SOCIAL CIRCLE

TERMS AND CONDITIONS OF USE


These terms and conditions were most recently updated on 1st August 2017

1.Information About Social Climbers Limited and the Social Circle platform services

1.1.socialcircle.media is a web or mobile application owned and operated by

Social Climbers Limited (“Social Circle”, “we”, “us”, “our”), a company registered in England and Wales with company number 10225838 and its registered office at 12 King James Avenue, Cuffley, Potters Bar, Hertfordshire, EN6 4LR, United Kingdom.

1.2.The services provided by Social Circle, operate as a platform for curated engagement between Creators and Brands in a business to business context enabling;

(i)value creation for Creators’ influencer activities [and business] across a range of social media platforms such as YouTube, Twitter, Facebook and Instagram (“SM Platforms”, and as we might remove or include from time to time) displayed via a Creator’s personal profile, and

(ii)Brands to establish Creator campaign engagement and selection of Creators.

2.Age/Eligibility

2.1.To access and use the Platform you must be: (i) at least 16 years old; or (ii) if you are aged between 13 years and 16 years you may access only with the consent of a parent or legal guardian.

2.2.If you do not satisfy the above eligibility requirements, you must not use the

Platform Services. By using the Platform Services you represent that you comply with the above eligibility requirements.

3.Terms of Use

3.1.These terms and conditions (Terms) govern how users, engaging with the Social Circle platform (the “Platform”) as either a Creator or a Brand

(referred to in these Terms as “you”, “your”), may use the Platform and its [mobile] applications (or any other software we or our third party providers make available to you, whether local or remotely accessed and any update and/or upgrade to any of them) and the services made available to you from time to time (together or individually, “Platform Service(s)”). Please read these Terms carefully before you start to use the Platform.

3.2.We treat your privacy with respect and personally identifiable information

(“PII”) provided by you or collected by us will be used under the Social

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Circle privacy policy (“Privacy Policy”) referred to further in these Terms below at section 4.

3.3.By using the Platform, you confirm that you accept these Terms, including the Privacy Policy, and your agreement to comply with them.

3.4.Your continued use of the Platform Services is subject to your compliance with these Terms. If you do not agree to these Terms in full (or to any documents referred to in these Terms), you must not use the Platform Services. If you breach these Terms we may terminate your access to the Platform Services and any Social Circle account.

3.5.We may update these Terms from time to time and post such updated

Terms on the Platform. You agree that whenever you use the Platform Services your use of the Platform Services will be governed by the Terms we have published on the Platform at that time. It is your responsibility to check these Terms from time to time for changes. Your continued use of the Platform Services after we have updated these Terms constitutes your acceptance of such changes. If you do not agree to such changes, you should immediately cease using the Platform Services.

4.Personally Identifiable Information (PII) & our Privacy Policy

4.1.You agree that we may process your PII in accordance with our Privacy Policy.

4.2.You agree that you will not use any contact details or other personal information obtained through use of the Platform Services except for completing and carrying out any arrangements or engagements to which you may be a party (whether online or offline), or as explicitly agreed by the subject of the personal information.

4.3.You agree that we may disclose your identity to any party who claims that the utilisation of your account infringes their rights, or to any public authority in any jurisdiction on request.

5.Terms for Creators only

5.1.The provisions of this section 5 only apply to you if you engage with the Platform Services as a Creator (and not as a Brand).

5.2.We do not offer any services apart from the Platform Services (which may be amended by us from time to time) and your access to the Platform Services remains subject to these Terms at all times.

5.3.When you first apply to join the Platform as a Creator by completing the account set-up process, you will be required to identify the categories for which you create content within the one or more SM Platforms you select.

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You will allow Social Circle to access your public profiles on these SM

Platforms in order that we can collect data in respect of those profiles from the SM Platforms concerned, by providing such public log-in details and/or authorisations as are necessary when prompted to do so. There may be social sign-up options available to you in addition.

5.4.Your application to join the Platform remains subject to our review and acceptance, and we reserve the right to decline your application for whatever reason we see fit, and to remove the profile you create as part of your account set-up. We will notify you accordingly if your application has not been successful.

5.5.You agree to disclose true and complete information during the accountset-up process, and to update your information promptly in the event that it changes. You agree not to select a username in connection with use of the Platform Services which is offensive, misleading or otherwise inappropriate, or is used by anyone else.

5.6.You will be enabled to use the Platform Services dashboard for Creators which displays a range of indicators of your performance as a social media influencer across enabled SM Platforms. These will include total numbers of followers, percentage increase/decrease over time, audience-typebreakdown and an aggregated feed from your selected SM Platforms. You will be able to create and customise your personal profile via your Social

Circle dashboard interface (“Profile”) and to share a public URL version of this Social Circle branded Profile with Brand’s users. The Platform Services will also enable interest tags to be applied, for example “fashion” or “politics”.

5.7.If you have successfully joined the Platform and are confirmed by us as a Social Circle Creator, Social Circle validated metrics will display in your

Profile (with a “verified by” symbol) based on data we acquire from your performance as a social media influencer across your chosen SM Platforms. Social Circle will assist you in acquiring a valuation metric for your influencer activities based on your performance across such SM Platforms over time. Your Profile will include display of that valuation metric, enhancing commercialisation of your influencer activities, and which will be available for Brand’s users to gauge your potential relevance and effectiveness to prospective Brand campaigns.

5.8.Data delivered by Social Circle into your profile as a result of your activities and those of your social media engagements on applicable SM Platforms will be branded by Social Circle and (as applicable) identified as validated by Social Circle (with a “verified symbol”). You warrant and undertake to us not to re-use any of the data displayed in your Social Circle profile and/or account outside of the Platform (whether in digital or any other format) or to

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use it in association with any third parties for any purpose unless specifically permitted by us.

5.9.You agree that any arrangement or any engagement entered into between you and a Brand outside of the Platform Services (whether online or offline) remains at all times exclusively a matter between you and the other party concerned, and that we do not participate in that arrangement or engagement in any way, nor bear any liability to you or any other person however arising in connection with it.

5.10.Subject always to and in accordance with these Terms, you are granted a non-exclusive, non-transferable, non-sub-licensable, revocable licence to use the Platform in connection only with the Platform Services.

5.11.You agree that we may suspend access to the Platform, or close the

Platform or any part of it indefinitely and without notice.

5.12.We make no attempt to, and you agree that we have no responsibility to, confirm the identities of other Platform users.

6.Terms for Brands only

6.1.The provisions of this section 6 only apply to you if you engage with the

Platform Services as a Brand (and not as a Creator). They will also apply when we provide the Platform Services for you on a managed basis, and you are given access to the Platform accordingly.

6.2.Other than any services we might agree to manage on your behalf, we do not offer any services apart from the Platform Services (which may be amended by us from time to time) and your access to the Platform Services remains subject to these Terms at all times.

6.3.You will be required to provide headline information and sign-in credentials to create your Social Circle account. There may be social sign-up options available to you in addition.

6.4.You agree to disclose true and complete information during the Social

Circle account set-up process, and to update your information promptly in the event that it changes. You agree not to select a username in connection with use of the Platform Services which is offensive, misleading or otherwise inappropriate.

6.5.You will be enabled to use the Platform Services dashboard for Brands which provides an overview of the number of campaigns and lists of Creators you have compiled and the number of Creators you can search

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from, together with the ability to compile a list, initiate a campaign or to search. The Platform Services provide flexible functionality to assist you in evaluating the extent of a Creator’s social media influence across identified

SM Platforms in specific categories, in making selections for specific campaigns, and in managing your campaign budget by establishing applicable costs per engagement.

6.6.You will be able to deploy Creators in respect of any campaign and to receive Social Circle’s analysis of such a campaign on the basis of outcomes obtained against stated metrics in your specific dashboard.

6.7.A Creator’s Profile and applicable influencer data forming part of that Profile, will where the Creator is a Social Circle member as appropriate be identified as validated by Social Circle with a “verified by” symbol. We retrieve the data from the applicable SM Platforms, and present all the involved Creators’ outcomes on the basis of valuation metrics in your campaign dashboard (such data also then forming part of the Creator’s Profile). The data will indicate the prevailing trends applicable to a campaign/Creator on the basis of aggregated anonymised data in categories such as geo-location, gender, age group (as we may/may not make available from time to time).

6.8.The “Social Climbers” list made available in your Platform Services dashboard will be a curated list of relevant Creators, from which you can access a Creator’s profile, and add them to a list.

6.9.You agree that any arrangement or any engagement entered into between you and a Creator outside of the Platform Services (whether online or offline) remains at all times exclusively a matter between you and the other party concerned, and that we do not participate in that arrangement or engagement in any way, nor bear any liability to you or any other person however arising in connection with it.

6.10.Ownership of any and all usage data generated by the Platform

Services, (but excluding any items provided by you, the rights in which are governed by section 8.4 below) including data resulting from any interaction you may have with the Platform and/or the Platform Services

(and all intellectual property and like proprietary rights in the data) remains at all times vested in Social Circle. You are granted a non-exclusive, non- transferable, non-sub-licensable, revocable licence to use such data in the form presented to you by the Platform Services in connection with your dashboard/Profile and any campaign you pursue.

6.11.Where we make available to you CPE (cost per engagement) data, you acknowledge and agree that all such data is provided for guidance only and does not constitute any binding fee recommendation made by us to you, that our method of calculating value and CPE may change from

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time to time based on factors we may consider relevant and that we rely on data itself derived from third party sources. For the avoidance of doubt, any algorithm we may use to determine CPE remains at all times our property to which clause 8.6 applies, and our confidential information and you have no rights of access to any or all of it.

7.Account/Profile Security

7.1.You remain at all times responsible for keeping personal details provided to us current and any account or Profile information up to date in all respects. It is your responsibility to keep your Profile and/or account safe and secure.

Please do not share any applicable passwords with anyone and always ensure that you log-off when not using the Platform and keep any access device under your control suitably locked and protected.

7.2.We have no liability for any loss or damage whatsoever resulting from the disclosure of your password contrary to these Terms. You are prohibited from using any other individual’s Profile account at any time without our and/or the other individual’s express permission.

7.3.You must immediately notify us of any unauthorised use of your password or account or any other breach of security.

8.IPR: Brand names, trade marks, trade names and intellectual property rights

8.1.The Platform Services and the material published using them, are protected by copyright and intellectual property laws and treaties around the world. Where such rights belong to us or our licensors, they are reserved.

8.2.Content available through the Platform Services is protected by intellectual property law, including copyright, and you agree that you will not reproduce, distribute, copy or publicly display any content which is not your own content, except to the extent required for your use of the Platform

Services in accordance with these Terms. Content is subject to change at any time.

8.3.Information posted on the Platform or via the Platform Services is posted by Creators, Brands or by us. We are not responsible for information posted by Creators or by Brands.

8.4.By using the Platform and/or Platform Services, you grant to us a non- exclusive, royalty-free, irrevocable and world-wide licence to use any images, information, logos, marks, text, graphics, and any other items or materials that you provide to us and/or upload or otherwise add to the

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Platform only in connection with your use of the Platform Services at any time, and for our reasonable purposes connected with publicising Social Circle. We may use any such content whether you are a Brand, or a

Creator, and whether you continue to be either of these or not. You warrant and represent to us that (i) you have the right to grant to us the rights and licences granted (or purported to be granted) under this section

8.4; and (ii) the exercise of any of the rights or licences granted (or purported to be granted) to us under this section 8.4 neither infringes nor will infringe the rights (including the intellectual property rights) of any third party.

8.5.You agree not to use the mark ‘Social Circle’ or any other trade marks or trade or brand names owned by us, or imply any association with or endorsement by us except as specifically permitted by us, or under these Terms.

8.6.We own (or are licensed to use) all copyright, trademarks and other intellectual property rights in and/or relating to the Platform and/or the Platform Services. You may use those intellectual property rights only as set out in these Terms. You may not distribute, disseminate, show in public or create any derivative works of any items or materials that are not yours that you find on, or copy or download from, the Platform.

8.7.In particular, you must not use any robot, spider, scraper, website search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" or in any way gather content or materials, from the Platform or reproduce or circumvent the navigational structure or presentation of the Platform. You agree to comply with any robot exclusion headers on the Platform.

9.Acceptable Use of the Platform Services

9.1.You agree that;

9.1.1.you will not buy or create false views, shares, likes or similar, or deploy false budgets when conducting campaigns or provide false tracking codes to intentionally indicate false results for campaigns, or otherwise manipulate or “game” the Platform Services to affect applicable valuation or other metrics that may enhance or otherwise affect applicable profiles, or any campaign, for any purpose;

9.1.2.you shall not use the Platform Services to procure or attempt to procure any services which are controlled, regulated or banned by law;

9.1.3.you shall not decrypt, extract, disassemble, reverse-engineer or decompile the Platform Services;

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9.1.4.you shall not use the Platform other than as a single product;

9.1.5.the right to use any upgraded or updated version of the

Platform Services replaces the right to use the Platform Services being upgraded;

9.1.6.you will not remove any identification or notices of any proprietary or copyright restrictions from the Platform Services or any associated materials, include any portion of the Platform Services in any other software program, or develop methods to enable unauthorised parties to use the Platform Services;

9.1.7.you expressly waive any rights you may obtain through application of the law of any jurisdiction or otherwise that are inconsistent with these Terms, so far as is permitted by applicable law;

9.1.8.you will not create any modifications or derivative works directly or indirectly using the Platform Services, or any of its components, and any modifications or derivative works created directly or indirectly using the Platform Services or its components, or enhancements to the Platform Services, shall vest on their creation in us and be owned exclusively by us (and if necessary you shall promptly execute any further documentation required to legally or commercially effect such assignment to us);

9.1.9.you will not knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs,keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware of the Platform Services;

9.1.10. you will not damage, interfere with or disrupt the Platform Services in any way;

9.1.11.you will not use contact details obtained using the Platform

Services to harass any person;

9.1.12.you will not use the Platform Services or information obtained from the Platform Services to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);

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9.1.13.you will not use the Platform Services for any purpose that is unlawful, improper or illegal, or in breach of any law, or for the purpose of breaching any law;

9.1.14.you will not use the Platform Services in a way which infringes the rights of anyone else, harasses anyone else, is harmful, or otherwise restricts or inhibits anyone else's use and enjoyment of the

Platform Services;

9.1.15.you will not use the Platform Services to impersonate any person or entity or falsely state or misrepresent your affiliation with a person or entity;

9.1.16.you will not post comments about yourself or which are not in good faith and in accordance with your honestly held belief; and

9.1.17.you will not use the Platform Services for the purpose of harming or attempting to harm minors in any way.

9.2.Linking: You may link to the home page of the Platform, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express consent. Where the Platform contains links to other websites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those external sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

9.3.Campaign content: We retain the right at all times to prevent any campaign proceeding and to remove its content from the Platform in the event we believe any breach of these section 9 acceptable use conditions are breached or are likely to be breached.

10.Warranties and representations you make to us

10.1.You warrant and represent to us that you are the owner (or authorised licensee) of all applicable rights in any content that you may introduce in any way into the Platform through use of the Platform Services.

10.2.You warrant and represent to us that your use of the Platform

Services will comply with applicable codes of practice (by way of example only, the UK Code of Broadcast Advertising (BCAP code) and the UK Code

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of Non-broadcast Advertising and Direct & Promotional Marketing (CAP

Code)) and with all applicable laws and regulations.

10.3.If you post any information or content about any person, obtained by you from a third party (whether that third party is the person concerned or not) you warrant and represent that you have the necessary permission to do so and you acknowledge and agree that any such posting may infringe personal privacy or data protection rights for which you may be liable.

11.Our liability to you in respect of the Platform Services and the information and advice we publish

11.1.You agree that we do not review content posted by any user and we have no control over or liability for any such posting.

11.2.You agree that any arrangement or any engagement entered into between you and any other user outside of the Platform Services (whether online or offline) remains at all times exclusively a matter between you and the other party concerned, and that we do not participate in that arrangement or engagement in any way, nor bear any liability to any person however arising in connection with it.

11.3.We will supply the Platform Services using reasonable skill and care but we make no other representations, warranties or guarantees, whether express or implied, with respect to the Platform Services. You accept that the Platform Services are provided on an 'as is' basis. You agree that we have no liability for:

11.3.1.the actions of other users of the Platform Services;

11.3.2.any loss you may suffer as a result of any interruption of the operation of the Platform Services;

11.3.3.the lawfulness of the content of any user posting on the

Platform Services; or

11.3.4.the accuracy of any data or information provided by any other user of the Platform Services.

11.4.You agree that any information, advice and guidance we may make available on the Platform (the Platform Information) is made available by us on an ‘as is’ and ‘as available’ basis and that the content and format of the Platform Information may be changed by us without notice.

11.5.Whilst we make reasonable endeavours to ensure the accuracy of the

Platform Information, there may be inaccuracies, errors or omissions contained in the Platform Information. Accordingly, to the extent permitted by applicable law, we will not be liable to you (or to any third party) for any inaccuracies, errors or omissions contained in the Platform Information, nor for any loss or damage suffered by you or by any third party in respect of any reliance you (or a third party) place on any Platform Information. We make no

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representations, warranties or guarantees whether express or implied that the Platform Information is accurate, complete or up to date.

11.6.You agree that such Platform Information is our confidential information and is and shall remain at all times our property (or the property of our licensors).

11.7.We grant you a limited right to use the Platform Information under these Terms. This means that you must not reproduce, duplicate, copy, publish, sell or resell the Platform Information. You may not use or exploit the Platform Information for any purpose other than the purposes set out in these

Terms (or any other purpose for which we give you express and specific written permission) and in particular you may not re-use the Platform

Information in any way in either your or any third party’s advertising, marketing or communications of any kind. You must also not export or copy any of the Platform Information onto other databases, or repeatedly extract individual items of information or use the Platform Information in or for any other products.

11.8.If we give you express and specific written permission to use the

Platform Information for any additional purpose, you agree to acknowledge Social Circle (by using our trade mark(s) in the form of logo and web address www.socialcircle.media) as the source of the information and indicate that Social Circle is the owner of all rights in the Platform Information (including without limitation, copyright, confidential information and database rights.

11.9.To the extent permitted by applicable law, we expressly exclude all other conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.

11.10.You agree that we (and our directors, employees, officers, agents, subsidiaries and affiliates) shall, to the extent permissible by applicable law, not be liable to you in contract, tort or otherwise in respect of any loss of any; (i) data, (ii) revenue, (iii) profits, (iv) opportunity, (v) goodwill, or (vi) reputation, whether direct or indirect, or for any indirect or consequential loss or damage.

11.11.Our liability to you under or in connection with these Terms is limited to £1000 (one thousand pounds sterling).

11.12.Nothing in these Terms shall exclude or limit liability for death or personal injury caused by our negligence (as defined in the Unfair Contract

Terms Act 1977), liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, or any other liability which cannot be excluded or limited under applicable law.

12.Suspension and termination

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12.1.You acknowledge and agree that we may, in our sole discretion, suspend or terminate your account and/or your access to the Platform Services at any time for any reason and without notice to you. In the event that we do so, including if you become an inactive participant on Social Circle, any applicable usage data may be deleted without notice to you.

12.2.You agree that we shall not be liable to you or to any third party for any suspension and/or termination of your right to use or otherwise access the Platform Services.

12.3.You may stop using the Platform Services at any time, but you will remain liable to perform any arrangement or any engagement entered into between you and any other user outside of the Platform Services (whether online or offline).

12.4.Termination of the agreement between you and Social Circle governed by these Terms, shall not affect any accrued rights or liabilities.

13.Indemnity

13.1.You agree to indemnify us and our affiliates and our respective directors, officers, employees and agents, as well as their licensors and suppliers, from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of:

13.1.1.any misrepresentation, act or omission made by you in connection with your use of the Platform Services;

13.1.2.any non-compliance by you with these Terms; or

13.1.3.claims brought by third parties arising from or related to your access or use of the Platform Services or other information made available by you to the Platform Services.

14.Other important terms

14.1.We can assign, sub-contract and/or otherwise transfer any or all of our rights and/or obligations under these Terms to any entity or person.

14.2.You may not assign, sub-contract and/or otherwise transfer your rights or obligations under these Terms to any other person or entity except with our prior written consent. For the avoidance of doubt, you may not assign or in any way transfer your Social Circle account and/or profile to any person or entity without our written consent. Any such purported

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transfer or assignment without our written consent will be a breach of these

Terms and be null and void.

14.3.If any of these Terms, including any part of any term, is found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the rest of these Terms or the relevant part thereof shall remain in full force and effect.

14.4.Any failure by us to exercise or enforce any right or provision in these Terms will not constitute a waiver of such right or provision.

14.5.Except as expressly stated in these Terms, nothing in these Terms is intended to confer any rights, remedies or benefits upon any person other than you and us.

14.6.These Terms set out the entire agreement between you and us and supersede any and all prior terms, conditions, warranties and/or representations to the fullest extent permitted by law.

14.7.You confirm that you have not been induced to enter into a contract on these Terms by any prior representations, whether written or oral, except as specifically set out in these Terms and you hereby waive any claim for breach of any such representations which are not specifically set out in these Terms.

14.8.In these Terms the use of the word "including" shall not limit any preceding category.

14.9.Nothing in these Terms is intended to or shall give rise to any relationship of employment, agency, partnership, joint venture or profit sharing.

14.10.These Terms are governed by and interpreted in accordance with the laws of England and Wales. If we or you choose to bring proceedings in connection with these Terms, we or you must do so in the courts of

England and Wales, or the courts of the jurisdiction you live in.

15.Contact Us

15.1.If you have any concerns about material which appears on the

Platform Services, please contact us by email at [email protected]