Consumer Terms of Service

Effective June 18, 2026 · Last updated June 18, 2026

These Consumer Terms of Service (the "Terms" or this "Agreement") are the master agreement governing your access to and use of the CreateBase platform and services. They include a license to our software (Section 3), which is supplemented by our End User License Agreement (the "EULA"), and they incorporate a set of modular policies and feature addenda referenced throughout and listed in Section 19. The EULA is incorporated into these Terms and controls for the Software license and the authorized-agent appointment it governs.

ARBITRATION AND CLASS ACTION WAIVER: THIS AGREEMENT CONTAINS MANDATORY ARBITRATION PROVISIONS AND A CLASS ACTION WAIVER IN SECTION 18 THAT SUBSTANTIALLY AFFECT YOUR LEGAL RIGHTS. YOU MAY OPT OUT OF ARBITRATION WITHIN 30 DAYS AS DESCRIBED IN SECTION 18.5.

INFORMATIONAL ONLY — NOT PROFESSIONAL ADVICE: ALL VALUATIONS, DILIGENCE OUTPUTS, RISK REGISTERS, REVENUE-AT-RISK FIGURES, CONFIDENCE SCORES, AND AI-GENERATED ANALYSES PROVIDED THROUGH THE SERVICES ARE ESTIMATES FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE INVESTMENT, FINANCIAL, LEGAL, TAX, ACCOUNTING, OR APPRAISAL ADVICE. SEE SECTION 9.

1. Agreement & Acceptance

This Agreement is a legally binding contract between you ("User," "Artist," "Subscriber," "Customer," "Client," or "you") and The Cur8 Group Corp., a Delaware corporation with its principal place of business at 13223 Black Mountain Rd, Ste 1189, San Diego, CA 92129 ("CreateBase," "we," "us," or "our"). This Agreement governs your use of CreateBase's music-catalog diligence and valuation platform, its royalty administration and collection services, and all related websites, software, applications, tools, Documentation, and services (collectively, the "Services" or the "Platform").

1.1 Acceptance (Clickwrap)

By clicking "Sign Up," "I Agree," or a similar button, by creating an account, or by accessing or using the Services, you agree to be bound by this Agreement and by the incorporated documents listed in Section 19. If you do not agree to all of these terms, you may not access or use the Services. You agree that this electronic acceptance, and your use of the Services, are valid, binding, and enforceable, and that your acceptance constitutes your electronic signature.

1.2 Eligibility

You must be at least 18 years old, and at least the age of majority in your jurisdiction, to use the Services. By using the Services, you represent and warrant that you meet these requirements and that you have not been previously removed from, suspended from, or otherwise prohibited from receiving the Services.

1.3 Authority to Bind an Entity or Client

When opening an account, or otherwise using the Services, on behalf of a company, entity, fund, firm, band, or organization (collectively, "Subscribing Organization"), or on behalf of a client, artist, roster, or other principal that you represent in a professional capacity ("Client") — whether as a manager, business manager, label or publishing representative, publishing administrator, sync agent, buy-side analyst, sell-side advisor, legal counsel, accountant, or other agent or service provider — you represent and warrant that you: (i) are an authorized representative with full legal authority to bind that Subscribing Organization and Client to this Agreement and to grant the licenses and make the representations set forth herein; (ii) agree to this Agreement on behalf of yourself and such Subscribing Organization and Client; and (iii) have obtained all authorizations, consents, and engagements necessary to submit data and instructions on their behalf and to receive the resulting Outputs. You remain jointly and severally responsible with such Subscribing Organization and Client for all activity conducted through your account.

In plain English: Clicking to accept or just using CreateBase forms a binding contract. You have to be at least 18. If you are signing up for a company or on behalf of a client, you are promising you are allowed to bind them — and you stay on the hook alongside them.

2. Definitions

The following defined terms are used throughout this Agreement:

"CreateBase," "we," "us," "our" means The Cur8 Group Corp.
"Platform" and "Services" mean the CreateBase websites, software, applications, tools, Documentation, the diligence and valuation platform, the royalty administration and collection services, and all related services we make available.
"Documentation" means the user guides, help materials, and specifications we make available for the Services.
"User Content" means the files, royalty statements, contracts and agreements, metadata, ownership and splits information, DSP links, text, and other content you upload, paste, link, submit, or otherwise make available through the Services.
"Outputs" means, collectively, the Diligence Outputs and the Valuations generated through the Services.
"Diligence Outputs" means the diligence analyses generated by the Services, including chain-of-title mapping, data-quality scoring, risk-clause registers, revenue-at-risk and revenue-leakage analysis, confidence scoring, and source citations.
"Valuation" means a discounted-cash-flow ("DCF") based catalog valuation generated by the Services, including any sensitivity analysis and supporting sources.
"AI Services" means the features of the Services that use automated systems and artificial intelligence models, including the automated rights check and AI "Skills," to generate Outputs.
"Subprocessor" means a third party we engage to process data in order to provide the Services, as further described in our Subprocessors list.
"Subscriber" or "Customer" means the person or entity that registers for and is responsible for an account.
"Authorized User" means a person you invite or permit to access and use the Services under your account, such as a collaborator, business manager, analyst, or advisor.
"Personal Data" means information relating to an identified or identifiable natural person, as further described in our Privacy Policy.

3. License Grant & Restrictions

3.1 License Grant

Subject to your continuous compliance with this Agreement and your payment of all applicable fees, CreateBase grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software and the Services solely for your personal or internal business purposes — including, where applicable, the internal business purposes of your Subscribing Organization and the provision of professional services to your Clients — as permitted by this Agreement and in accordance with all applicable laws and the Documentation. "Software" means the CreateBase software platform and any associated software, updates, and content we make available. All rights not expressly granted are reserved by CreateBase and its licensors.

In plain English: We give you permission to use our software and Platform — but only for your own personal or business use (or to serve your clients), only while you follow these Terms, and only if you pay any fees that apply.

3.2 Use Restrictions

You agree not to, and not to permit any Authorized User or third party to, directly or indirectly:

Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying models, or methodologies of, or create derivative works based on, the Software or Services, except to the limited extent this restriction is prohibited by applicable law notwithstanding this limitation;
Sell, rent, lease, loan, distribute, license, sublicense, assign, time-share, or otherwise transfer or make available the Software, Services, or any rights therein to any third party, or provide them on a service-bureau basis;
Remove, alter, obscure, or deface any proprietary notices, labels, watermarks, or trademarks on or within the Software, Services, or any Outputs;
Use any automated means, including bots, robots, spiders, scrapers, crawlers, or similar technologies, to access, monitor, scrape, harvest, index, or copy any part of the Services or the data within them, except through interfaces and on terms we expressly authorize in writing;
Use the Services, the Outputs, or any benchmarking or evaluation thereof to develop, train, improve, or build any competing product, service, dataset, or machine-learning or AI model, or for comparative analysis directed at building a competing offering, in each case without our express prior written permission;
Use the Software or Services for any illegal, unauthorized, infringing, deceptive, or unethical purpose, including infringement of third-party intellectual property or privacy rights, or the dissemination of unlawful content;
Circumvent, disable, or interfere with any security, authentication, rate-limiting, or usage-metering features of the Services, or attempt to gain unauthorized access to any portion of the Services or related systems or networks; or
Engage in any activity that could disrupt, damage, disable, overburden, or impair the performance, integrity, or security of the Services, including through malware or other harmful code.

In plain English: Do not tear apart the software, resell or share it, strip our notices, scrape it with bots, or use it to build something that competes with us. And do not use it for anything illegal or harmful.

4. The Services

4.1 Diligence & Valuation Platform

CreateBase provides a music-catalog diligence and valuation platform. You may upload, paste, link, or otherwise submit User Content — including royalty statements, contracts and agreements, metadata, and ownership and splits information — and/or provide links to digital service provider ("DSP") pages or releases for analysis. The AI Services apply an automated rights check together with AI Skills to your User Content to generate Outputs, which may include chain-of-title mapping, data-quality scoring, risk-clause registers, revenue-at-risk and revenue-leakage analysis, confidence scoring, source citations, and DCF-based Valuations with sensitivity analysis. Your use of the diligence and valuation platform and all Outputs is subject to Section 8 (AI & Automated Output), Section 9 (Informational Only — Not Professional Advice), and the Valuation & Diligence Output Terms.

4.2 Royalty Administration

CreateBase also provides royalty administration and collection services. We help you observe, organize, consolidate, track, and manage revenue streams tied to your creative works, and we may act as your limited agent to register IP metadata and to collect royalties via Letters of Direction. These services, including agent appointment, Letters of Direction, accounting, distribution, and tax withholding and reporting, are described at a high level in Section 13 and in detail in the Royalty & Payments Terms.

4.3 Availability

We will make reasonable efforts to keep the Services available and functioning, but we cannot guarantee they will be available at all times, uninterrupted, or error-free. We may withdraw, modify, or suspend features with reasonable notice when possible, except for scheduled maintenance announced in advance where reasonable. We are not liable for unavailability except where such liability cannot be excluded under California law.

In plain English: CreateBase does two main things: it analyzes and values music catalogs from the documents and links you give us, and it collects and organizes your royalties. The detailed rules for each live in the linked addenda.

5. Accounts & Security

5.1 Registration

To access certain features you must create an account. You agree to provide accurate, complete, and current information and to keep it updated. You may be required to provide your name, email address, and payment information. Multiple accounts sharing the same name, email, or payment information are not permitted without our consent.

5.2 Credentials

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must promptly notify us of any unauthorized use or suspected security breach. Unless expressly permitted in writing and except for Authorized Users, you may not sell, rent, lease, share, or provide access to your account to anyone else. We reserve all available legal rights and remedies to prevent unauthorized use of the Services.

5.3 Authorized Users

You may invite Authorized Users — such as business managers, collaborators, analysts, advisors, or other representatives — to access your account, and you may manage their access levels (for example, Read Only or Editing) through your account settings. You are responsible for all activity under your account, including the acts and omissions of your Authorized Users, and for ensuring their compliance with this Agreement. Authorized Users may be required to separately agree to this Agreement, and you represent that you have permission to use their email when sending invitations.

In plain English: Keep your login secret, tell us if something looks wrong, and remember that anyone you add to your account is your responsibility.

6. Data Ingestion & User Content

6.1 Uploads and DSP Links

The Services allow you to upload files (including royalty statements, contracts and agreements, metadata, and ownership and splits information), paste text, and submit DSP links and other references as User Content. You are solely responsible for your User Content and for selecting which materials to submit. You acknowledge that the quality, completeness, and accuracy of the Outputs depend heavily on the quality, completeness, and accuracy of your User Content.

6.2 License to Process User Content

You grant CreateBase a non-exclusive, worldwide, royalty-free license to host, store, reproduce, process, transmit to Subprocessors and AI vendors, analyze, and display your User Content solely to provide the Services to you, to generate the Outputs, and to operate, secure, and improve the Services as permitted by this Agreement and our Privacy Policy. This license does not transfer ownership of your User Content, and you retain all rights you hold in it. As described in our Privacy Policy, we do not use your creative content or Personal Data to train third-party AI models.

6.3 Your Representation & Warranty Regarding User Content

With respect to all User Content, you represent and warrant that you have all rights, title, authority, licenses, consents, and permissions necessary to: (a) submit the User Content to the Services; (b) permit CreateBase and its Subprocessors and AI vendors to host, process, analyze, and generate Outputs from the User Content as described in this Agreement and our Privacy Policy; and (c) submit and have analyzed any data or information relating to third parties — including counterparties, co-writers, rightsholders, and other individuals or entities — contained within the User Content, including any third-party Personal Data. You represent that your submission and our processing of the User Content will not violate any law, contract, confidentiality or non-disclosure obligation, privacy right, or intellectual property right of any person or entity, and that, where the User Content contains third-party confidential information or Personal Data, you have obtained all consents and authority required for such submission and processing. You agree to indemnify CreateBase under Section 16 for any claim arising from your breach of these representations.

In plain English: When you upload statements, contracts, metadata, ownership info, or DSP links — including anything that names other people or companies — you are promising you actually have the right to upload it and have us analyze it, including the right to share any personal information about third parties. If you do not, you are responsible for the consequences.

7. Fees, Subscriptions & Billing

7.1 Subscription Tiers

Access to the Services is offered through tiers, which may include a Free Rights Check tier and paid Core, Full, Catalog Builder, and Complete tiers, among others. The features, usage limits, and fees applicable to each tier are described in the current pricing as displayed on the Platform. We do not guarantee that any particular tier, feature, or price will remain available, and tiers and their contents may change over time. By selecting a paid tier, you authorize us and our payment processor to charge the applicable fees, plus any applicable taxes, using your designated payment method. Except as expressly stated, all fees are stated and payable in U.S. dollars.

7.2 Royalty Administration Fees

Where you use our royalty administration services, a reasonable setup fee may be required to claim royalties, additional charges may apply for adding catalogs, and we will retain a reasonable administrative fee from royalties collected, with the remainder passed through to you, all as described in the current pricing on the Platform and in the Royalty & Payments Terms. All fees will be clearly displayed before you incur them.

7.3 Auto-Renewal and Cancellation

Paid subscriptions are billed in advance on a recurring basis (for example, monthly or annually) according to the billing cycle you select, as displayed on the Platform. Unless you cancel before the end of the then-current billing period, your subscription will automatically renew for a successive period of the same length at the then-current pricing. You may cancel at any time through your account settings or by contacting us; cancellation takes effect at the end of the then-current billing period, and you will retain access through the end of that period.

7.4 Payment Processing

Payments are processed via third-party providers, including Stripe, Inc. By making a payment, you agree to the provider's terms. We do not store full payment card details on our own systems. Any updates to payment terms will be clearly communicated at least 30 days before they take effect.

7.5 Account Credit Policy; Non-Refund Stance

We operate on an account credit system rather than traditional cash refunds. We offer account credits within 7 days of subscription purchase under specific technical circumstances. After this period, payments — including subscription fees and setup fees — are non-refundable unless otherwise required by California law. If you are dissatisfied with the Services, you may cancel at any time; cancellation stops future renewals but does not entitle you to a refund of fees already paid except as required by law or as expressly provided in this Agreement. Any price changes will be communicated to you at least 30 days in advance, giving you the choice to continue or discontinue without penalty.

In plain English: Pricing for each tier (Free Rights Check, Core, Full, Catalog Builder, Complete) is shown on the Platform. Paid plans renew automatically until you cancel, and cancelling stops the next charge. We give account credits within 7 days in limited cases, but otherwise payments are non-refundable unless California law says otherwise.

8. AI & Automated Output

Certain features of the Services — including the automated rights check, AI Skills, Diligence Outputs, and DCF-based Valuations — are generated in whole or in part by automated systems and AI models, including models provided by third-party AI vendors such as OpenAI and Anthropic. Outputs may contain errors, omissions, inaccuracies, or fabricated or misattributed information; confidence scores are indicative and probabilistic only; and source citations may be incomplete or imperfect. All Outputs require independent human review and verification by you and your qualified advisors before any reliance. Your use of the AI Services and Outputs is governed by these Terms and by the AI Terms.

In plain English: The analysis and valuation features are powered by AI, which can be wrong or make things up. Always have a qualified human check the results. The full rules are in the AI Terms.

9. Informational Only — Not Professional Advice

ALL OUTPUTS — INCLUDING VALUATIONS, CHAIN-OF-TITLE MAPPINGS, DATA-QUALITY SCORES, RISK-CLAUSE REGISTERS, REVENUE-AT-RISK AND LEAKAGE FIGURES, AND CONFIDENCE SCORES — ARE ESTIMATES PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE INVESTMENT, FINANCIAL, LEGAL, TAX, ACCOUNTING, OR APPRAISAL ADVICE.

The Outputs and all other information made available through the Services do not constitute, and must not be construed as, investment, financial, legal, tax, accounting, appraisal, brokerage, or other professional advice, and do not constitute a recommendation, solicitation, offer, or opinion with respect to any security, transaction, or course of action. CreateBase is not acting as your investment adviser, broker, appraiser, accountant, attorney, fiduciary, or agent in providing the Outputs, and no such relationship is created by your use of the Services. The Outputs must not be used as the sole basis for any acquisition, investment, divestiture, lending, financing, sale, licensing, or other transaction or decision. You are solely responsible for conducting your own independent due diligence and obtaining advice from qualified professional advisors of your choosing. This Section 9 is supplemented by the Valuation & Diligence Output Terms.

In plain English: Treat everything the Platform produces as a helpful starting point, not advice. Never make a deal or investment decision based on it alone — verify it and talk to your own professionals.

10. Acceptable Use

Your use of the Services must comply with our Acceptable Use Policy ("AUP"), which is incorporated into this Agreement. Among other things, you agree not to violate applicable laws; use the Services for fraudulent, infringing, or unauthorized purposes; upload content you lack the rights or consents to submit; interfere with or disrupt the Services; attempt to gain unauthorized access to other users' accounts or data; impersonate any person or entity; or use the Services to harass, threaten, or harm others. The restrictions in Section 3.2 and the AUP apply in addition to one another.

11. Intellectual Property & Feedback

11.1 Our Intellectual Property

The Services, including all associated intellectual property rights in the Platform, software, models, methodologies, scoring systems, Output formats, text, graphics, logos, and other materials created by or proprietary to CreateBase ("Our Content"), are owned by CreateBase and its licensors and are protected by U.S. and international intellectual property laws. Except for the limited license granted in Section 3, no rights, title, or interest in or to our intellectual property are granted to you, and all rights not expressly granted are reserved.

11.2 Your Content Stays Yours

We expressly disclaim any ownership or control over the copyrights or intellectual property rights in your User Content or creative works. We have no intention of claiming, and do not claim, any ownership stake in your creative works, and your relationship with us does not restrict your artistic choices or actions. Subject to the rights of third parties and to our underlying intellectual property in the Services, you may use the Outputs generated from your User Content for your internal business purposes and, where applicable, to deliver professional services to the Client on whose behalf they were generated, in each case subject to this Agreement (including Sections 8 and 9). You may not represent the Outputs as independent or verified professional advice or appraisals.

11.3 Feedback

If you choose to send us suggestions, ideas, notes, or other information ("Feedback"), such Feedback remains your property, and you grant CreateBase a non-exclusive, royalty-free, revocable license to use the Feedback to improve our Services and develop new features. We will not share your Feedback in a way that discloses your identity without your permission. Nothing in this Agreement limits your right to develop similar ideas independently, and we may already be developing similar ideas.

12. Privacy

Our collection, use, and disclosure of Personal Data and other information in connection with the Services is described in our Privacy Policy, which is incorporated into this Agreement. Our use of cookies and similar technologies is described in our Cookie Policy. By using the Services, you acknowledge the data practices described in those documents.

13. Royalty Administration & Payments

Where you use our royalty administration services, you may authorize CreateBase to act as your limited agent to register IP metadata on your behalf and to collect royalties via Letters of Direction, in each case as directed by you and revocable by you. We expressly disclaim any ownership over the copyrights to any IP referenced by your metadata; our role is limited to managing royalty collections and distributions as your agent and service provider.

Royalty income may be classified as U.S. source or foreign source, with different tax consequences. We may be required to withhold U.S. federal income tax and file Forms 1042 and 1042-S for certain foreign recipients, and to issue Form 1099-MISC and apply backup withholding for certain U.S. recipients. You must provide valid tax documentation (for example, Form W-9, W-8BEN, or W-8BEN-E), and we may withhold payments until such documentation is received and validated. You are solely responsible for determining your own tax obligations and for consulting qualified tax advisors. CreateBase is not a bank or money services business; funds are routed via licensed payment partners (such as Stripe). These matters are addressed in detail in the Royalty & Payments Terms, which are incorporated into this Agreement.

In plain English: For royalty collection, you can appoint us as your limited agent and we use Letters of Direction to collect on your behalf. Taxes (W-9/W-8 forms, withholding, 1099/1042 reporting) come into play, and you are responsible for your own taxes. We are not a bank — money moves through licensed partners like Stripe. The full details are in the Royalty & Payments Terms.

14. Disclaimers of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, THE SOFTWARE, AND ALL CONTENT, MATERIALS, AND OUTPUTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, CREATEBASE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ACCURACY. CREATEBASE DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, CONTENT, MATERIALS, OR OUTPUTS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE, OR THAT THE SERVICES OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGOING, AND AS FURTHER DESCRIBED IN SECTIONS 8 AND 9, CREATEBASE MAKES NO REPRESENTATION OR WARRANTY THAT ANY OUTPUT IS ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR ANY PURPOSE, AND ALL OUTPUTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY.

SOME JURISDICTIONS, INCLUDING CALIFORNIA, DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CREATEBASE OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

15. Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, CREATEBASE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES IS CAPPED AT THE GREATER OF (1) THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS BEFORE THE CLAIM, (2) ONE THOUSAND DOLLARS ($1,000 USD), OR (3) THE MINIMUM AMOUNT REQUIRED BY APPLICABLE LAW.

EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL CREATEBASE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOST INVESTMENT OR TRANSACTION VALUE, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR CONNECTED WITH THE USE OF OR INABILITY TO USE THE SERVICES, THE CONTENT, THE MATERIALS, OR THE OUTPUTS, INCLUDING ANY DAMAGES RESULTING FROM RELIANCE ON ANY INFORMATION OR OUTPUT OBTAINED FROM THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CREATEBASE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE GREATER OF (1) THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM, (2) ONE THOUSAND DOLLARS ($1,000 USD), OR (3) THE MINIMUM AMOUNT REQUIRED BY APPLICABLE LAW.

NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION, GROSS NEGLIGENCE, WILLFUL INJURY TO THE PERSON OR PROPERTY OF ANOTHER, OR VIOLATION OF LAW (WHETHER WILLFUL OR NEGLIGENT), OR FOR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING CALIFORNIA CIVIL CODE SECTION 1668.

In plain English: If something goes wrong, the most we will owe you is generally the greater of what you paid us in the last 12 months or $1,000, and we are not responsible for indirect damages. But under California law (Civil Code § 1668) we never limit our liability for fraud, gross negligence, or willful injury.

16. Indemnification

You agree to indemnify, defend, and hold harmless CreateBase and its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from:

Your use of the Services in violation of this Agreement or applicable law;
Your violation of any third-party rights;
Your User Content, if it violates this Agreement or applicable law;
Your breach of the representations in Section 6 regarding your rights, authority, and consents to submit User Content and third-party data (including third-party Personal Data); and
Any decision made or action taken by you, your Subscribing Organization, your Client, or any third party in reliance on the Outputs or the Services.

This indemnification obligation shall not apply to the extent the claim, liability, damage, loss, cost, or expense is caused by our negligence or willful misconduct.

17. Term & Termination

17.1 Termination by You

You may cancel a paid subscription at any time as described in Section 7.3, and you may terminate your account and this Agreement by providing thirty (30) days prior written notice to us at legal@createbase.com or at the address in Section 21.7. Termination will not relieve you of obligations accrued before termination, including payment of fees owed. Except as required by law or expressly provided herein, no refunds will be issued for amounts previously paid. You remain responsible for all tax obligations related to royalty payments accrued or received prior to termination.

17.2 Termination by CreateBase

We may suspend or terminate your access to the Services if you violate this Agreement or engage in conduct harmful to CreateBase or other users. We will provide reasonable notice when possible, except in cases of material breach, fraudulent or illegal activity, violation of law or regulation, conduct posing immediate risk to our systems or other users, or legal or regulatory requirements. If we terminate your account without cause, we will offer a pro-rated refund or account credit for the unused portion of paid Services for the current billing period only.

17.3 Trailing Royalties and Accounting

Termination of the royalty administration services is subject to the trailing-royalty, Letter-of-Direction revocation, and post-termination accounting provisions set out in the Royalty & Payments Terms. In summary, we may retain our administrative fee on royalties attributable to collection efforts initiated during the term that are received within a defined trailing period following termination, after which we remit amounts received to you, revoke Letters of Direction, and provide interim and final accounting statements, all as described in those terms.

17.4 Effect of Termination; Data Export

Upon termination, all rights and licenses granted to you (including the license in Section 3) immediately cease, and you must stop using the Services and delete any locally stored copies of our proprietary materials. We will provide you a reasonable opportunity to export your data in a common, machine-readable format, typically within thirty (30) days of the effective termination date.

17.5 Survival

All provisions which by their nature should survive termination shall survive, including the license restrictions in Section 3.2, the representations in Section 6, the AI and informational-only provisions in Sections 8 and 9, intellectual property provisions, warranty disclaimers, limitations of liability, indemnification, dispute resolution, and the trailing-royalty and accounting provisions referenced in Section 17.3.

18. Governing Law & Dispute Resolution

18.1 Governing Law

This Agreement is governed by the laws of the State of California, without regard to conflict of law principles. Any disputes arising under or in connection with this Agreement shall be resolved as set forth in this Section 18.

18.2 Informal Resolution

To expedite resolution and control the cost of any dispute, controversy, or claim related to this Agreement ("Dispute"), you and CreateBase agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one party to the other.

18.3 Binding Arbitration

Any Dispute, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved by binding arbitration in San Diego, California, administered by the American Arbitration Association ("AAA") in accordance with its applicable rules. Judgment on the award may be entered in any court having jurisdiction.

18.4 Class Action Waiver

TO THE EXTENT PERMITTED BY LAW, YOU AND CREATEBASE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. If this specific provision is found unenforceable, then (a) the entirety of this Section 18 (other than this sentence) shall be null and void, and (b) the exclusive jurisdiction and venue of the state and federal courts located in San Diego County, California, shall govern any action arising out of or related to this Agreement.

18.5 30-Day Arbitration Opt-Out

You may opt out of the agreement to arbitrate in Section 18.3 by sending written notice of your decision to opt out to legal@createbase.com within 30 days of the date you first accept these Terms. Your notice must include your name, your address, and a clear statement that you do not wish to resolve disputes through arbitration. If you opt out, the Disputes between you and CreateBase will be resolved in the state and federal courts located in San Diego County, California, and the class action waiver in Section 18.4 will still apply to the extent permitted by law.

In plain English: Disputes are governed by California law and generally go to individual arbitration in San Diego — not class actions. But you can opt out of arbitration within 30 days by emailing legal@createbase.com with your name, address, and a clear opt-out statement.

19. Incorporated Documents & Order of Precedence

The following documents are incorporated into and form part of this Agreement. In the event of a conflict, the order of precedence is:

These Consumer Terms of Service;
The incorporated policies: our Privacy Policy, our Acceptable Use Policy, our Cookie Policy, our Copyright / DMCA Policy, and our Subprocessors list; and
The applicable feature addenda: the End User License Agreement, the AI Terms, the Valuation & Diligence Output Terms, and the Royalty & Payments Terms.

Notwithstanding the general order above, the more specific feature addendum controls over these Terms with respect to the particular feature it governs (for example, the EULA controls for the Software license and the authorized-agent appointment, the AI Terms control for AI Services, the Valuation & Diligence Output Terms control for Outputs, and the Royalty & Payments Terms control for royalty administration and payments), except for the provisions of this Agreement governing dispute resolution, limitation of liability, and disclaimers, which control unless the addendum expressly states otherwise.

20. Changes to These Terms

We may modify these Terms at any time. We will post the most current version with the "Last Updated" date and notify you of material changes via the Services or by email at least 30 days before they become effective. Your continued use of the Services after the notice period constitutes your acceptance of the updated Terms. If you do not agree with the changes, you must discontinue using the Services prior to the effective date of the updated Terms.

21. Miscellaneous

21.1 Entire Agreement

These Terms, together with the documents incorporated in Section 19, constitute the entire agreement between you and CreateBase regarding the Services and supersede all prior agreements and understandings, whether written or oral, concerning their subject matter, including any prior versions of the End User License Agreement. The current End User License Agreement is not superseded; it is incorporated into and forms part of this Agreement under Section 19.

21.2 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

21.3 Waiver

No waiver of any term shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision shall not constitute a waiver of such right or provision.

21.4 Assignment

You may not transfer or assign these Terms or any rights or obligations hereunder without our consent. CreateBase may assign its rights and obligations to a successor that assumes all substantial aspects of our business. Any assignment in violation of this section is void.

21.5 Force Majeure

We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, riots, civil unrest, government actions, labor disputes, or utility or internet service provider failures.

21.6 Relationship of the Parties

Except for the limited agency expressly described in Section 13 and the Royalty & Payments Terms, nothing in these Terms creates any partnership, joint venture, employment, or general fiduciary relationship between the parties, and neither party has authority to bind the other.

21.7 Notices

Legal notices to CreateBase must be in writing and sent to the address below; we may provide notices to you via the Services or the email associated with your account.

The Cur8 Group Corp.
13223 Black Mountain Rd, Ste 1189
San Diego, CA 92129
Attention: Legal Department
Email: legal@createbase.com

21.8 Time Limitation on Claims

YOU AND CREATEBASE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN TWO (2) YEARS AFTER THE CAUSE OF ACTION ACCRUES, OR IT IS PERMANENTLY BARRED, EXCEPT WHERE A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW.

21.9 Survival

Any provision which by its nature or express terms should survive termination or expiration will survive, including provisions regarding ownership, the license restrictions in Section 3.2, warranty disclaimers, indemnity, and limitations of liability.

22. Contact

For questions about these Terms, please contact our Legal Team at legal@createbase.com or by mail at The Cur8 Group Corp., 13223 Black Mountain Rd, Ste 1189, San Diego, CA 92129, Attention: Legal Department.

BY CLICKING TO ACCEPT OR BY OTHERWISE ACCESSING OR USING THE SERVICES, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE, THAT YOU HAVE NOT BEEN PREVIOUSLY REMOVED FROM AND ARE NOT PROHIBITED FROM RECEIVING THE SERVICES, AND THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS, INCLUDING THE LICENSE GRANT AND RESTRICTIONS IN SECTION 3, THE INFORMATIONAL-ONLY PROVISIONS IN SECTIONS 8 AND 9, AND THE ARBITRATION PROVISION AND 30-DAY OPT-OUT IN SECTION 18.