Effective Date: 2026-04-20

Terms of Service

Effective Date: Apr 20, 2026

Popow Terms of Service

These Terms of Service (these "Terms") govern your use of [Samyang Popow Inc.] ("Popow", "we", "us", "our") website located at https://popow.ai/ (the "Site"), the proprietary online creator-brand marketplace platform "Popow" offered by Popow (the "Platform"), including any content, component, and/or functionality offered thereon (collectively, our "Service"). These Terms include any other policies, guidelines and instructions that are posted by Popow through our Service. Our Service is offered subject to your acceptance without modification of these Terms.

Popow operates as a marketplace intermediary that connects brands seeking meme-based advertising content ("Brands") with creators who produce such content ("Creators"). Popow does not employ Creators, does not set Campaign compensation amounts, and does not guarantee any particular volume of Campaign opportunities. Compensation terms for each Campaign are established between the Brand and Creator through a Campaign Agreement facilitated by the Platform.

If you, the Creator (as defined below), are accessing or using our Service on behalf of a business or entity, then: (i) "you" and "your" includes you and that business or entity; (ii) you represent and warrant that you are an authorized representative of the business or entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity's behalf; and (iii) your business or entity is legally and financially responsible for your access or use of our Service as well as for the access or use of your account by others affiliated with your entity, including any employees, agents or contractors.

BY USING OR ACCESSING ANY PART OF OUR SERVICE, YOU AGREE TO ALL OF THE TERMS CONTAINED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OUR SERVICE.

Scope

Our Service constitutes an online marketplace platform for creators ("Creators") and brands ("Brands") to connect for meme-based advertising campaigns. Popow facilitates the creation and management of brand marketing campaigns (each, a "Campaign") through the Platform. Creators participate in Campaigns by producing and submitting original meme-based video content on TikTok in response to Campaign requirements (each such submission, a "Deliverable").

Creator participation in each Campaign is governed by a separate Campaign Participation Agreement (a "Campaign Agreement") entered into between the Brand and Creator through the Platform. Each Campaign Agreement sets forth the specific terms for that Campaign, including compensation, deliverable requirements, content guidelines, and applicable hashtags. Popow facilitates the execution of Campaign Agreements but is not a party thereto, except as a third-party beneficiary as set forth in the applicable Campaign Agreement.

Access and License

Popow may change, suspend or discontinue any aspect of our Service at any time. Popow may also impose limits on certain features and services or restrict your access to parts or all of our Service without notice or liability.

Creator represents and warrants that if Creator is an individual, Creator is at least 18 years old. Our Service is available to you only if you are at least 18 years old. Creator also certifies that they take full responsibility for the selection and use of our Service. This Agreement is void where prohibited by law, and the right to access our Service is revoked in such jurisdictions.

Access to certain features of our Service may require you to link and maintain an active TikTok account associated with your Creator profile. Creator is responsible for obtaining and maintaining any equipment or ancillary services needed to connect to or access our Service, including, without limitation, modems, hardware, software, and long distance or local telephone service.

Creator shall provide a valid Spark Ads Authorization Code for each Deliverable submitted through the Platform. The Spark Ads Authorization Code grants the applicable Brand permission to run paid advertisements using Creator's content. Failure to provide a valid Spark Ads Authorization Code may result in the Deliverable being ineligible for compensation.

Subject to these Terms, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable, worldwide license to access and use our Service, to browse and participate in Campaigns, to submit Deliverables, and to access other content within our Service as intended by the explicit functionalities of our Service, solely for your personal use through your use of our Service and solely in compliance with these Terms. Popow reserves all rights not expressly granted herein in our Service and any content therein.

We reserve the right, including by automated means, but you acknowledge that we have no obligation to pre-screen, monitor, review, or edit any Creator's Campaigns, Deliverables, or any other content posted by you and other users on our Service. You are solely responsible for ensuring that your Deliverables or any other content posted by you to our Service comply with these Terms.

Creator's Account

Creator will provide Popow with current, complete and accurate information as and when prompted or requested. Creator acknowledges and agrees not to: (i) register an account on behalf of another person; (ii) register under the name of another person or under a fictional name or alias; (iii) choose a username that constitutes or suggests an impersonation of any other person (real or fictitious) or entity or that Creator is a representative of an entity when Creator is not, or that is offensive; (iv) choose a username for the purposes of deceiving or misleading our users and/or Popow as to Creator's true identity; or (v) choose a username that incorporates a solicitation. Creator is entirely responsible for maintaining the confidentiality of Creator's account information and password.

Permissions and Restrictions

You may access and use our Service as made available to you, as long as you comply with these Terms and applicable law. The following restrictions apply to your use of our Service. You are not allowed to and you represent, warrant, and covenant that you will not:

  • Access, reproduce, download, distribute, transmit, broadcast, display, sell, license, alter, modify or otherwise use any part of our Service or any content appearing in it except: (i) as expressly authorized by the intended explicit functionalities of our Service; or (ii) with prior written permission from Popow and, if applicable, the respective rights holders;
  • Circumvent, disable, fraudulently engage with, or otherwise interfere with any part of our Service (or attempt to do any of these things), including security-related features or features that: (i) prevent or restrict the copying or other use of content appearing within our Service; or (ii) limit the use of our Service or content appearing within our Service;
  • Access our Service using any automated means (such as robots, botnets or scrapers);
  • Collect or harvest any information that might identify a person (for example, usernames or faces), unless permitted by that person or otherwise allowed by these Terms;
  • Use our Service to distribute unsolicited promotional or commercial content or other unwanted or mass solicitations;
  • Misuse any reporting, flagging, complaint, dispute, or appeals process, including by making groundless, vexatious, or frivolous submissions;
  • Use our Service and content appearing on our Service other than as intended by the explicit functionalities of our Service;
  • Directly or indirectly, reverse engineer, duplicate, replicate, remove, transfer, reveal, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to our Services or any software, documentation or data related to our Service ("Software");
  • Modify, translate, or create derivative works based on our Services or any Software or use our Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels; or
  • Engage in any transaction with a Brand outside of the Platform that was initially introduced or facilitated through the Platform, except as expressly permitted in writing by Popow. This restriction applies during the first twelve (12) months following the Creator's initial Collaboration with such Brand. Violations may result in liquidated damages of three thousand US dollars ($3,000) per Creator per occurrence. \u003c!-- DECIDED 04/10: $3,000 + 12 months --\u003e

Campaign Participation

Campaign Types. Campaigns on the Platform are designated as either: (a) "Open" Campaigns, in which any eligible Creator may accept the Campaign terms and begin producing a Deliverable immediately; or (b) "Selective" Campaigns, in which Creators apply and are selected by the Brand before being authorized to participate.

Campaign Agreement. By participating in a Campaign, Creator agrees to enter into a Campaign Agreement with the applicable Brand. Creator agrees to submit the required Deliverable within the time period specified in the applicable Campaign Agreement. Creator acknowledges that each Campaign Agreement may include additional Campaign-specific terms and conditions. BY PARTICIPATING IN A CAMPAIGN, CREATOR CONFIRMS THAT CREATOR HAS READ AND AGREED TO THE APPLICABLE CAMPAIGN AGREEMENT. IN THE EVENT OF ANY CONFLICT BETWEEN THESE TERMS AND A CAMPAIGN AGREEMENT, THE CAMPAIGN AGREEMENT SHALL CONTROL WITH RESPECT TO THE SPECIFIC CAMPAIGN.

Deliverable Obligations. Creator shall submit Deliverables in accordance with these Terms, the applicable Campaign Agreement, and the Campaign Guidelines. Creator is limited to one (1) Deliverable per Campaign unless otherwise specified in the Campaign Agreement. Creator may participate in multiple Campaigns simultaneously, and total Deliverable counts across all active Campaigns may be aggregated for purposes of determining Creator Tier obligations (see Creator Tiers section below).

Campaign Guidelines. Creator shall comply with all Campaign Guidelines provided through the Platform for each Campaign in which Creator participates, including but not limited to meme cluster references, hashtag requirements, and content direction.

Content Review & Approval

Popow First-Pass Review. All Deliverables submitted through the Platform are subject to review by Popow. Popow's review is limited to screening for: (a) illegal content, including obscenity, graphic violence, and hate speech; (b) direct disparagement of competing brands; and (c) fraudulent or artificially manipulated content, including view-botting and engagement fraud. Popow targets completion of its review within twenty-four (24) hours of submission, though this timeframe is a target and not a guarantee.

Popow's review does not assess content quality, creative merit, or brand fit. Meme-native characteristics including but not limited to dark comedy, absurdist humor, and low-production aesthetics are expressly permitted and shall not constitute grounds for rejection.

Review Process. Popow employs a two-stage review process: (i) an automated AI-based first filter for legal compliance and fraud detection; and (ii) a human review for Deliverables that pass the automated filter. Creator acknowledges that Popow may download and store copies of Deliverables as part of the review process (see Video Archival under Content Rights & Usage).

Brand Post-Approval. Following the conclusion of each Campaign Term, the applicable Brand shall review all Deliverables that have passed Popow's review and make a final determination regarding compensation eligibility. Brand's post-approval decision is the sole basis for whether compensation is disbursed. If Brand rejects a Deliverable during post-approval, no compensation is payable to Creator for that Deliverable. Creator acknowledges that Popow may arrange for a replacement Deliverable from another Creator in a subsequent Campaign at no additional cost to Brand.

Creator Tiers

Tier Structure. The Platform maintains two Creator tiers:

(a) General Creator: Any Creator who has registered on the Platform and participates in Campaigns.

(b) Guaranteed Creator: A Creator who has been promoted to the Guaranteed tier and receives priority Campaign assignment and minimum work guarantees.

Promotion to Guaranteed Tier. A General Creator may be promoted to Guaranteed Creator status upon meeting all of the following criteria: (i) participation in at least three (3) Campaigns; (ii) no active placement on the Platform's restricted list; and (iii) approval by the Popow operations team. Popow reserves the right to modify promotion criteria at any time. Creators who are directly recruited by Popow prior to launch may be granted immediate Guaranteed status as an early access benefit.

Guaranteed Creator Benefits. Guaranteed Creators receive: (i) priority assignment to Campaign opportunities; (ii) a minimum number of Campaign assignments per period [TBD: specific count to be determined]; (iii) direct communication channel with the Popow team; (iv) eligibility for featured placement on the Platform and Popow social media channels; and (v) preview access to new Brand Campaigns.

Campaign Supply Commitment. When Brand Campaign supply is insufficient to meet Guaranteed Creator work commitments, Popow shall provide supplementary Campaign opportunities (including Popow-branded promotional Campaigns) to fulfill minimum work guarantees. Guaranteed Creators shall not be penalized for failure to meet submission obligations when such failure is attributable to insufficient Campaign supply. [TBD: specific mechanism to be determined.]

Demotion. A Guaranteed Creator who fails to meet the minimum weekly submission requirement [TBD: specific count] for two (2) consecutive weeks shall be demoted to General Creator status. Upon demotion, priority assignment and minimum work guarantee benefits are revoked.

Re-Promotion. [TBD: Conditions for re-promotion after demotion to be determined — whether existing Campaign participation counts are retained or reset.]

Guaranteed Creator Agreement Renewal. Campaign Agreements for Guaranteed Creators shall automatically renew for successive Campaign Terms of equivalent duration under the then-current Campaign terms, unless: (a) Creator provides written opt-out notice to Popow at least seven (7) calendar days prior to the expiration of the current Campaign Term; (b) Creator is demoted from Guaranteed Creator status; or (c) the Agreement is terminated pursuant to its terms. Popow shall notify Creator of renewal terms at least fourteen (14) calendar days prior to the renewal date.

Penalties & Enforcement

Popow employs a revenue-opportunity reduction model for enforcement. Creator penalties take the form of tier demotion and reduced Campaign access rather than monetary fines.

Submission Shortfall. A Guaranteed Creator who fails to meet the minimum weekly submission requirement for two (2) consecutive weeks shall be demoted to General Creator status, as described in the Creator Tiers section above. Exceptions apply when Campaign supply is insufficient (see Campaign Supply Commitment above).

Content Violations. Deliverables that are rejected under the Content Review process for illegal content, hate speech, or fraudulent activity may result in: (a) rejection of the Deliverable without compensation; (b) suspension of Creator's access to new Campaigns; and/or (c) permanent restriction from the Platform, at Popow's sole discretion. Popow shall generally provide thirty (30) days' advance notice prior to account termination, except in cases of severe violations (e.g., child exploitation, extreme harm), which may result in immediate termination. Graduated enforcement criteria are maintained in Popow's operational policies. \u003c!-- DECIDED 04/10: 30-day notice for ToS / immediate for severe. Graduated logic in penalty.md --\u003e

Post Removal Violations. Creator's removal, hiding, or restriction of a Deliverable in violation of the Post Maintenance Period specified in the applicable Campaign Agreement is a breach of the applicable Campaign Agreement. Popow assumes no liability or obligation to intervene or mediate in such disputes, nor does Popow guarantee compensation for removed Deliverables. Popow reserves the right, but not the obligation, to take administrative action including but not limited to downgrading Creator's platform rating, restricting access to future Campaigns, or tier demotion. \u003c!-- DECIDED 04/10: SideShift model (minimal platform mediation, 100% indemnification) --\u003e

Compensation & Payment

Marketplace Model. Popow operates as a marketplace intermediary. Compensation for each Campaign is determined by the applicable Brand and set forth in the Campaign Agreement. Popow does not set or guarantee Creator compensation amounts. Popow provides market-rate guidelines to assist Brands in setting appropriate compensation levels.

Payment Structure. Creator compensation consists of: (a) a per-Deliverable base rate as specified in the applicable Campaign Agreement; and (b) Leaderboard bonus compensation, if applicable, as specified in the Campaign Agreement or determined by Brand and/or Popow.

Payment Timing. Compensation is calculated and credited to Creator's Popow Wallet within seven (7) calendar days following the conclusion of the applicable Campaign Term, after Leaderboard tabulation and Brand post-approval are complete.

Popow Wallet. Creator compensation is credited to a Popow Wallet maintained within the Platform. Creator may request withdrawal of accumulated funds when the Wallet balance equals or exceeds fifty U.S. dollars ($50.00). Withdrawals are processed via PayPal to the account designated by Creator on the Platform.

Taxes and Fees. Creator shall be responsible for all taxes, fees, payment processing fees (e.g. PayPal fees) and service fees due on and/or in connection with the total compensation payable to Creator. Creator acknowledges that any compensation may be regarded as taxable income and agrees to comply with all applicable tax reporting and local regulatory requirements.

Platform Fee. For the initial Proof of Concept (PoC) phase, Popow shall charge a zero percent (0%) platform fee. Popow reserves the right to introduce a variable fee structure in the future, subject to prior notice to Creators. \u003c!-- DECIDED 04/10: 0% for April PoC, variable later --\u003e

Third-Party Payment Processing. Popow may engage third-party payment processors to process payments. Necessary personal and financial information may be shared solely for this purpose, subject to appropriate confidentiality and data protection obligations.

Content Rights & Usage

Creator Ownership. As between Popow and Creator, Creator solely and exclusively owns the Deliverables (subject to Creator's obligations under any agreement between Creator and TikTok or any other applicable third party, and subject to the license grants below).

License to Popow. By providing Deliverables to our Service, you grant to Popow a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use your Deliverables (including the right to reproduce, distribute, prepare derivative works, display and perform the applicable Deliverables) in connection with our Service and our (and our successors' and affiliates') business, including for the purpose of promoting and redistributing part or all of our Service.

License to Brands. The specific content rights granted to Brands are set forth in each Campaign Agreement. By default, Campaign Agreements grant Brands a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, sublicensable, and transferable license to use, reproduce, distribute, display, perform, modify, create derivative works from, and otherwise exploit the Deliverables for advertising and marketing purposes, including Spark Ads, organic content, and derivative works.

License to Other Users. You also grant each other user of our Service a worldwide, non-exclusive, royalty-free license to access your Deliverables through our Service, and to use your Deliverables, including to reproduce, distribute, prepare derivative works, display, and perform the applicable Deliverables, only as enabled by the explicit functionalities of our Service.

Spark Ads Authorization. Creator shall provide a valid Spark Ads Authorization Code for each Deliverable submitted through the Platform. This authorization permits the applicable Brand to run paid advertisements using Creator's TikTok content. Popow disclaims all liability arising from any Brand's use of Spark Ads.

Video Archival. Popow will download and store a copy of each Deliverable at the time of content review. This archival ensures that Brands may exercise their content rights even if Creator subsequently removes the original Deliverable from TikTok. Creator consents to such archival and storage.

Post Maintenance. Creator shall keep each Deliverable publicly accessible and shall not delete, hide, archive, or otherwise restrict access to it for the Post Maintenance Period specified in the applicable Campaign Agreement. Removal in violation of this obligation may result in compensation forfeiture and penalties as set forth in the applicable Campaign Agreement and the Penalties & Enforcement section of these Terms.

Moral Rights. To the fullest extent permitted by applicable law, Creator irrevocably waives and agrees not to assert any "moral rights" or equivalent rights (including rights of attribution and integrity) in and to the Deliverables against Popow, any Brand, or their respective licensees and assigns.

Third-Party IP. Creator acknowledges that certain trends or viral formats on platforms such as TikTok may incorporate music, trademarks, or other third-party content or intellectual property ("Third-Party IP"). Creator agrees to: ensure that any Third-Party IP used in Deliverables is either properly licensed (e.g. through TikTok's licensed music library) or that Creator otherwise has all necessary rights; provide information regarding any Third-Party IP used in content submissions upon Popow's request; and indemnify and hold Popow and the applicable Brand harmless from any and all claims related to Creator's unlicensed or otherwise infringing use of any Third-Party IP.

Creator further grants to us a royalty-free license to use your user name, image, voice, and likeness to identify you as the source of any Deliverables.

Termination and Suspension

You are free to stop using our Service at any time. We reserve the right to suspend or terminate your access to our Service or delete your account if we determine:

  • You breached these Terms, any Campaign Agreement, or our policies as posted in our Service from time to time
  • We must do so to comply with the law
  • Your use of our Service could cause risk or harm to Popow, Brands, our users, or anyone else
  • You have been demoted from Guaranteed Creator status and subsequently fail to meet the requirements for General Creator participation

We reserve the right to withhold or reduce payment, reject Deliverables, suspend accounts, or demote Creator tier status based on repeated rejection, suspected manipulation, violation of Campaign Guidelines, content policy violations, or breach of any Campaign Agreement, in our sole discretion.

If you believe we have suspended or terminated your account in error, you can file an appeal with us by contacting our support team by email at help@popow.ai.

FTC Disclosure Compliance

If applicable, without limiting these Terms, Creator represents and warrants that Creator has complied and will comply with all applicable laws, rules and regulations in connection with Creator's use of the Service, including those promulgated by the Federal Trade Commission in 2020 ("FTC"), such as the FTC Guides Concerning Use of Endorsements and Testimonials in Advertising (the "FTC Endorsement Guides") presently accessible at eCFR :: 16 CFR Part 255 -- Guides Concerning Use of Endorsements and Testimonials in Advertising. Creator acknowledges that failure to comply with such disclosure rules may result in content rejection, payment withholding, or suspension from the Platform. Creator is solely responsible for ensuring that it is in compliance with all applicable laws, including the FTC Endorsement Guides, and Creator shall be solely responsible and liable for any legal claims or regulatory actions arising from Creator's failure to comply with all applicable laws, including all applicable FTC Endorsement Guides, unless such materials were explicitly provided or required by Popow. More information about the FTC Endorsement Guides and applicable compliance obligations can be found at https://www.ftc.gov/news-events/media-resources/truth-advertising/advertisement-endorsements.

In addition, you acknowledge and agree that Popow or the applicable Brand may require that your Deliverables include disclosures regarding your relationship with the Brand and/or Popow. The specific disclosures you will be required to use in connection with the applicable Deliverables will be specified in the applicable Campaign Agreement, Campaign Guidelines, or will otherwise be provided to you by Popow. Failure to include the required disclosures will constitute a breach of these Terms.

Creator is responsible for being familiar with, and agrees to comply with, all applicable federal, state, and local laws, regulations, and guidelines promulgated by the Federal Trade Commission ("FTC"), including without limitation, Section 5 of the Federal Trade Commission Act ("FTC Act"), the Endorsement Guides, and any other FTC guidance regarding deceptive marketing practices.

  • Section 5 of the FTC Act protects consumers from deceptive advertising by prohibiting "unfair or deceptive acts or practices in or affecting commerce." Unfair practices are practices which cause or have the potential to cause misinformed purchasing decisions. Deceptive practices are practices which involve a material representation, omission, or practice that are likely to mislead a consumer into making a purchase that they likely would not have made absent the deceptive conduct.
  • The Endorsement Guides require influencer endorsements and other social media marketing practices to be honest and not misleading and to disclose any "material connections" between advertisers and endorsers. A material connection is one which would impact the weight or credibility that the Creator's audience gives the endorsement, including but not limited to, personal, family, employment, and financial relationships, or the receipt of any other benefit in exchange for making the endorsement, such as compensation, free or discounted products, or a feature on a social media campaign.

Disclosure of Material Connections

In accordance with the FTC requirements described above, Creator agrees to clearly, obviously, and unambiguously disclose Creator's material connection with the applicable Brand on all Deliverables created by Creator.

Examples of required disclosures are:

  • For photographic endorsements, superimposing the disclosure over the picture to allow the viewer sufficient time to notice and read the disclosure;
  • For video endorsements, making the disclosure verbally and superimposing the disclosure language in the video itself; and
  • For live stream endorsements, making the disclosure verbally and repeating the disclosure periodically throughout the live stream to ensure that viewers who see only part of the stream receive the disclosure.

For all Deliverables created or posted by Creator for the Platform, Creator must use simple and clear language and/or hashtags that the audience cannot miss or misunderstand (e.g., no abbreviations such as "collab"). Below are a few examples of simple and clear disclosure language and hashtags that Popow recommends:

  • "[Brand] Partner"
  • "[Brand] Sponsorship"
  • "Paid partnership with [Brand]"
  • "In collaboration with [Brand]"
  • "Advertisement"
  • "Sponsored"

Unfair and Deceptive Acts

In addition to the necessary disclosures, Creator must ensure their endorsement is truthful and based on Creator's personal experience with the product or service they are endorsing. Specifically:

  • Creator's endorsement must reflect Creator's honest opinion, finding, belief, and experience with the brand, product, or service.
  • Creator's endorsement must not make any claims that would be false, misleading, or unsubstantiated if the brand made them directly.
  • Creator cannot discuss experience with a product or service that they have not personally tried.
  • Creator cannot use fake information (e.g., a fake alias) when promoting a brand, product, or service on the Platform.

Any false, inaccurate, erroneous, or otherwise misleading or deceptive information in an endorsement post must be promptly corrected by Creator in a manner which visibly apprises the reader that the post has been altered to correct prior misstatements. Furthermore, Creator is prohibited from posting or forwarding written statements, audio, video, pictures, or other materials that could be considered offensive, malicious, obscene, harassing, or threatening to any readers or viewers, including, but not limited to, Popow employees, Brand employees, customers, clients, subscribers, or followers.

Monitoring and Violations

In accordance with FTC requirements, Popow and/or the applicable Brand will monitor and review Creator's endorsement efforts to ensure that Creator makes appropriate disclosures of material connections, and that the posts reflect Creator's honest opinion, finding, belief, and experience with the endorsed products or services. Should Popow identify any social media posts which violate these Terms, Popow will take appropriate action against the Creator based on the nature and extent of the identified violation. Repercussions for such violations may include, but are not limited to, requiring: immediate removal of the post from the Platform; a post or statement which corrects the identified violation; suspension of all promotional endorsements by Creator on the Platform; training and/or re-training on compliance with the FTC guidelines; tier demotion; and/or termination of this Agreement.

Confidential Information

Popow may furnish Confidential Information (defined below) to Creator solely as is necessary to enable Creator to participate in Campaigns and submit Deliverables through the Service, and for no other purpose or use. "Confidential Information" shall mean all confidential, proprietary or non-public information (whether written, oral or in another medium) furnished to Creator by Popow or any Brand through the Platform, including but not limited to Campaign briefs, compensation rates, platform data, audience insights, and meme cluster strategies. Creator shall use at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than commercially reasonable care. Creator recognizes that irreparable harm will result from any breach or threatened breach of this section and, in such event, Popow shall have the right to equitable relief, including injunctive relief, without the need to secure a bond. This section shall survive the termination or expiration of these Terms for any reason and is cumulative of all other rights.

Creator Warranties; Disclaimers

Warranties. Creator represents and warrants to Popow that: (i) Creator has the full power and authority to enter into these Terms and to fully perform all of its obligations and grant all necessary rights hereunder without violating the legal or equitable rights of any third party; (ii) none of the acts, services or materials, including any Deliverables, delivered, provided, created and/or modified by Creator shall or will violate, infringe or misappropriate the rights of any third party, including, without limitation, any trademark rights, or contain any material that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; (iii) Creator's services hereunder (such as submission of Deliverables) will be of a professional nature, performed with skills necessary to carry out the services as contemplated under these Terms, and that Creator has sufficient right, title and interest in and to all Creator content and Third-Party IP to make all assignments (and grant all licenses) hereunder; (iv) all acts, services and materials provided hereunder are in compliance with all applicable federal, state and local laws and regulations; (v) all Deliverables are original works created by Creator; and (vi) all Spark Ads Authorization Codes provided by Creator are valid and accurately generated from Creator's TikTok account.

Disclaimers. CREATOR EXPRESSLY AGREES THAT USE OF OUR SERVICE IS AT CREATOR'S SOLE RISK. OUR SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, POPOW, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. POPOW DOES NOT WARRANT THAT OUR SERVICES WILL MEET CREATOR'S REQUIREMENTS, OR THAT OUR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT OUR SERVICES OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR ANY OTHER HARMFUL COMPONENTS. POPOW DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF OUR SERVICE. POPOW DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY SERVICES, PRODUCTS, MATERIAL, CAMPAIGNS, DELIVERABLES OR OTHER CREATOR CONTENT OR THIRD-PARTY IP. EXCEPT AS EXPRESSLY PROVIDED IN THE GUARANTEED CREATOR BENEFITS AND CAMPAIGN SUPPLY COMMITMENT SECTIONS ABOVE, POPOW DOES NOT GUARANTEE ANY MINIMUM NUMBER OF CAMPAIGN OPPORTUNITIES, ANY MINIMUM LEVEL OF COMPENSATION, OR ANY PARTICULAR OUTCOME FROM PARTICIPATION IN THE PLATFORM. CREATOR SHOULD USE BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY.

Indemnification and Limitation of Liability

Indemnification. Creator shall indemnify and hold harmless Popow and its respective parent companies, affiliates and subsidiaries, and their respective officers, directors/managers, shareholders, agents, representatives, employees and affiliates from and against all third-party claims, demands, causes of action, damages, losses, liabilities, penalties, fines, judgments, costs and expenses, including attorneys' fees, of whatsoever nature (in the aggregate, "Claims"), arising from or out of, concerning, relating to or by reason of the fact of Creator's or any of Creator's agent's, employee's or subcontractor's (i) Deliverables; (ii) breach of these Terms or any Campaign Agreement; (iii) violation of applicable laws; and (iv) negligence or willful misconduct. Popow reserves the right to solely control all defense and settlement activities. But at Popow's request, Creator will defend the Claims (and allow Popow to participate in all defense and settlement activities). Any settlement must be approved by Popow in writing.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL POPOW (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE UNDER THESE TERMS FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS ACTUALLY PAID BY POPOW OR ANY BRAND TO CREATOR THROUGH THE PLATFORM IN THE THREE (3) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND POPOW'S REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. POPOW SHALL NOT BE LIABLE FOR ANY DELAYS IN PAYMENT PROCESSING OR TECHNICAL FAILURES OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO DELAYS CAUSED BY THIRD-PARTY PAYMENT PROVIDERS, ANALYTICS TOOLS, OR SYSTEM OUTAGES. POPOW SHALL NOT BE LIABLE FOR ANY BRAND'S DECISION TO APPROVE OR REJECT ANY DELIVERABLE DURING THE POST-APPROVAL PROCESS.

Force Majeure

Popow shall not be liable for any failure or delay in performance under these Terms to the extent such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, wars, terrorism, civil unrest, embargoes, government orders, labor disputes, internet or utility failures, or failure of third-party platforms or payment processors. In such cases, Popow's obligations under these Terms shall be suspended for the duration of the force majeure event. Where payment delays occur due to such events, Popow shall make commercially reasonable efforts to resume payment processing as soon as practicable.

Data Use and Analytics

Creator acknowledges and agrees that Popow may collect, analyze, and aggregate data regarding Creator's use of the Platform and the performance of Deliverables and other submissions ("Analytics Data"), including through the use of analytics tools such as Mixpanel. Popow may: (i) use Analytics Data to improve the Platform and Services; (ii) share anonymized or aggregated Analytics Data with partners, Brands, or for promotional purposes; and (iii) provide Creator with reports on Creator's own performance metrics, subject to Platform functionality.

Creator further acknowledges and agrees that Popow may share Creator profile information, Deliverable performance data, and other Campaign-related information with the applicable Brand for purposes of Campaign management, post-approval review, and content licensing. Such sharing is limited to information reasonably necessary for the Brand to exercise its rights under the applicable Campaign Agreement.

Popow may download, store, and archive copies of Deliverables as part of the content review process and to ensure Brand content rights are preserved (see Content Rights & Usage). Creator consents to such archival and storage.

WE PROCESS PERSONAL DATA IN ACCORDANCE WITH APPLICABLE DATA PROTECTION LAWS, INCLUDING THE GENERAL DATA PROTECTION REGULATION (GDPR) AND THE CALIFORNIA CONSUMER PRIVACY ACT (CCPA), AS FURTHER DESCRIBED IN OUR PRIVACY POLICY.

Independent Contractor Relationship

The relationship created by these Terms is that of an independent contractor and neither Creator nor Popow are joint venturers, partners, employees or agents of each other. No party hereto shall bind any other party hereto to any agreement without the express written consent of such party. Creator acknowledges that Popow is a marketplace intermediary and that participation in Campaigns does not create an employment relationship between Creator and Popow or between Creator and any Brand.

Popow's Intellectual Property Rights

Other than any Deliverables or Third-Party IP made available through the Service, all copyright rights and other intellectual property rights to our Service and its contents, including any and all trademarks, content, data, databases, information, text, music, sound, photos, images, graphics, audio, video, software, code, technology, methods, analyses, studies, reports, and other intellectual property contained therein ("Popow IP") are owned by or licensed to Popow, and protected by law, including copyright, database, trade secret, and trademark laws of the United States and all applicable jurisdictions, as well as other applicable state, national, and international laws and regulations. Creator does not and will not have or acquire any rights in or to the Popow IP, except as explicitly provided in these Terms.

Disputes

Informal resolution process first. If Popow and Creator have a dispute relating to or arising out of these Terms or any Campaign Agreement, we will first try and resolve it with you amicably. You agree to do the same for us. The party raising a dispute will initiate this process by notifying the other. Whichever party receives the notice will have 60 days to respond. If the dispute has not been resolved after the response time has expired, or within 30 days after a response has been issued, whichever is earlier, either party may file legal action against the other. Engaging in this informal dispute resolution process is a requirement that must be completed before filing any legal action. Popow and Creator agree to make a good faith effort to resolve the dispute amicably before either party files any legal action against the other, and that the statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process.

Governing Law. These Terms shall be governed by the laws of the State of Delaware, without regard to conflict-of-law principles. \u003c!-- DECIDED 04/10: Delaware jurisdiction --\u003e

Binding Arbitration. If the informal dispute resolution process described above does not resolve the dispute, any remaining dispute arising out of or relating to these Terms shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Delaware. Judgment on the award may be entered in any court having jurisdiction thereof.

EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY CLAIMS ARISING UNDER OR RELATING TO THESE TERMS.

One year limitation period / limitation on legal action. POPOW AND YOU AGREE THAT YOU MUST INITIATE ANY PROCEEDING OR ACTION WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A DISPUTE THAT IS ARISING OUT OF OR RELATED TO THESE TERMS. OTHERWISE, YOU FOREVER WAIVE THE RIGHT TO PURSUE ANY CLAIM OR CAUSE OF ACTION, OF ANY KIND OR CHARACTER, BASED ON SUCH EVENTS OR FACTS, AND SUCH CLAIM(S) OR CAUSE(S) OF ACTION ARE PERMANENTLY BARRED.

Copyright Policy and Copyright Agent

Popow respects the intellectual property rights of others and expects users of our Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to our designated copyright agent ("Copyright Agent"). Our designated Copyright Agent to receive notifications of claimed infringement is: help@popow.ai

Attn: Copyright Agent

Written claims concerning copyright infringement must include the following information:

  • A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest
  • A description of the copyrighted work that you claim has been infringed upon
  • A description of where the allegedly infringing material is located on our site so we can find it
  • Your address, telephone number, and e-mail address
  • A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
  • A statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf

You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.

Changes to these Terms or Our Services

We are continuously working to develop and improve our Services. We may update these Terms or our Services accordingly from time to time. For example, we may make changes to these Terms or the Services due to:

  • Changes to the law or regulatory requirements.
  • Security or safety reasons.
  • Circumstances beyond our reasonable control.
  • Changes we make in the usual course of developing our Services.
  • To adapt to new technologies.

We will give you at least 30 days advance notice of changes to these Terms that materially adversely impact you either via email or an in-product notification. All other changes will be effective as soon as we post them to our Site. If you do not agree to the changes, you must stop using our Services. We will also update the "Last Updated" date at the top of these Terms, which reflect the effective date of such Terms.

Notice for California Users

Under California Civil Code Section 1789.3, California users of the online services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at the contact information set forth on https://www.dca.ca.gov/about_us/contactus.shtml.

Notices

All legal notices to Popow must be addressed in writing, and sent by registered or certified mail, to: [Samyang Popow Inc.], help@popow.ai, Attn: Legal. If you have questions regarding these Terms, you may also email us at help@popow.ai. Popow may provide notices to you via email and to any other address you provide.

Amendment to Terms

These Terms may only be modified or amended as set forth herein.

Assignment and Successors

These Terms may not be assigned, transferred, shared or divided in whole or in part without Popow's prior written consent, which may be withheld, conditioned, delayed for any reason whatsoever. Any other purported assignment or transfer by Creator is void and without any legal effect. Popow may assign these Terms without Creator's consent. These Terms will be binding upon and will inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permitted assignees.

Delay in enforcing these Terms

Our failure to enforce a provision is not a waiver of our right to do so later. If any portion of these Terms is determined to be invalid or unenforceable, that portion will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.

Entire agreement

These Terms, together with any applicable Campaign Agreements entered into through the Platform, contain the entire agreement between you and Popow regarding our Service and supersede any prior or contemporaneous agreements between you and Popow. In the event of a conflict between these Terms and a Campaign Agreement, the Campaign Agreement shall control with respect to the specific Campaign.

Security

We do not guarantee that our Services will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programs and platform to access our Services. You should use your own virus protection software.

Contact

For any general questions about our Services, feel free to reach out to us at help@popow.ai.