CreateBase Terms of Service

1. Agreement and Acceptance

This Terms of Service Agreement ("Agreement") is a legally binding contract between you ("User," "Artist," or "you") and The Cur8 Group Corp., a Delaware corporation ("CreateBase," "we," "us," or "our"). This Agreement governs your use of CreateBase's royalty collection platform and related services ("Services").

By creating an account or using the Services, you agree to be bound by this Agreement. If you do not agree to all terms, you may not use the Services.

Arbitration and Class Action Waiver: This Agreement contains mandatory arbitration provisions and class action waivers in Section 15 that substantially affect your legal rights. You may opt out within 30 days as described in Section 15.3.

By accessing or using the Services, you signify your acceptance of these Terms, our Privacy Policy, and our End User License Agreement. If you do not agree to these Terms, please do not use the Services. These Terms apply whether you have an account or are an unregistered user. You agree that by clicking "Sign Up" or otherwise registering, downloading, accessing, or using the Services, you are entering into a legally binding agreement between you and The Cur8 Group Corp.

PLEASE NOTE: These Terms contain an Arbitration provision in Section 15 that affects your rights under these Terms and with respect to any dispute between you and The Cur8 Group Corp. You have the right to opt out of binding arbitration within 30 days of the date you first agree to these Terms by following the opt-out procedure specified in Section 15.3.

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 our Services after this 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.

When opening an account with us on behalf of a company, entity, or organization (collectively, "Subscribing Organization"), or on behalf of a client that you represent in a professional capacity ("Client"), whether as an agent, business manager, or otherwise, you represent and warrant that you: (i) are an authorized representative of that Subscribing Organization and Client with the authority to bind that Subscribing Organization and Client to these Terms and grant the licenses set forth herein; and (ii) agree to these Terms on behalf of such Subscribing Organization and Client.

2. Services Overview

CreateBase provides a platform for users to observe, organize, consolidate, track, and manage different revenue streams tied to their creative works. Our Services may include the ability to link with third-party platforms or services ("Royalty Platforms") operated by record labels, digital distributors, music publishers, performing rights societies, and other organizations that remit royalties to creators and rightsholders.

You understand and agree that we have no control over the Royalty Platforms or access provided by their operators ("Royalty Payors"). We do not guarantee the functionality or availability of any Royalty Platform and disclaim liability for any actions or inactions by Royalty Payors that may affect your use of our Services, except where such disclaimer would be prohibited by California law.

In connection with your use of the Services, you acknowledge that the data collected from Royalty Platforms ("Analytics") may be considered "private information" or confidential as between you and the Royalty Payor. We will respect any non-disclosure, confidentiality, or other similar agreement you have executed with a Royalty Payor regarding Analytics, and nothing in these Terms is intended to conflict with or override such agreements.

In certain instances, it may be necessary for us, upon prior notice to you and with your explicit consent, to establish an account on your behalf directly with a Royalty Platform. In such cases, you grant us a limited, revocable right to establish and maintain an account with such Royalty Platform in our name for the purpose of accessing the Analytics, solely to provide you with the Services.

3. Website Access and Use

3.1 License and Access

Subject to your compliance with these Terms, The Cur8 Group Corp. grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and view the CreateBase website and use the interactive features for your personal and business use. This license does not include the right to: (a) resell or make unauthorized commercial use of the website or its content; (b) make derivative use of the website or its content without explicit permission; (c) download, copy, or use any account information for the benefit of any third party; or (d) use data mining, robots, scrapers, or similar data gathering methods.

3.2 Accuracy of Information

All information provided on the website must be accurate, complete, and current. You agree not to impersonate any person or entity, misrepresent your affiliation with any person or entity, or misrepresent the origin of any content you provide.

3.3 Form Submissions

Any forms submitted through the website constitute electronic communications. By submitting forms through our website, you:

• Agree that all information provided is true, accurate, current, and complete
• Acknowledge that you have the legal right to provide all information submitted
• Consent to electronic record-keeping and communications related to your submissions
• Agree that your submissions constitute your electronic signature
• Certify that you have authority to bind any entity on whose behalf you are acting
• Acknowledge that we may rely and act upon your submissions according to our Privacy Policy

3.4 Form Retention and Use

The Cur8 Group Corp. will retain form submissions in accordance with our data retention policy as outlined in our Privacy Policy. By submitting forms, you grant The Cur8 Group Corp. and its affiliates a non-exclusive, revocable license to use, reproduce, modify, adapt, and display the content of your submissions solely for the purpose of providing the Services to you and improving our platform. You may revoke this license for future use by contacting us, though we may retain copies as required for legal compliance.

3.5 Security Rules

You are prohibited from violating or attempting to violate the security of the website, including, without limitation:

• Accessing data not intended for you or logging into a server or account which you are not authorized to access
• Attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures
• Attempting to interfere with service to any user, host, or network, including by means of submitting malware, overloading, "flooding," "spamming," "mailbombing," or "crashing"
• Forging any TCP/IP packet header or any part of the header information in any email or posting
• Using any device, software, or routine to interfere with the proper working of the website or attempting to interfere with the proper working of the website
• Taking any action that imposes an unreasonable or disproportionately large load on our infrastructure

3.6 Technical Requirements

We may require specific hardware, software, or other technical specifications to access or use certain features of the website. We will make reasonable efforts to provide compatibility information and support to help you access our Services.

3.7 Prohibited Web Activities

In addition to the Prohibited Activities listed elsewhere in these Terms, you agree not to:

• Use any automated means, including but not limited to agents, robots, scripts, or spiders, to access, monitor, scrape, or copy any part of the website without our express written permission
• Frame, mirror, or otherwise incorporate any part of the website into any other website or service without our express written permission
• Access or attempt to access the website by any means other than through the interface provided by The Cur8 Group Corp.
• Circumvent, disable or otherwise interfere with security-related features of the website
• Attempt to decipher, decompile, disassemble, or reverse engineer any of the code or software comprising or making up the website
• Overwhelm, overload, disable, interrupt, or negatively affect the operation of the website

3.8 Website Availability

The Cur8 Group Corp. will make reasonable efforts to ensure the website is available and functioning properly, but we cannot guarantee that the website will be available at all times or that it will be uninterrupted or error-free. We reserve the right to withdraw, modify, or suspend any feature or portion of the website with reasonable notice when possible, except for scheduled maintenance, which we will announce in advance when reasonably possible. We shall not be liable if, for any reason, all or any part of the website is unavailable at any time or for any period, except where such liability cannot be excluded under California law.

3.9 Intellectual Property Ownership

All text, graphics, images, logos, icons, audio clips, video clips, design elements, and other materials created by or proprietary to The Cur8 Group Corp. and displayed on the CreateBase website (collectively, "Our Content") are the property of The Cur8 Group Corp. and are protected by U.S. and international copyright, trademark, and other intellectual property laws. Except as expressly permitted under these Terms, you may not copy, reproduce, republish, upload, post, transmit, or distribute any Our Content without prior written consent from The Cur8 Group Corp.

3.10 Third-Party Content and Marks

Third-party content, trademarks, service marks, trade names, logos, and brand features (collectively, "Third-Party Materials") displayed on the CreateBase website or platform are the property of their respective owners. Use of such Third-Party Materials by The Cur8 Group Corp. is for identification, informational, or referential purposes only.

Nothing in these Terms grants you any rights in or to Third-Party Materials. The appearance of Third-Party Materials on the website does not imply any sponsorship, endorsement, affiliation, or partnership with The Cur8 Group Corp., unless expressly stated in writing.

Users may not copy, reproduce, republish, upload, post, transmit, or otherwise use any Third-Party Materials without the prior written consent of the applicable rights holder.

3.11 Copyright & DMCA Compliance

The Cur8 Group Corp. respects intellectual property rights and complies with the Digital Millennium Copyright Act (DMCA). If you believe your copyrighted work has been improperly posted or used on our website, please contact us at legal@createbase.com with sufficient detail to enable us to identify and remove the allegedly infringing material.

3.12 Governing Law for Website Use

Use of the CreateBase website and any disputes arising therefrom shall be governed by and construed in accordance with the laws specified in the Governing Law section of these Terms. By accessing or using the website, you agree that all website-related disputes are subject to that governing law and the exclusive jurisdiction of the courts identified therein.

4. User Accounts

4.1 Eligibility

You must be at least 18 years old or 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 or prohibited from receiving the Services.

While The Cur8 Group Corp. maintains control over the Services and platform infrastructure, you retain your property interest in your account data and content. Nothing in these Terms transfers ownership rights in your data or content to The Cur8 Group Corp., beyond the limited licenses expressly granted herein.

4.2 Account Registration

To access certain features, you must create an account. You agree to provide accurate, complete information and keep this information updated. You are responsible for maintaining the security of your account credentials and for all activities that occur under your account.

When registering, you may be required to provide personal information, including your name, email address, and payment information. Multiple accounts sharing the same name, email, credit card, or payment processing information are not permitted. You are solely responsible for maintaining the confidentiality of your account, password, and for restricting access to your computer.

Unless expressly permitted in writing by us and except for Additional Users, you may not sell, rent, lease, share, or provide access to your account to anyone else, including without limitation, charging anyone for access to administrative rights on your account. We reserve all available legal rights and remedies to prevent unauthorized use of the Services, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.

4.3 Additional Users

You may invite third parties, such as business managers, collaborators, or other authorized representatives, to access your account. You can manage their access levels (Read Only or Editing) at any time through your account settings. You are responsible for all activities that occur under your account, including actions taken by any Additional Users.

Additional Users must separately agree to these Terms. You represent and warrant that you have permission to use their email when sending invitations.

4.4 Platform Access Information

In using the Services, you may provide account access information for Royalty Platforms, including login credentials, account numbers, security questions, and other access information ("Platform Access Information"). You expressly authorize us to:

• Use the Platform Access Information to collect, store, and utilize data from your accounts ("Analytics") solely for providing the Services to you
• Access the Royalty Platforms on your behalf as your limited agent
• Format and manipulate the Analytics to display to you
• Update and maintain Platform Access Information as needed to provide the Services
• Register metadata for your creative works with your explicit direction and approval

By accessing our Services, you represent that you are the legal owner of the Platform Access Information and related accounts, and you appoint us as your agent with limited authority to access and retrieve Analytics on your behalf, solely for the purpose of providing the Services to you. This authorization is revocable by you at any time.

4.5 User Control & Data Ownership

You maintain full ownership over your intellectual property and account data at all times. We respect your control over your data and will not access or use your content for purposes outside of providing the Services without your explicit permission. You may review, modify, or delete your content at any time through your account settings. Upon account termination, we will allow you to export your data in a common, machine-readable format.

5. Fees and Payments

5.1 Fees

• Setup Fee: A reasonable setup fee is required to claim royalties through the Platform.
• Catalog Expansion Fees: Additional charges apply for automatically adding additional artist catalogs, as detailed in our current pricing policy available on the Platform.
• Administrative Fee: The Cur8 Group Corp. will retain a reasonable administrative fee from royalties collected, with the remainder passed through to you.

All fees will be clearly displayed before you incur them.

5.2 Payment Processing

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

5.3 Account Credit Policy

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 are non-refundable unless otherwise required by California law. If you are dissatisfied with the Services, you may cancel your account at any time. For details, please refer to our Account Credit Policy.

5.4 Fair Pricing Policy

We are committed to transparent, user-friendly pricing. You will only be charged for services you actively use. Any price changes will be communicated to you at least 30 days in advance, giving you the choice to continue or discontinue using the Services without penalty.

6. User Rights and Responsibilities

6.1 Prohibited Activities

You agree not to:

• Violate any applicable laws or regulations
• Use the Services for fraudulent, illegal, or unauthorized purposes
• Upload, post, or share content that infringes intellectual property rights or violates the rights of others
• Interfere with or disrupt the integrity, security, or performance of the Services
• Attempt to gain unauthorized access to other users' accounts or data
• Engage in any activity that could damage, disable, or impair the Services or servers
• Reverse engineer, decompile, or attempt to extract source code from the Services
• Use automated means, bots, scrapers, or similar technologies to access the Services without our express permission
• Create multiple accounts to evade restrictions or limitations
• Use the Services to harass, threaten, or harm others
• Use the Services for comparative analysis or to build competing products or services without our express permission

6.2 User Content License

By submitting content (such as music metadata) to the Services, you grant us a non-exclusive, worldwide, royalty-free license to use, store, and process your content solely to provide and improve the Services. This license is limited to the purposes expressly described in these Terms and does not transfer ownership of your intellectual property to us. You retain all ownership rights to your intellectual property.

6.3 Analytics and Data Usage

You acknowledge that data collected through our Services, including usage statistics and anonymized aggregated data ("Services Data"), may be used by us to improve and enhance the Services. We may use Services Data in aggregate or de-identified form for development, diagnostic, and enhancement purposes. Any such use will not identify you personally or include your confidential information.

7. Intellectual Property Rights

7.1 Our Intellectual Property

The Services, including all associated intellectual property rights in the platform itself, are owned by The Cur8 Group Corp. and its licensors. You are granted a limited, non-exclusive, non-transferable license to use the Services for your personal or internal business use. All rights not expressly granted are reserved.

7.2 Your Intellectual Property

We expressly disclaim any ownership or control over the copyrights or intellectual property rights of your content. We have no intention of claiming, and do not claim, any ownership stake in your creative works. Your relationship with us does not restrict your artistic choices or actions in any way.

7.3 IP Metadata Registration and Royalty Collection

By using the Platform, you authorize us to register creative intellectual property metadata on your behalf and to act as your agent for the sole purpose of facilitating royalty collection, as directed by you. We expressly disclaim any ownership over the copyrights to any IP referenced by user-uploaded metadata. Our role is strictly limited to managing royalty collections and distributions as your agent and service provider, without assuming any ownership or control over your creative IP. You may revoke this authorization at any time.

8. Feedback and Suggestions

If you choose to send us creative suggestions, ideas, notes, drawings, concepts, or other information ("Feedback"), such Feedback shall remain your property. By providing Feedback, you grant The Cur8 Group Corp. a non-exclusive, royalty-free, revocable license to use the Feedback to improve our Services and develop new features.

We will not develop products based specifically on your Feedback without your prior consent, and we will not share your Feedback with third parties in a way that discloses your identity without your permission. Nothing in these Terms limits your right to develop similar ideas independently, and we may already be developing similar ideas.

This license is limited to the purposes stated above and does not transfer ownership of your intellectual property to us. You may request at any time that we cease using specific Feedback you have provided.

9. Privacy and Data Security

9.1 Data Collection

We collect the following types of information to provide and improve our Services:

Personal Information You Provide:

• Account registration information (name, email address, phone number)
• Payment information (credit card details, billing address) processed through third-party payment providers
• Royalty Platform Access Information (login credentials, account numbers, security questions, access tokens for third-party PROs, distributors, and streaming services)
• Metadata about your creative works (song titles, writer credits, ISRCs, ISWCs, publisher information, splits, and registration data)
• Communications with us (support requests, feedback, correspondence)
• Professional information (business entity details, tax identification numbers when required by law)

Information We Collect Automatically:

• Usage data and analytics (features used, pages viewed, time spent on platform, click patterns)
• Device information (IP address, browser type, operating system, device identifiers)
• Cookies and similar tracking technologies to enhance user experience and analyze platform performance
• Log data (access times, error logs, system activity)

Information from Third Parties:

• Analytics data from Royalty Platforms (royalty statements, payment history, catalog information)
• Verification data from payment processors and identity verification services
• Public information from music industry databases and registries

You may choose not to provide certain information, but this may limit your ability to use specific features of our Services.

9.2 Data Use and Sharing

How We Use Your Data:

We use your information solely for the following purposes:

• Providing and maintaining the Services, including royalty collection and metadata registration
• Processing payments and maintaining financial records
• Communicating with you about your account, Services updates, and support requests
• Improving and developing new features for the platform
• Complying with legal obligations, including tax reporting and anti-money laundering requirements
• Preventing fraud, abuse, and security threats
• Analyzing usage patterns through aggregated, de-identified data that cannot identify you personally

How We Share Your Data:

We do not sell, rent, or trade your personal information. We share your data only in the following limited circumstances:

• With Royalty Platforms: Acting as your authorized agent under the EULA and Letters of Direction, we use Royalty Platform Access Information to access Royalty Platforms on your behalf and register metadata for your works. We do not "share" your credentials with these platforms - we use them solely to perform Services you've authorized us to provide.
• With Payment Processors: We share necessary payment information with third-party payment processors to facilitate transactions
• With Your Consent: We may share information with third parties when you explicitly authorize us to do so
• For Legal Compliance: We may disclose information when required by law, court order, subpoena, or to protect our legal rights
• Business Transfers: In the event of a merger, acquisition, or sale of assets, your information may be transferred to the acquiring entity, subject to the same privacy protections
• Service Providers: We may share data with trusted service providers who assist in operating our platform (hosting, analytics, customer support), all bound by confidentiality obligations

We never:

• Sell your personal data to third parties
• Share your royalty information with competitors or other artists
• Use your creative work metadata for purposes other than providing Services to you
• Share your Royalty Platform Access Information beyond what's necessary to collect royalties on your behalf

Your Control Over Data Sharing:

You can control certain data sharing preferences through your account settings, including:

• Marketing communications preferences
• Analytics data collection (where legally permissible)
• Third-party integrations and connections

To exercise your data rights or modify sharing preferences, contact us at legal@createbase.com.

9.3 Data Breach Notification

In the event of a data breach affecting your personal information, we will notify you and relevant authorities as required by applicable law, typically within 72 hours of discovery. We will provide details about the breach, affected data, and steps we're taking to address the situation. We will also take appropriate corrective actions as required by applicable law and implement additional security measures to prevent future breaches.

9.4 Data Retention and Deletion

We retain different types of data for specific periods:

• Account Data: Retained for 3 years after account closure for tax and legal compliance
• Financial Records: Retained for 7 years as required by law
• Creative Content and Metadata: Retained for 7 years after account closure to support ongoing rights management, royalty collection, and audit requirements. May be retained longer if required by law, ongoing royalty claims, or unresolved disputes.
• Usage Analytics: Aggregated and anonymized data retained for 2 years; individual usage data retained for 1 year
• Marketing Data: Retained until you opt out or for 2 years of inactivity
• Royalty Data: Retained for 7 years after final payment for audit purposes

You may request deletion of your personal data at any time, subject to legal and business requirements. We will honor such requests within 30 days unless retention is required by law.

9.5 International Data Transfers

Your data may be transferred to and processed in countries other than your own. We ensure adequate protection through Standard Contractual Clauses, adequacy decisions, or other appropriate safeguards as required by applicable privacy laws. By using our Services, you consent to such transfers and acknowledge that your data may be subject to different privacy laws in other jurisdictions.

9.6 Data Portability

You have the right to receive your personal data in a structured, commonly used, and machine-readable format. We will provide your data within 30 days of request in formats including JSON, CSV, or other industry-standard formats. This includes your account data, royalty information, and any other personal information we maintain about you.

9.7 Children's Privacy

Our Services are not intended for children under 18. We do not knowingly collect personal information from children under 18. If we discover we have collected such information, we will delete it immediately. Parents who believe we have collected their child's information should contact us immediately at legal@createbase.com.

10. Service Level Agreements and Business Continuity

10.1 Service Availability

We strive to maintain high service availability but do not guarantee uninterrupted access. We target 99.5% uptime but cannot guarantee this level of service. Scheduled maintenance will be announced in advance when possible. We are not liable for service interruptions due to factors beyond our reasonable control.

10.2 Disaster Recovery

We maintain disaster recovery procedures and backup systems to protect your data. In the event of a disaster or system failure, we will work to restore services as quickly as possible. However, we cannot guarantee specific recovery times and are not liable for data loss or service interruptions during recovery periods.

10.3 Security Measures

We implement industry-standard security measures including:

• Data encryption in transit and at rest
• Regular security audits and assessments
• Access controls and authentication systems
• Incident response procedures
• Regular security training for staff

Despite these measures, no security system is perfect, and we cannot guarantee absolute security of your data.

10.4 Regulatory Compliance

We comply with applicable laws and regulations including:

• Anti-money laundering (AML) requirements
• Know Your Customer (KYC) obligations
• Sanctions and export control laws
• Music industry regulations and licensing requirements
• Tax reporting and withholding obligations

You agree to cooperate with our compliance efforts and provide accurate information as required by applicable laws.

11. Disclaimers and Warranties

TO THE EXTENT PERMITTED BY APPLICABLE LAW: (A) THE SERVICES AND THE CONTENT AND MATERIALS CONTAINED THEREIN ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY THE CUR8 GROUP CORP.; (B) THE CUR8 GROUP CORP., ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE SERVICES, INCLUDING ANY INFORMATION, CONTENT, OR MATERIALS CONTAINED THEREIN; (C) THE CUR8 GROUP CORP. DOES NOT REPRESENT OR WARRANT THAT THE CONTENT OR MATERIALS ON THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE; (D) THE CUR8 GROUP CORP. IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO TEXT OR PHOTOGRAPHY; AND (E) THE CUR8 GROUP CORP. CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR OUR SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.

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 THE CUR8 GROUP CORP. OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU ARE SOLELY RESPONSIBLE FOR ALL ACTIONS WHICH YOU TAKE BASED ON THE INFORMATION OBTAINED FROM THE SERVICES.

12. Limitation of Liability

EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL THE CUR8 GROUP CORP., ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SERVICES, THE CONTENT OR THE MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM THE SERVICES, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO OUR RECORDS, PROGRAMS, OR SERVICES.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE CUR8 GROUP CORP., WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), 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 THESE TERMS SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR GROSS NEGLIGENCE, FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.

13. Indemnification

You agree to indemnify, defend, and hold harmless The Cur8 Group Corp. 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 these Terms or applicable law
• Your violation of any third-party rights
• Your User Content, if it violates these Terms or applicable law

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.

14. Termination

14.1 Termination by User

You may terminate your account and this Agreement by providing thirty (30) days prior written notice to The Cur8 Group Corp. at legal@createbase.com or at the address specified in Section 16.8. The termination shall become effective thirty (30) days following our receipt of such notice.

Termination will not relieve you of your obligations under this Agreement, including payment of any fees owed. No refunds shall be issued for subscription fees, setup fees, or other amounts previously paid, regardless of the reason for termination or the remaining time in any subscription period. You remain responsible for all tax obligations related to royalty payments accrued or received prior to termination, including any required filings or payments to tax authorities.

14.2 Termination by CreateBase

We reserve the right to suspend or terminate your access to the Services if you violate these Terms or engage in conduct harmful to CreateBase or other users. We will provide reasonable notice when possible, except in cases of:

• Material breach of these Terms
• Fraudulent or illegal activity
• Violation of applicable laws or regulations
• Conduct that poses immediate risk to our systems or other users
• Legal or regulatory requirements

If we terminate your account without cause, we will offer a pro-rated refund for any unused portion of paid Services for the current billing period only.

14.3 Post-Termination Commission Rights

Notwithstanding termination of this Agreement, The Cur8 Group Corp. shall retain the right to receive its administrative fee on any royalties collected within twelve (12) months following the effective date of termination that are attributable to collection efforts, claims, registrations, or Letters of Direction initiated or submitted during the term of this Agreement ("Trailing Royalties"). The Cur8 Group Corp. shall remit the balance of any such Trailing Royalties to you within thirty (30) days of receipt.

After the twelve (12) month post-termination period, The Cur8 Group Corp. shall remit one hundred percent (100%) of any royalties received to you within thirty (30) days of receipt and shall use reasonable efforts to redirect Royalty Payors to your designated recipient.

The parties acknowledge that third-party organizations (including PROs, distributors, and collection societies) may continue to remit payments to CreateBase after termination as such organizations process pending revocations of Letters of Direction. CreateBase is authorized to receive such payments on your behalf and shall process them in accordance with this Section 14.3.

14.4 Letter of Direction Revocation

Upon termination, The Cur8 Group Corp. shall revoke any Letters of Direction within ten (10) business days following the effective date of termination and shall notify applicable Royalty Platforms and collection organizations to redirect future payments to you. You agree to provide a valid payment address or designation for such redirection. The Cur8 Group Corp. shall not be liable for any delays in payment redirection caused by third-party organizations.

14.5 Accounting Upon Termination

Upon termination, The Cur8 Group Corp. shall provide you with an interim accounting statement within forty-five (45) days of the effective date of termination covering all royalties collected through the termination date. The Cur8 Group Corp. shall provide a final accounting statement within thirty (30) days following the conclusion of the twelve (12) month post-termination period described in Section 14.3, covering all Trailing Royalties received during such period.

14.6 Data Export and Account Deletion

Upon termination, your right to use the Services will cease immediately. We will provide you with a reasonable opportunity to download your data before account deletion, typically within thirty (30) days of the effective termination date. You must promptly cease all use of the Services and delete any locally stored copies of our proprietary materials.

14.7 Survival of Terms

All provisions of these Terms which by their nature should survive termination shall survive, including but not limited to: intellectual property ownership provisions, warranty disclaimers, indemnification obligations, limitations of liability, dispute resolution provisions, and Sections 14.3, 14.4, and 14.5 of this Termination section.

15. Dispute Resolution

15.1 Governing Law

These Terms are 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 15.

15.2 Dispute Resolution Process

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms ("Dispute"), you and The Cur8 Group Corp. 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 in accordance with the Contact Information section.

15.3 Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved by binding arbitration in San Diego, California, in accordance with the rules of the American Arbitration Association. Judgment on the award may be entered in any court having jurisdiction.

Arbitration Opt-Out Right: You may opt out of this agreement to arbitrate by sending written notice of your decision to opt out to legal@createbase.com within 30 days of first accepting these Terms. The notice must include your name, address, and a clear statement that you do not wish to resolve disputes through arbitration.

15.4 Class Action Waiver

TO THE EXTENT PERMITTED BY LAW, YOU AND THE CUR8 GROUP CORP. 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 you and The Cur8 Group Corp. agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

If this specific provision is found to be unenforceable, then (a) the entirety of this Section 15 shall be null and void, and (b) the exclusive jurisdiction and venue described in Section 15.1 shall govern any action arising out of or related to these Terms.

16. Miscellaneous

16.1 Entire Agreement

These Terms constitute the entire agreement between you and The Cur8 Group Corp. regarding your use of the Services and supersede all prior agreements and understandings, whether written or oral, concerning its subject matter.

16.2 Severability

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

16.3 Waiver

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

16.4 Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our consent. The Cur8 Group Corp. may assign its rights and obligations under these Terms, but only to a successor who will assume all substantial aspects of our business. Any assignment attempted to be made in violation of these Terms shall be void.

16.5 Survival

Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, provisions regarding ownership, warranty disclaimers, indemnity, and limitations of liability.

16.6 Force Majeure

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

16.7 Time Limitation on Claims

YOU AND THE CUR8 GROUP CORP. 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. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

16.8 Contact Information

BY DOWNLOADING, INSTALLING, OR OTHERWISE USING THE SERVICES, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE, AND THAT YOU HAVE NOT BEEN PREVIOUSLY REMOVED FROM AND ARE NOT PROHIBITED FROM RECEIVING THE SERVICES.