptable Use Policy

Site Terms of Service

Last Updated: January 1, 2021

This Site Terms of Service Agreement ("Terms") governs your use of the marketplace platform offered by JENLOOP, Inc., doing business as Jenloop ("we", "us", or "Jenloop"), including our website (Jenloop.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 Site.

These Terms apply to users of, including visitors to, our Site. Use of our Site is also subject to our current Acceptable Use Policy. Your use of our Site as a Talent User (defined below) is governed by the Talent Terms of Service ("Talent Terms").

PLEASE READ THESE TERMS CAREFULLY. By using our Site 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 Site.

ARBITRATION NOTICE: Section 17 of these Terms contains provisions governing how claims that you and Jenloop 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 Jenloop 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

Jenloop Marketplace
Jenloop Post
Promo Jenloop Post
Acknowledgement
Additional Terms
Eligibility
Fees and Payment
Ownership
Copyright and Intellectual Property Policy
Privacy
Third Party Content and Interactions
Links
Changes to our Site
Termination and Reservation of Rights
Indemnification
Disclaimers and Limitations on our Liability
Arbitration Agreement and Waiver of Certain Rights
Other Provisions
Changes to these Terms

JENLOOP MARKETPLACE

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

JENLOOP POST

a. Through our Site, you may obtain Personalized Twitter Tweets, Personalized Twitter Photo, Business Twitter Tweet, Business Twitter Photo, Personal Instagram Post Photo, Personal Instagram Post Video, Personal Instagram Story Photo, Personal Instagram Story Video, Business Instagram Post Photo, Business Instagram Post Video, Business Instagram Story Photo and Business Instagram Story Video collectively, herein after referred to as a "Jenloop Post" 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 Jenloop Post that is personalized for you or a third party you identify as a recipient ("Recipient").

b. You acknowledge and agree that the Talent User has sole discretion to determine how to fulfill your request and the content of the Jenloop Post created and may not follow your request exactly. Jenloop reserves 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 Site at the time you submitted the request.

c. Jenloop Post are licensed, not sold. You are buying the right (or license) to use it, not the actual Jenloop Post itself.

d. Subject to your payment in full, the Talent User hereby grants to you the following limited rights to use the Jenloop Post (other than a Promo Jenloop Post) 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 Jenloop Post, in any and all media (for example, on social media platforms), whether now known or hereafter invented or devised.

e. You may not sell, re-sell, or encumber your rights in any Jenloop Post. You may sublicense your rights in a Jenloop Post only to the extent necessary for you to use the Jenloop Post as permitted under these Terms (for example, sharing it (if it is not a Promo Jenloop Post) 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).

f. You may use a Jenloop Post only in accordance with these Terms, which includes our Acceptable Use Policy, "Twitter User Agreement" and "Instagram User Agreement". We may terminate all or part of the foregoing licenses at any time for any reason. We reserve the right to remove a Jenloop Post from our Site at any time for any reason without any notice to you.

Promo Jenloop Post

a. Some Talent Users in the United States may offer Jenloop Post for the promotion of a Recipient that is a single U.S. commercial entity, brand, or business ("Business") through our Site (each, a "Promo Jenloop Post"). Except as noted, each Promo Jenloop Post is a Jenloop Post under these Terms. When you submit a request for a Promo Jenloop Post, 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.

b. Subject to your payment in full, the Talent User hereby grants to you the following limited rights to use the Promo Jenloop Post solely for the reasonable promotional purposes of the Business for 7 days from the date the Promo Jenloop Post is Posted by the Talent User, subject to these Terms:

i. a non-esclusive, royalty-free, full paid, worldwide, sublicensable, revocable license to use reproduce, distribute, and publicly display that Promo Jenloop Post only on:

ii. the right to advertise and promote the display of the Promo Jenloop Post on the social media account through advertising only on the applicable social media platform.

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

c. Promo Jenloop Post Representations and Warranties: You represent and warrant that:

i. the Business is located, and operates, in the U.S. and the Promo Jenloop Post will be directed to a U.S. audience;

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

iii. you and the Business will comply with "Twitter User Agreement", "Instagram User Agreement", 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 Promo Jenloop Post; and iv. you have all rights necessary (including from the Business) to request a Promo Jenloop Post on behalf of the Business, to agree to these Terms on behalf of the Business, and to request and use the Promo Jenloop Post 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.

Acknowledgement

You acknowledge and agree that:

a. Jenloop will not be liable or responsible for any Jenloop Post or other offering requested by you or any Submission (defined below) you make;

b. You have no expectation of privacy with respect to any Jenloop Post 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;

c. If you breach any provisions of these Terms, we terminate your access to our Site, or we remove or ban you (or any Site account you created or control), your license to use any Jenloop Post, or other offering under these Terms terminates and you must; promptly remove all copies of any Jenloop Post, 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

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

Additional Terms

Some products or services offered through the Site 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.

Eligibility

a. Age: You must be at least 16 years old to use our Site. b. Eligibility Representations and Warranties: You represent and warrant that:

i. you have not been prohibited from using or accessing any aspect of our Site by us or pursuant to any applicable law or regulation;

ii. 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;

iii. you (and any Site account that you created or control) have not been previously banned or removed from our Site for any reason; and iv. you are not a convicted sex offender

c. Export Control: You may not use, export, import, or transfer any part of our Site except as authorized by U.S. law, the laws of the jurisdiction in which you use or access our Site, or any other applicable laws. In particular, but without limitation, no part of our Site may be exported or re-exported:

Fees and Payment

a. Fees: The fee for a Jenloop Post or other offering is specified on the Talent User's booking page on our Site 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.

b. Currency: All transactions are in U.S. dollars ("USD") unless otherwise specified at point of purchase.

c. Payment: You may request a Jenloop Post 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 Jenloop 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 Jenloop Post and no refunds will be issued.

i. App for iOS: If a Talent User rejects your request for a Jenloop Post or the Jenloop Post is not provided, your Jenloop 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 Jenloop 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, Jenloop 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 Jenloop and are subject to change at any time.

ii. Website and App for Android: By providing your payment information, you agree that Jenloop 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.

d. Jenloop reserves the right (but is under no obligation) to cancel your Jenloop Post request if:

e. Payment questions: If you have any 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.

Ownership

a. You acknowledge and agree that each Jenloop Post and other offering from a Talent User is owned by the Talent User who created it.

b. We or our licensors own all right, title, and interest in and to:

c. 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, create derivative works of, and otherwise use the following for the purposes of operating and providing out Site, developing and improving our products and services, and advertising, marketing, and promoting our Site and our products and services:

d. We may, for any reason, refuse to accept or transmit a Submission or refuse to remove a Submission from our Site. 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 Site, remove or ban you (and any Site account you created or control), or take other appropriate action in our sole discretion for violation of these Terms.

e. Jenloop desires to avoid the possibility of future misunderstandings if a project developed by any Jenloop Party (as defined below) may seem similar to your Submission. If your Submission consists of any idea, suggestion, proposal, pan, 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 Jenloop has no obligation (including no obligation of confidentiality or privacy) with respect to that Feedback, and you grant to Jenloop 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.

f. You hereby waive any and all moral rights or "droit moral" that you 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.

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

i. your address, telephone number, and email address;

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

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

iv. 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.";

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

vi. 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.

[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.

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

Privacy

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

Third Party Content and Interactions

a. Our Site may contain features and functionalities that link to or provide you with access to third party content, that is completely independent of Jenloop, including Jenloop Post, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. Your interactions with third parties, including users and Talent Users, found on or through our Site are solely between you and the third party. You should make whatever investigation you feel necessary or appropriate before proceeding with any contact of interaction, in connection with our Site or otherwise. However, you agree not to contact or interact with any Talent User except as expressly permitted through our Site. You also agree that Jenloop may, in its sole discretion, intercede in any dispute and you will reasonably cooperate with Jenloop 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 Jenloop 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 of our Site.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUE), 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."

b. 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 Site 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 Jenloop Post will be given to the Charity. Those arrangements are strictly between the Talent User and the Charity. Jenloop 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 Jenloop). Unless expressly stated, Jenloop does not control and makes no warranties about the Charity or any donation to the Charity.

Links

Our site 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.

Changes to our Site

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

Termination and Reservation of Rights

You may cancel your Site account at any time by contacting a member of the Jenloop team at [email protected]. We reserve the right to terminate access to our Site 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 Site automatically terminates.

Indemnification

You agree to indemnify, defend, and hold harmless Jenloop and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, vendors, and licensors (each, a "Jenloop Party," and collectively, "Jenloop 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:

Disclaimers and Limitations on our Liability

a. You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an "as is" and "as available" basis. To the extent permitted by applicable law, the Jenloop 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, no-infringement, and arising out of course of dealing or usage of trade.

b. In particular; the Jenloop Parties make no representations or warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third party website linked to or integrated with our Site. You acknowledge and agree that the Jenloop Parties will have no liability of any:

c. You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including any Jenloop Post, 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 Site, including through a Jenloop Post, will create any warrant not expressly made by us.

d. You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that Jenloop 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 Jenloop Party with respect thereto.

e. To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any Jenloop 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 Jenloop has been advised of the possibility of such damages.

f. 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 receive by Platform from you during the 12 months preceding the claim giving rise to such liability.

g. 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.

h. You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between Platform and you.

Arbitration Agreement and Waiver of Certain Rights

a. Arbitration: You and Jenloop agree to resolve any disputes between you and Jenloop through binding and final arbitration instead of through court proceedings. You and Jenloop each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and Platform relating to these Terms or our Site (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.

b. Costs and Fees: If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Jenloop 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.

c. No Preclusions: This arbitration agreement does not preclude you or Jenloop from seeking action by federal, state, or local government agencies. You and Jenloop each also have the right to bring a qualifying Claim in small claims court. In addition, you and Jenloop 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.

d. No Class Representative or Private Attorney General: You and Jenloop each agree that with respect to any Claim, neither may:

e. 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 Jenloop.

f. 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: Jenloop, c/o Legal Department, 2711 South Ocean Drive, Suite 1005 Hollywood, FL 33019. Your notice must include your name and address, any usernames, each email address you have used to submit your Jenloop Post requests or set up an account on our Site (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.

g. 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 Jenloop would have in court may not be available in arbitration.

Other Provisions

a. Force Majeure: Under no circumstances will any Jenloop 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.), unavoidable accidents, 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 Jenloop Party.

b. Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the State of New York, 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 Site will be filed only in the state or federal courts located in New York, New York. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.

c. 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.

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

e. Assignment: Jenloop 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.

f. 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.

Changes to these Terms

We may change these Terms. If we do, we will post the revised Terms on our Site 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 Site after the revised Terms have been posted); otherwise, they will be effective 30 days after posting.

ADDITIONAL SITE TERMS

PLEASE READ THE FOLLOWING CAREFULLY. By using the product or service, you agree to the applicable additional terms that apply (which are Additional Terms as described in Section 5 of the Site Terms of Service ("Site Terms"). These Additional Terms will be governed by, and are incorporated into, the Site Terms. Terms that are defined in the Site Terms will have the same meaning in these Additional Terms.

From time to time, we may change these Additional Terms. If we do, we will give you notice by posting them on our Site and updating the "Last Updated" date. The revised Additional Terms will be effective immediately. By using or continuing to use this product or service, you represent and warrant that you have read, understand, and agree to these Additional Terms.

ACCEPTABLE USE POLICY

Last Updated: January 1, 2021

Your use of our Site (collectively, the Jenloop website, mobile application ("App"), and services we provide through them) is governed by this Acceptable Use Policy. Terms that are defined in the Site 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 Jenloop Twitter Post, your Site account, our Site, and any Submission (if you are a Site 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.

You represent and warrant that:

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

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

c. you will not use or authorize the use of any Jenloop Twitter Post for any purposes other than:

d. in connection with any Promo Jenloop Twitter Post, you will not request (if you are a User) or fulfill a request for (if you are a Talent User):

e. You will not:

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

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

iii. 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):

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

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

vi. 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:

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

viii. impersonate any third party;

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

x. use any means to scrape or crawl any part of our Site;

xi. 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 Site, users, Recipients, or any other third party;

xii. access our Site to Obtain information to build a similar or competitive website, application, or service;

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

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

For clarity, your use of any Jenloop Twitter Post includes use anywhere (on our Site or otherwise).

Investigations:

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

Talent Terms of Service

Last Updated: January 1, 2021

This Talent Terms of Service Agreement ("Terms") governs your use as a talent user of the Jenloop marketplace platform offered by Jenloop, Inc., doing business as Jenloop ("we", "us", or "Jenloop"), including our website (jenloop.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 Site.

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

PLEASE READ THESE TERMS CAREFULLY. By using our Site as a Talent User or otherwise indicting 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 Site as a Talent User.

ARBITRATION NOTICE: Section 19 of these Terms contains provisions governing how claims that you and Jenloop 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 Jenloop 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 you claims.

Table of Contents

Participation in the Jenloop Marketplace
Jenloop Post
Jenloop Post Promotions
Fees and Payment
Talent Referral Program
Talent Content
Ownership
Additional Terms
Eligibility
Copyright and Intellectual Property Policy
Privacy
Third Party Content and Interactions
Business Relationship with Jenloop
Links
Changes to our Site
Termination and Reservation of Rights
Disclaimers and Limitations on our Liability
Indemnification
Arbitration Agreement and Waiver of Certain Rights
Other Provisions
Changes to these Terms

Participation in the Jenloop Marketplace

a. Registration: In order to participate on our Site, 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 Site account and your use of our Site. You agree not to create a Site account using a false identify 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 out Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site 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 Site account.

i. Talent User age 16 or older: Talent Users who are at least 16 years old may register directly. By registering, you represent and warrant that: (A) you are at least 16 years old (and, if between 16 and 18 years old, are registering with the supervision and with the consent of your parent or legal guardian, who also agrees to these Terms); (B) you are of legal age to form a binding contract; (C) you are (and if you are between 16 and 18 years old, your parent or legal guardian is) not barred from using our Site under the laws of the United States, your place of residence (and if you are between 16 and 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 between 16 and 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 Site and will fully indemnify the Jenloop Parties (defined below) for any failure to do so.

ii. Parent or Legal Guardian of Talent User, under age 16: Talent Users who are under 16 years old, may register only through a parent or legal guardian who, by registering, represent 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 not the Talent User is barred from using our Site 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 Site and will fully indemnify the Jenloop Parties for any failure to do so.

iii. Organizations: A management company, manager, agency, agent, publicist, or other individual or organization (each, an "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 Site 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 Site under these Terms and will full indemnify the Jenloop Parties for any failure to do so. To register Affiliated Talent as an Organization, please contact [email protected]

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

Jenloop Post

From time to time, a use of our Site ("User") may request one or more tweet (each, a "Jenloop Post") from you through our Site.

a. While we hope you will fulfill a request within 48 hours of receiving it, you may have up to seven days (at Jenloop's sole discretion) to complete and upload the Jenloop Post. If you do not either: (i) accept the request and upload the Jenloop Post; 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 Jenloop Post 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 Site one Jenloop Post.
b. Jenloop 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 Jenloop Post request.
c. Each Jenloop Post 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 Jenloop Post, except that you agree:

Promo Jenloop Post

If you are a resident of the United States, you may choose to offer Jenloop Post for promotion of an U.S. commercial entity, brand, or business (Business") through our Site (each, a "Promo Jenloop Post"). Except as noted, each Promo Jenloop Post is a Jenloop Post under these Terms.

Fees and Payment

a. Booking Fee: You set your own price for each Jenloop Post and any other offering you choose to make available through Jenloop marketplace platform (e.g., Promo Jenloop Post) (each, a "Booking Fee"), provided that:

b. 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 Jenloop for each Jenloop Post or other Platform product offering that you created and delivered to fulfill to an User's request that you accepted through our Site, except that in the case of a Booking Fee paid through the App, we will pay you 75% of the amount actually received by Platform 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").

c. Fees and Payment Representations and Warranties: You represent and warrant that:

d. Payment: You agree to register with the third party payment provider selected by Jenloop, which Jenloop may change in its sole discretion. You may not use a payment provider other than the one selected by Jenloop. You will provide the payment provider any information required in order to receive payments via the payment provider. Any payments due to you from Jenloop will be made via the payment provider. If you do not provide the payment provider with all required information, you may not be able to receive the payments due to you. Jenloop 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. Subject to the payment provider's terms, payment will be made at the end of the month of receipt by Jenloop of the Booking Fee or Net App Booking Fee (as set forth in Section 4.a.). You acknowledge and agree that Jenloop 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 to any payment or deduction by the application platform (as set forth in Section 4.b.). Jenloop will be responsible for fees, costs, and expenses incurred in connection with the payment provider selected by Jenloop. Unless otherwise agreed by Jenloop 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 Jenloop, 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 Site, 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.

e. 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.

f. Fundraising: If you identify any entity on your booking page or elsewhere on our Site as a charitable organization or a recipient of any funds that you are raising (each, a "Charity"), you:

Talent Referral Program

We offer Talent Users and others who register on our Site as a talent referral source ("Jenloop 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 use on our Site ("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:

a. Jenloop 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 Site account, modify the Referral Fee, or take other action in our sole discretion.

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

c. For every new user who application to register as a Talent User on our Site using your Code is accepted in writing by Jenloop ("Referred Talent"), Jenloop will pay you, for Ten (10) years, beginning as of the date that the Referred Talent first created an account as a Talent User on our Site using your Code, Two (2%) Percent of the Booking Fee actually received by Platform, except that in the case of a Booking Fee paid through the App, it is Two (2%) Percent of the Net App Booking Fee, for each Jenloop Post the Referred Talent creates and delivers to fulfill a User's request accepted through our Site during that ten-year period (excluding any Jenloop Post for which no revenue was earned, and, at Jenloop's discretion, any Jenloop Post 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 Jenloop'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 Site (with another code, under another name, or otherwise), has previously begun the on-boarding process for our Site, 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.

d. 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.

e. You represent and warrant that any messages you use to share your Code with your personal connections will:

f. We reserve the right to deactivate your Site account and any Referred Talent's Site 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.

g. By participating in the Referral Program, you agree to release and hold harmless Jenloop 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.g APPLIES ONLY TO ECONOMIC DAMAGES AND DOES NOT APPLY TO CLAIMS OF FRAUD OR PERSONAL INJURY.

Talent Content

a. License Grant to Talent Content: Our Site allows you to upload, submit, store, send, transmit, approve, and receive content and data, including your Jenloop Post and Promotional Materials (collectively, "Talent Content"). When you upload, submit, store, send, transmit approve, or receive Talent Content to or through our Site, 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 reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes we make so that Talent Content works better with our Site or otherwise), and to use your Talent Content for the purposes of operating and providing our Site, to develop and improve our products and services, and to advertise, market, and promote our Site, products, and services, and you agree that such Talent Content may, in Jenloop'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 Site. You agree that we may display advertising with or in connection with your Talent Content. You further acknowledge and agree that Jenloop has no obligation to you in connection with any advertising displayed on or in connection with our Site (including no obligation to share any revenue received by Jenloop as a result of any such advertising).

b. License Grant to Users:

i.For each Jenloop Post (other than a Promo Jenloop Post), you hereby grant to the User and the Recipient a non-exclusive, royalty-free, full paid, worldwide, sublicensable and perpetual license to use, reproduce, distribute, and publicly display the Jenloop Post, in each case, solely in accordance with the Site Terms, in any and all media, whether now known or hereafter invented or devised (including social media channels and third party websites and platforms).

ii. For each Promo Jenloop Post, you hereby grant to User and the Business for 90 days from the date the Promo Jenloop Post is sent by Jenloop to the User (and for any additional 90 day periods to which you agree):

A. a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display the Promo Jenloop Post solely on: one website an one social media account, such as Facebook, Instagram, LinkedIn, SnapChat, TikTok, or Twitter, in each case, wholly-owned, operated, and controlled by the Business; and
B. the right to advertise and promote and display of the Promo Jenloop Post on the social media account through advertising only on the applicable social media platform.

c. Right to Remove Jenloop Post: You acknowledge and agree that we cannot restrict the use of your Jenloop Post or other offerings by the Users (or 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 use (including from social media channels or third party websites or platforms). If we do seek to remove a Jenloop Post 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 Jenloop to act as your agent in order to submit any DMCA notice or other demand with respect to your Jenloop Post. You will promptly notify us if you learn that any Promo Jenloop Post is being used in violation of the Site 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 Promo Jenloop Post for any reason, including if the use exceeds the license in Section 1a(ii) or otherwise violates the Site Terms.

d. Licenses: 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 Promo Jenloop Post, 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 Site or otherwise in accordance with these Terms, and Users may sublicense their rights subject to the Site 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 Site.

e. Talent Content Representations and Warranties: You represent and warrant that:

i. 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;

ii. 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;

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

iv. In connection with each Promo Jenloop Post:

a. you are a resident of the U.S.;

b. 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

c. 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 Promo Jenloop Post.

v. 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;

vi. you will not post or make publicly available any Jenloop Post that the User has requested not be posted to your booking page;

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

viii. 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;

ix. You will not edit, change, modify or remove the watermark from any Jenloop Post or assist or encourage any third party to do so;

x. You will not ask us for permission or to assist you with the actions prohibited by Sections 6.e(vi) through 6.e(ix)); and

xi. Except for a Jenloop Post 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 Jenloop Post unless asked by us to do so.

f. Treatment of Talent Content: Any Talent Content is non-confidential, non-propriety, 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 Site 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.

g. 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 Site for any reason without notice to you.

h. Cancellation of Site Account: If you cancel your Site account, you may, on at least three business days' advance written notice to us, request that we no longer include your Jenloop Post on our Site 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 Jenloop Post 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).

Ownership

a. Other than Talent Content, we or our licensors own all right, title, and interest in and to:

b. Jenloop 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 Jenloop has no obligation (including of confidentiality or privacy) with respect to your Feedback and you grant to Jenloop 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.

c. 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.

Additional Terms

Some products or services offered through the Site 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.

Eligibility

a. Age: You must be at least 16 years old to use our Site. 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 Site only with permission from your parent or legal guardian.

b. 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 Site does not or will not affect your current or future eligibility with respect to any such association, group, authority or organization.

c. Eligibility Representation and Warranties: You represent and warrant that:

i. you have not been prohibited from using or accessing any aspect of our Site by us or pursuant to any applicable law or regulation;

ii. 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;

iii. if you include an animal in Jenloop Post, you will cause no harm to the animal and will comply with all applicable laws and regulations:

iv. you (and any Site account that you created or control) have not been previously banned or remove from our Site for any reason; and

v. you are not a convicted sex offender.

d. Export Control: You may not use, export, import, or transfer any part of our Site except as authorized by United States law, the laws of the jurisdiction in which you use or access our Site, or any other applicable laws. In particular, but without limitation, no part of our Site may be exported or re-exported:

a. Digital Millennium Copyright Act Notice: We respond to notices of alleged copyright infringement and terminate access to our Site 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:

i. your address, telephone number, and email address;

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

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

iv. 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";

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

vi. 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.

[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.

Privacy

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

Third Party Content and Interactions

Our Site may contain features and functionalities that link to or provide you with access to third party content, that is completely independent of Jenloop, including Jenloop Post, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. Your interactions with third parties, including Users, on or through our Site, are solely between you and the third party; however, Jenloop may, in its sole discretion, intercede and you will reasonably cooperate with Jenloop if it does so. You acknowledge and agree that Jenloop 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 Site only through the Site. You hereby release each Jenloop 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 Site.
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.

Business Relationship with Jenloop

a. You and Jenloop agree and declare you and Jenloop 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 venture franchisee, partner, agent, or employee of Jenloop, 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 element of your performance. You also retain the option to accept, declining, 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.

b. You represent and warrant that as between Jenloop and you (whether a Talent User, parent or legal guardian of a Talent User an Organization, Affiliated Talent, Jenloop 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 Site under these Terms.

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

d. 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.

e. Your relationship with Jenlooop is non-exclusive, meaning that you may provide similar services to third parties, including Jenloop'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.

Links

Our Site 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.

Changes to our Site

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

Termination and Reservation of Rights

You may cancel your Site account at any time by contacting a member of the Jenloop team at [email protected] . We reserve the right to terminate access to our Site 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 Site automatically terminates.

Disclaimers and Limitations on our Liability

a. You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an "as is" and "as available" basis. To the extent permitted by applicable law, the Jenloop 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.

c. You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, 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 Site, including through a Jenloop Tweet will create any warranty not expressly made by us.

d. You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that Jenloop 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 Jenloop Party with respect thereto.

e. To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any Jenloop 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 date) 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 Jenloop has been advised of the possibility of such damages.

f. 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 Jenloop from you during the 12 months preceding the claim giving rise to such liability.

g. 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 limitation may not apply to you and you might have additional rights.

h. You agree that the limitations of damages ser forth above are fundamental elements of the basis of the bargain between Jenloop and you.

Indemnification

You agree to indemnify, defend and hold harmless Jenloop and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, and licensors (each, a "Jenloop Party," and collectively, "Jenloop 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:

Arbitration Agreement and Waiver of Certain Rights

a. Arbitration: You and Jenloop agree to resolve any disputes between you and Jenloop through binding and final arbitration instead of through court proceedings. You and Jenloop each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and Jenloop relating to these Terms or our Site (each a "Claim," and collectively, "Claim"). 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 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.

c. No Preclusions: This arbitration agreement does not preclude you or Jenloop from seeking action by federal, state, or local government agencies. You and Jenloop each also have the right to bring any qualifying Claim in small claims court. In addition, you and Jenloop 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.

d. No Class Representative or Private Attorney General: Each of you and Jenloop 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 Jenloop). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

e. Severability/No Waiver/Survival: If any provision of the 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 Jenloop.

f. 30-Day Op-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: Jenloop, Inc., c/o Legal Department, 2711 South Ocean Drive, Hollywood, FL 33019. Your notice must include your name and address, any usernames, each email address you have used to set up an account on our Site, 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.

g. 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 Jenloop would have in court may not be available in arbitration.

Other Provisions

a. Force Majeure: Under no circumstances will any Jenloop 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.), unavoidable accidents, 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 Jenloop Party.

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

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

e. Assignment: Jenloop 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.

f. 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.

Changes to these Terms

ADDITIONAL TALENT TERMS

PLEASE READ THE FOLLOWING CAREFULLY. By offering the product or service, you agree to the applicable additional terms that apply (which are Additional Terms as described in Section (8) of the Talent Terms of Service ("Talent Terms")). These Additional Terms will be governed by, and are incorporated into, the Talent Terms. Terms that are defined in the Talent Terms or the Site Terms of Service ("Site Terms") will have the same meaning in these Additional Terms.

From time to time, we may change these Additional Terms. If we do, we will give you notice by posting them on our Site and updating the "Last Updated" date. The revised Additional Terms will be effective immediately. By offering or using or continuing to offer or use the applicable product or service, you represent and warrant that you have read, understand, and agree to these Additional Terms.

TALENT ACCEPTABLE USE POLICY

Last Updated: January 1, 2021

Your use of our Site (collectively, the Jenloop website, mobile application ("App"), and services we provide through them) is governed by this Acceptable Use Policy. Terms that are defined in the Site Terms of Service or Talent Terms of Services will have the same meaning in our Acceptable Use Policy.

You are responsible for your use of any Jenloop Tweet your Site account our Site, and any Submission (if you are a Site 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.

You represent and warrant that:

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

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

c. you will not use or authorize the use of any Jenloop Post for any purposes other than:

d. in connection with Promo Jenloop Post, you will not request (if you are a User) or fulfill a request for (if you are a Talent User);

e. You will not:

i. violate any law, regulation or court order;

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

iii. 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);

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

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

vi. 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;

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

viii. impersonate any third party;

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

x. use any means to scrape or crawl any part of our Site

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

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

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

For clarity, your use of any Jenloop Tweet includes use anywhere (on our Site or otherwise).

Investigations:

You acknowledge and agree that we are not obligated to monitor access to or use of our Site by you or third parties (including monitoring any Jenloop Post, Talent Content, Submission, or Feedback), but we have the right to do so to operate our Site; 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.