Effective Date: 2025-10-01

Terms of Service

Effective Date: 2025-10-01

Popow Terms of Service

These Terms of Use (these "Terms") govern your use of [Samyang Roundsquare’s] ("Roundsquare", "we", "us", "our", and their equivalents) website located at [https://popow.ai/] (the "Site"), the proprietary online creator collaboration platform “Popow” offered by Roundsquare (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 Roundsquare through our Service. Our Service is offered subject to your acceptance without modification of these Terms.

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.

YOU ACKNOWLEDGE AND AGREE THAT UNTIL OTHERWISE NOTIFIED BY ROUNDSQUARE, OUR SERVICE IS CURRENTLY BEING PROVIDED FOR EVALUATION AND TESTING PURPOSES ONLY (THE “EVALUATION PERIOD”), AND THE FEATURES AND FUNCTIONALITY OFFERED THROUGH THE SERVICE ARE SUBJECT TO CHANGE AT ANY TIME DURING THE EVALUATION PERIOD. DURING THE EVALUATION PERIOD, THE SERVICE MAY NOT OPERATE PROPERLY OR PERFORM ALL FUNCTIONS FOR WHICH IT IS INTENDED OR REPRESENTED. YOUR USE OF THE SERVICE DURING THE EVALUATION PERIOD IS LIMITED AND EXPERIMENTAL IN NATURE. UNLESS OTHERWISE AGREED, WE WILL HAVE NO LIABILITY FOR ANY HARM, DAMAGE, OR LOSSES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE EVALUATION PERIOD, AND YOU ARE USING THE SERVICE AT YOUR OWN RISK.

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 platform for you, the creator ("Creator") to create and/or submit responses to content campaigns. Roundsquare or Creator may create content campaigns on the Platform (each, a "Mission REQ") and Creator participate in the Mission REQ by submitting to the Platform links to their TikTok content in response to the Mission REQ (such linked response, a "Mission CLIPs").

Access and License

Roundsquare may change, suspend or discontinue any aspect of our Service at any time. Roundsquare 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.

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 submit to the Platform Mission REQs and Mission CLIPs (via TikTok link), 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. Roundsquare 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 Mission REQs, Mission CLIPs, or any other content posted by you and other users on our Service. You are solely responsible for ensuring that your Mission REQs, Mission CLIPs, or any other content posted by you to our Service comply with these Terms.

In addition, during the Evaluation Phase, Creator acknowledges and agrees that all Mission CLIPs and any other Creator content provided by Creator in connection with the Service are created independently by Creator and will not be sponsored, endorsed, or affiliated with any third-party brands that may be identified or mentioned in or in connection with any applicable Mission REQs or Mission CLIPs. Creator will receive compensation from Roundsquare based solely on viewer engagement, and not from brands featured in the Mission CLIPs or other content.

Creator’s Account

Creator will provide Roundsquare 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 Roundsquare 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 Roundsquare 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”); and
  • 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; or remove any proprietary notices or labels.

Creator Acceptance, Services, and Payment

Mission REQ and Acceptance of Mission REQ. By participating in a Mission REQ, Creator agrees that they are bound to fully perform the Mission REQ in accordance with these Terms and any Mission-Specific Terms. Creator agrees to submit the required content (i.e. Mission CLIPs) within the time period specified in the applicable Mission REQ. Failure to meet the submission deadline may result in disqualification or forfeiture of eligibility for rewards. Creator shall submit Mission Clips in accordance with these Terms and the Popow Content Standards, and Mission REQs in accordance with these Terms and the Popow Mission REQ Standard, both of which are subject to modification from time to time by Roundsquare.

Mission-Specific Terms and Conditions. TO THE EXTENT A MISSION REQ INCLUDES ANY ADDITIONAL MISSION-SPECIFIC TERMS OR CONDITIONS ("MISSION-SPECIFIC TERMS"), CREATOR ACKNOWLEDGES THEY ARE BOUND BY SUCH MISSION-SPECIFIC TERMS. BY PARTICIPATING IN A MISSION REQ, CREATOR CONFIRMS THAT CREATOR HAS READ AND AGREED TO ANY AND ALL MISSION-SPECIFIC TERMS. CREATOR IS RESPONSIBLE FOR COMPLYING WITH ALL MISSION-SPECIFIC TERMS THAT ARE APPLICABLE TO A MISSION REQ THEY PARTICIPATE IN (INCLUDING, WITHOUT LIMITATION, ANY SPECIFICATIONS AND ANY REQUIREMENTS FOR DELIVERY TIMES). FOR CLARITY, IN THE EVENT OF ANY CONFLICT BETWEEN THESE TERMS AND THE MISSION-SPECIFIC TERMS, THE MISSION-SPECIFIC TERMS SHALL CONTROL ONLY WITH RESPECT TO THE SPECIFIC MISSION.

Services. Creator acknowledges and agrees to deliver links to their Mission CLIPs (as defined below) through the Platform. Creator shall not remove Mission CLIPs from their TikTok feed. Additionally, Creator acknowledges that they have permission to shoot and produce content in the location captured in Mission CLIPs created by them.

Payment. Creator shall be paid through the Platform in accordance with the Compensation Schedule published for Mission CLIPs, as such Schedule may be modified from time to time by Roundsquare. Payments to Creator may, at Roundsquare’s sole discretion, be made in the form of cash, bank transfer, gift cards (including but not limited to Amazon Gift Cards), digital vouchers, or other forms of remuneration as specified by Roundsquare. 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 acknowledge that any compensation, including gift cards or vouchers, may be regarded as taxable income and agree to comply with all applicable tax reporting and local regulatory requirements. Compensation to Creator in respect of Mission CLIPs is generally calculated based on verified TikTok view counts. Payments are typically issued on a monthly basis and may be subject to a minimum payout threshold. Maximum reward amounts per Mission CLIP or Mission REQ may apply as specified in the Compensation Schedule, and Roundsquare reserves the right to cap payouts at the levels stated therein. Roundsquare may engage third-party payment processors or designated local agencies to remit payments. Necessary personal and financial information may be shared solely for this purpose, subject to appropriate confidentiality and data protection obligations. Further, during the Evaluation Period for our Service, payments may be processed and administered by a local agency or authorized partner designated by Roundsquare. In such cases, Roundsquare shall not be deemed the payment obligor unless explicitly stated in writing.

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 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 Roundsquare, our users, or anyone else

We reserve the right to withhold or reduce payment, reject content submissions, or suspend accounts based on repeated rejection, suspected manipulation, violation of Popow Content Standards, or violation of Popow Mission REQ Standards, in our sole discretion. Popow Content Standards are updated from time to time.

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 hello@popow.ai.

Ownership and Licenses

Creator acknowledges and agrees that Roundsquare does not provide or create any Mission CLIPs or provide any content or materials for use in connection with Mission CLIPs, other than the limited disclaimer requirements specified in the “FTC and Endorsement Disclosure Compliance” section below. Creator shall have the right to control the creation and development of the Mission CLIPs in its discretion, subject to compliance with all applicable laws.

Creator is solely and exclusively responsible and liable for the creation and development of the Mission CLIPs and any Mission REQs that it submits to the Services, including any and all content and materials it elects to use in connection with, or as part of, the Mission CLIPs and/or Mission REQs (collectively, the “Creator Content”). Without limitation, Creator shall be solely responsible for (a) obtaining any and all necessary rights, permissions and clearances required for Creator to create and develop the Creator Content and use it in connection with the Service, (b) ensuring that the Creator Content complies with all applicable laws, including the FTC Endorsement Guides, (c) properly implementing any applicable credit requirements as part of the Creator Content, and (d) being responsible for any, and paying any, third party payments or residuals required for use of any content or materials used by Creator in the Creator Content. Creator acknowledges and agrees that Roundsquare shall not be responsible or liable for the Creator Content provided by Creator or any of the content or materials included in the Creator Content. As between Roundsquare and Creator, Creator will solely and exclusively own the Creator Content (subject to Creator’s obligation under any agreement between Creator and TikTok or any other applicable third party). Notwithstanding the foregoing, if any Creator Content includes any Third-Party IP (as defined below), the applicable third-party shall retain ownership in the applicable Third-Party IP, but Creator shall ensure that such third-party grants a license to the applicable Third-Party IP in accordance with the “License to Roundsquare” section below.

As between Roundsquare and Creator, we shall exclusively own all rights in Mission REQs, excluding any Mission REQs submitted by Creator, and shall be entitled to unrestricted use of these Mission REQs for any purpose whatsoever, commercial or otherwise, without compensation to Creator. With respect to any Mission REQs submitted by Creator, the Mission REQs shall be subject to the license grant set forth in the “License to Roundsquare” section below.

We reserve the right, at any time and without prior notice, to remove or disable access to any content (including Mission REQs and Mission CLIPs) in our Service at our discretion for any reason or no reason. Some of the reasons we may remove or disable access to content may include finding the content objectionable, in violation of these Terms, or otherwise harmful to our Service or our users.

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 of Creator’s Mission REQs and/or Mission CLIPs.

Creator further acknowledged 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 Mission CLIPs is either properly licensed (e.g. through TikTok’s licensed music library) or that Creator otherwise has all necessary rights in the Third-Party IP, or falls within applicable legal exceptions.
  • Provide information regarding any Third-Party IP used in content submissions upon Roundsquare’s request.
  • Indemnify and hold Roundsquare harmless from any and all claims related to Creator’s unlicensed or otherwise infringing use of any Third-Party IP, except to the extent such materials were provided or required by Roundsquare.

Roundsquare may issue guidelines identifying categories of Third-Party IP that are acceptable for use in content submitted through the Platform.

License to Roundsquare By providing Creator Content to our Service, you grant to Roundsquare a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use your Creator Content (including the right to reproduce, distribute, prepare derivative works, display and perform the applicable Creator Content) 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 Other Users You also grant each other user of our Service a worldwide, non-exclusive, royalty-free license to access your Creator Content through our Service, and to use your Creator Content, including to reproduce, distribute, prepare derivative works, display, and perform the applicable Creator Content, only as enabled by the explicit functionalities of our Service.

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 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 Roundsquare. 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 Roundsquare may require that your Mission CLIPs are subject to disclosures regarding your relationship with Roundsquare. The specific disclosures you will be required to use in connection with the applicable Mission CLIPs will be specified in the applicable Mission REQs or will otherwise be provided to you by Roundsquare. 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 Roundsquare on all content 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 content 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 Roundsquare recommends:

  • “[Popow] Ambassador”
  • “[Popow] Sponsorship”
  • “Paid partnership with Popow”
  • “In collaboration with Popow.”
  • “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, Roundsquare employees, customers, clients, subscribers, or followers.

Monitoring and Violations

In accordance with FTC requirements, Roundsquare 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 Roundsquare identify any social media posts which violate this Agreement, Roundsquare 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; and/or termination of this Agreement.

Confidential Information

Roundsquare may furnish Confidential Information (defined below) to Creator solely as is necessary to enable Creator to submit Mission REQs and Mission CLIPs to 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 Roundsquare. 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, Roundsquare 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 Roundsquare 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 Creator Content, 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 a Mission REQ or Mission CLIP) 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 IP and Third-Party IP to, as applicable, make all assignments (and grant all licenses) hereunder; and (iv) all acts, services and materials provided hereunder are in compliance with all applicable federal, state and local laws and regulations.

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, ROUNDSQUARE, 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. ROUNDSQUARE 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. ROUNDSQUARE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF OUR SERVICE. ROUNDSQUARE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY SERVICES, PRODUCTS, MATERIAL, MISSION REQS, OR MISSION CLIPS OR OTHER CREATOR CONTENT OR THIRD-PARTY IP. 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 Roundsquare 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) Mission CLIPs and/or Mission REQs; (ii) breach of these Terms; (iii) violation of applicable laws; and (iv) negligence or willful misconduct. Roundsquare reserves the right to solely control all defense and settlement activities. But at Roundsquare’s request, Creator will defend the Claims (and allow Roundsquare to participate in all defense and settlement activities). Any settlement must be approved by Roundsquare 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 ROUNDSQUARE (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 ROUNDSQUARE TO CREATOR IN THE THREE (3) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND ROUNDSQUARE’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. ROUNDSQUARE 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.

Force Majeure

Roundsquare 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, Roundsquare’s obligations under these Terms shall be suspended for the duration of the force majeure event. Where payment delays occur due to such events, Roundsquare shall make commercially reasonable efforts to resume payment processing as soon as practicable.

Data Use and Analytics

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

Roundsquare’s Intellectual Property Rights

Other than any Creator Content 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 (“Roundsquare IP”) are owned by or licensed to Roundsquare, 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 Round Square IP, except as explicitly provided in these Terms.

Disputes

Informal resolution process first. If Roundsquare and Creator have a dispute relating to or arising out of these Terms, 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. Roundsquare 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.

One year limitation period / limitation on legal action. ROUNDSQUARE 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

Roundsquare 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: [hello@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 Roundsquare must be addressed in writing, and sent by registered or certified mail, to: [Samyang Roundsquare], [hello@popow.ai], Attn: Legal. If you have questions regarding this Agreement, you may also email us at [hello@popow.ai]. Roundsquare 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 Roundsquare’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. Roundsquare 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 contain the entire agreement between you and Roundsquare regarding our Service and, other than any supplemental Service-specific terms, supersedes any prior or contemporaneous agreements between you and Roundsquare.

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 hello@popow.ai.