RESONADE TERMS OF SERVICE

Last Modified: 2025-01-16

PLEASE READ OUR TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING ANY PORTION OF THE PLATFORM THE INDIVIDUAL ACCESSING OR USING THE PLATFORM ACKNOWLEDGES THAT THEY HAVE READ OUR TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM AS OF THE DATE YOU FIRST USED THE PLATFORM. IF YOU DO NOT AGREE, YOUR ONLY CHOICES ARE TO NOT USE THE PLATFORM, LEAVE IMMEDIATELY, AND STOP INTERACTING WITH US. PLEASE KEEP A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

INTRODUCTION

Thank you (“you”, “your”, “User”) for viewing our Terms of Service (“Agreement”).

Resonade Inc. (“Company”, “we”, “us”, “our”, “RESONADE”) is a company from California that provides services to our users, including content creators and fans, over the social monetization platform found at www.resonade.io (the “Platform”).

Through continued access or use of the Platform you agree to be bound by this Agreement, which constitutes a legal contract entered between RESONADE and User.

If you are accessing or using the Platform on behalf of a company or organization, you represent that you have authority to act on behalf of that entity and provide consent and acceptance for that entity.

The following terms and conditions, together with any documents and/or additional terms that are expressly incorporated by reference, govern your right to access and use the Platform.

If this Agreement or any terms of this Agreement are unacceptable to you, you must cease using the Platform immediately.

As applicable to your role on the Platform, User agrees to and provides express consent to our Privacy Policy, User License Agreement, and Creator License Agreement.

MODIFICATIONS TO THE AGREEMENT AND PLATFORM

RESONADE reserves the right, in our sole discretion, to revise and update this Agreement and any aspect of the Platform from time to time. All such modifications are effective immediately upon posting and apply to all access to and continued use of the Platform. You agree to periodically review this Agreement to be aware of any such modifications and your continued use shall denote your acceptance.

The Platform may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Platform is restricted to User or unavailable at any time or for any period.

AGE RESTRICTIONS

By using the Platform, you represent and warrant that you are the legal age of majority under applicable law to form a binding contract with RESONADE and meet all the eligibility requirements for use of the Platform. Anyone under the age of 18 is prohibited from using the Platform without being accompanied and monitored by an adult who has full responsibility for ensuring compliance with this Agreement. If you do not meet all these requirements, you must not access or use the Platform.

GEOGRAPHIC RESTRICTIONS

The owner of the Platform is based in California, USA. We provide the Platform for use only by persons located in USA and limited areas of Canada. The Platform is not intended for use in any jurisdiction where its use is not permitted, including for use in Quebec, Europe, or United Kingdom. Such users must leave the Platform immediately. If you access the Platform from outside the permitted jurisdictions, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

SAFE USE OF THE PLATFORM

Users are responsible for obtaining their own access to the Platform through proper registration on the Platform. Users are required to ensure that all persons who access the Platform through User's account are aware of and comply with this Agreement. Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as strictly confidential.

User may encounter third parties, including other users, on the Platform. You may encounter profiles, content, comments, reviews, hyperlinks, websites, functions, products, services, advertisements, and/or APIs of such third parties. User acknowledges and accepts the risks associated with use of the Platform and encounters with third parties. We do not endorse and are not responsible or liable for any encounters with third parties on the Platform.

You are prohibited from attempting to circumvent or violating the security of the Platform or otherwise using or accessing the Platform for an authorized use, including, without limitation: accessing or using content, data, functionality, or intellectual property that is not intended for you; breaching the security, authentication, or protection measures of the Platform; restricting, disrupting or disabling service to users, hosts, servers, or networks; disrupting network services or otherwise disrupting our ability to monitor the Platform; using any robot, spider, crawler, or other automatic device, process, or means to access the Platform, including monitoring, copying, or downloading any part of the Platform or its contents; introducing any viruses, trojan horses, worms, logic bombs, or other material, code, or files that are malicious or harmful to the Platform; attacking the Platform via a denial-of-service attack, flooding, mailbombing, crashing, or other such harmful actions; attempting to lure other users off the Platform; using the Platform in connection with the distribution of unsolicited commercial messages; attempting to scam or commit fraudulent acts on users of the Platform; to copy, store or otherwise access or use any information, including personally identifiable information about any other user on the Platform in any way that is inconsistent with our Privacy Policy, our license agreements, or this Agreement; or otherwise attempting to interfere with the proper working of the Platform.

INTELLECTUAL PROPERTY

You understand and agree that all intellectual property belonging to RESONADE, including the Platform and its entire contents, features, and functionality, including, all works, files, content, trademarks, logos, text, images, video, audio, audiovisual, broadcast, design, presentation, layout, selection, arrangement, data, or any related derivatives or spinoffs (“Intellectual Property”), are the sole property of RESONADE, its licensors, or other providers of such material; and all rights not expressly granted are reserved by RESONADE.

Any use of the Platform or Intellectual Property not expressly permitted by this Agreement is a breach of this Agreement and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws, or the rights of RESONADE, its users, or another third party.

You have no right, title, or interest in or to the Platform or to any materials or content on the Platform or any of our Intellectual Property other than such materials belonging to you that you uploaded to or published on the Platform as a User Submission or User Content (as defined below).

You shall not engage in any unauthorized activities, including to copy, modify, download, reproduce, distribute, transmit, create derivative works of, rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, reverse engineer, disassemble, circumvent, decompile, decode, adapt, remove proprietary notices from, or otherwise make available the Platform or our Intellectual Property, in whole or in part, or the intellectual property belonging to any third party, including other users of the Platform, without such third-party’s express permission.

You may only use the Platform for your personal and non-commercial use unless you have duly registered for a Creator account and have received express consent from RESONADE and are additionally bound by the terms and conditions of the Creator License Agreement.

USER SUBMISSIONS & CONTENT

As a condition of your access to and use of the Platform you agree that you may use the Platform limited only to lawful and authorized purposes and in strict compliance with this Agreement, and in strict compliance with our Privacy Policy and license agreements, as applicable to your role on the Platform. Any submissions you make to the Platform through any interactive function including through a form, drop box, upload field, post, publication, comment, review, direct message, connection request, user profile, user studio, media player, store, checkout, link, download, or other similar functions (collectively “Interactive Functions”) constitutes your consent to all actions we take with respect to such functions and information or materials gathered from such functions, consistent with this Agreement and our Privacy Policy. You warrant and swear that you have all required rights, consents, and authorizations to submit any materials to an Interactive Function of the Platform (each a “User Submission”). Any content published or made public on the Platform via a User Submission is “User Content”. If User is registering for the Platform, User must register and operate on the Platform using their legal, accurate, and full names and information. By registering for the Platform, you hereby warrant and represent that the information you provide RESONADE during the registration process or updated after registration is accurate, complete, and up to date.

You represent and warrant that you shall not impersonate or attempt to impersonate any other person or entity or submit or publish a User Submission or User Content that is false, hateful, defamatory, fraudulent, illegal, or infringing on ours’ or a third party’s rights, such determination to be made in our sole discretion.

WE RESERVE THE RIGHT TO UNPUBLISH, HIDE, OR REDUCE THE VISIBILITY OF ANY USER SUBMISSION OR USER CONTENT AND/OR DEACTIVE OR MAKE PRIVATE USER’S ACCOUNT AT ANY TIME, INCLUDING, IF YOU ARE IN BREACH OF THIS AGREEMENT.

USER CONTENT: GRANT OF LICENSE

Without limiting our license agreements, by submitting any User Submission or publishing any User Content, you grant us the right to a world-wide, royalty free, irrevocable license to use, perform, publish, and display any such User Submission or User Content in order to deliver our Platform to our users, for portfolio usage, and for organic usage on our Platform, social media, and marketing channels, including User’s trademarks, image, voice, and likeness, and otherwise for the purposes as detailed in our license agreements and Privacy Policy. You waive any moral rights or other rights of authorship as a condition of submitting any User Submission or publishing any User Content. For the avoidance of doubt, after the term of this Agreement, RESONADE shall not be required to remove any User Submission or User Content submitted to or published on the Platform during the term.

PLATFORM IS NOT A PUBLISHER

RESONADE is not responsible for any User Submission or User Content on the Platform. Each user is fully responsible and legally liable, including to any third party, for any User Submission and User Content. RESONADE shall in no instance be considered or treated as the author, publisher, or provider of any User Submission or User Content or other information provided by or made public by User or any other user of the Platform. RESONADE is not responsible or legally liable to any party for any User Submission or User Content, including the submission's accuracy or truthfulness or the use of such submission on or off the Platform by any third party.

PLATFORM MONITORING & ENFORCEMENT

RESONADE has the right and option to: remove or refuse to post on the Platform any User Submission or User Content for any or no reason in our sole discretion; fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform; terminate or suspend your access to all or part of the Platform including, without limitation, any violation of this Agreement; and remove, make private, or decrease the visibility of your User Submission, User Content, or profile.

YOU WAIVE AND HOLD HARMLESS RESONADE AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY RESONADE AND ANY OF THE FOREGOING PARTIES, INVESTIGATIONS BY EITHER RESONADE OR SUCH PARTIES, OR BY LAW ENFORCEMENT AUTHORITIES.

NO RELIANCE

The information on the Platform is provided for general information purposes only. It is not intended to amount to professional or other advice on which you should rely. The Platform may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content published by RESONADE, are solely the opinions and the responsibility of person or entity providing those materials. Such materials or User Submission or User Content do not reflect the opinion of RESONADE.

NON-DISPARAGEMENT

During your use of the Platform and for a period of two (2) years thereafter, User shall not make or publish any public statements, distributions, transmissions, posts or pages that RESONADE, in its reasonable discretion, would find disparaging or that would reasonably tend to bring RESONADE, its products, brands, or services into disrepute.

PRICES

Unless stated otherwise at the time of order checkout, any prices listed on the Platform are in US dollars. All prices are exclusive of sales tax or other applicable taxes unless shown otherwise at the time of order checkout.

Any prices listed on the Platform for a particular product or service being offered by other users of the Platform (the “Listed Price”) may change from time to time as such user changes the Listed Price.

RESONADE does not control the Listed Price of products and services offered by users of the Platform. By purchasing other users’ products or services at the Listed Price or otherwise entering into a transaction with another user of the Platform, you agree to the Listed Price ‘as is’ at the time of entering into the transaction and agree that the Listed Price is acceptable and valuable consideration for the products or services being offered at the time of the transaction.

LIMITATION ON LIABILITY

YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM, INCLUDING THAT OF OTHER USERS, ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND.

NEITHER RESONADE NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE PLATFORM, YOUR PROFILE, DATA, OR CONTENT.

UNDER NO CIRCUMSTANCE WILL RESONADE NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT, BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE PLATFORM, ANY USER SUBMISSION, ANY USER CONTENT, ANY INTERACTION WITH ANOTHER USER, CONTENT ON THE PLATFORM, OR SUCH OTHER THIRD-PARTY WEBSITES AND FUNCTIONS ENCOUNTERED ON THE PLATFORM.

INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless RESONADE, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees arising out of or relating to your breach of this Agreement, your use of or access to the Platform, your consumption of content, goods, or services found on the Platform, your interactions with other users on the Platform, your unauthorized use of a third party’s property, or your infringement or breach of a third party’s rights or a third party agreement.

GENERAL

The Platform and this Agreement will be governed by and construed in accordance with the laws of California and the USA. Any action or proceeding arising out of or relating to the Platform and under this Agreement will be instituted in those courts, as applicable, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. Unless mutually agreed by the Parties in writing, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Agreement, our Privacy Policy, and our applicable license agreements, constitute the entire Agreement between you and RESONADE regarding the use of and access to the Platform and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written, oral, or inferred from conduct, regarding such subject matter. Nothing herein, expressed, or implied, will constitute or contemplate a partnership, joint venture, employment, or other agency relationship between the Parties. The Parties agree that only RESONADE may assign or transfer this Agreement and its rights and obligations under this Agreement to a third party, at its option and discretion. If any legal proceeding is brought by either Party hereto to enforce or interpret this Agreement, both Parties will be deemed to have jointly drafted this Agreement and neither side will enjoy the benefit of any evidentiary presumptions. The word “include” in this Agreement means ‘including without limitation’. The sections and headers in this Agreement are for context only. Each Party acknowledges to the other they had the opportunity to obtain independent legal advice or have freely chosen not to obtain such advice.

CONTACT, COMPLAINTS & NOTICES

Resonade Inc. is a corporation duly incorporated in California, USA.

All notices and communications to RESONADE shall be delivered in writing via email to:

Resonade Inc. Attention: Privacy Officer [email protected]

All notices and communications to User shall be delivered to User in writing via email to the email address they used to contact RESONADE or the email address they used to register for the Platform.

If submitting a notice, complaint, or request to withdraw consent or remove your account, content, data, or information from the Platform, please particularize and substantiate all information and evidence RESONADE reasonably needs to comply with such notice, complaint or request, including to comply with all relevant rules, regulations, and our Privacy Policy, within SIXTY (60) days of the circumstances of such notice, complaint, or request being made known to User.

If you believe that someone is, through the use of our Platform, unlawfully infringing the intellectual property or other rights belonging to you or someone else, and you wish to have the allegedly infringing material removed, send the following information to us at the email above: identification of the copyrighted work(s) or trademarks that you claim to have been infringed, including hyperlinks, screenshots, and timestamps; identification of the material on our services that you claim is infringing and that you request us to remove, including hyperlinks, screenshots, and timestamps; a statement that you have a good faith belief that use of the objectionable material is not authorized by the owner, its agent, or under the law; a statement that the information is accurate, and under penalty of perjury, that you are either the owner of the intellectual property that has allegedly been infringed or that you are authorized to act on behalf of the owner; your address, telephone number, and e-mail address; and your physical or electronic signature.