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TERMS OF USE FOR
TALENT TOKEN EXCHANGE

July 2020

The following terms and conditions (these “Terms”) govern your use of any TALENT TOKEN EXCHANGE platform, products, and services or related features (collectively, “Service”) available on any device. These Terms of Use are a legal agreement between you and TTX, Inc. They apply to you and anyone else you authorize to use your TALENT TOKEN EXCHANGE accounts.

The terms “you” and “your” throughout these Terms refer to primary TALENT TOKEN EXCHANGE service users and authorized users of TALENT TOKEN EXCHANGE service accounts, and the terms TTX, Inc., “we” or “us” refer to TTX, Inc.

The content on the Service includes videos, audio (for example music and other sounds), graphics, photos, text (such as comments and scripts), branding (including trade names, trademarks, service marks, or logos), interactive features, software, metrics, and other materials provided by us or a third-party (collectively, “Content”). Content is the responsibility of the person or entity that provides it to the Service. TTX, Inc. is under no obligation to host or serve Content.

1. Fees

You understand that your third-party agreements may contemplate fees, limitations, and restrictions which might affect your use of Services (such as data usage or text messaging charges imposed on you by your wireless carrier). You agree you are solely responsible for all such fees and agree to comply with such limitations and restrictions.

2. Suspension; Cancellation

TTX, Inc. reserves the right, for any reason, to discontinue offering or supporting any Service. Except as otherwise required by applicable law, TTX, Inc. may block, restrict, suspend or terminate your use of any Service at any time without notice and for any reason, including if you violate these Terms or other agreements with us. You agree that TTX, Inc. will not be liable to you or any third party for any block, suspension, cancellation, or termination of your use of the Service.

3. Electronic Contact

You expressly consent to receive phone calls, text messages, push notifications, and emails related to the Service from us at phone numbers and email addresses you have provided to TTX, Inc.

4. Data Privacy

You agree that TTX, Inc. may also collect and use technical data and related information, including, but not limited to, technical information about your device. We may use this information, as long as it is in a form that does not personally identify you, to improve or to provide the Service to you.

5. Changes to Service Terms

We reserve the right to revise these Service Terms at any time, and you are deemed to be aware of and bound by any changes to these terms by your continued access.

6. Disclaimer of Warranties

TTX, Inc. makes no warranty of any kind with regard to the Services, including, but not limited to, the implied warranties of merchantability, non-infringement, and fitness for a particular purpose.

7. Permissions and Restrictions

You may access and use the Service as made available to you, as long as you comply with this Agreement and applicable law. You may view, listen to, or join Content for your personal, non-commercial use. The following restrictions apply to your use of the Service. You are not allowed to:

1. access, reproduce, download, distribute, transmit, broadcast, display, sell, license, alter, modify or otherwise use any part of the Service or any Content;

2. circumvent, disable, fraudulently engage with, or otherwise interfere with any part of the Service (or attempt to do any of these things), including security-related features or features that (a) prevent or restrict the copying or other use of Content or (b) limit the use of the Service or Content;

3. use the 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;

4. use the Service to view or listen to Content other than for personal, non-commercial use

8. Reservation

Using the Service does not give you ownership of or rights to any aspect of the Service, including user names or any other Contents.

9. Entire Agreement

This Agreement is the complete and exclusive statement of the agreement between TTX, Inc. and you with respect to the subject matter hereof.

10. Non-Assignment

You may not assign this Agreement or any of the rights or duties hereunder to any person.

11. No Waiver

If you fail to comply with this Agreement and we do not take immediate action, this does not mean that we are giving up any rights that we may have (such as the right to take action in the future).

12. Binding Agreement

This Agreement shall be binding upon and solely for the benefit of the parties hereto and their respective legal representatives, successors, and assignees. This Agreement is not for the benefit of any other person, and no other person shall have any right against TTX, Inc. or you hereunder.

13. Headings

Headings are used for reference purposes only and shall not be deemed a part of this Agreement.

14. Severability

In the event that any provision of this Agreement shall be determined to be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.

15. Governing Law/ Jurisdiction

This Agreement shall be construed in accordance with and governed by the laws of the Cayman Islands. You consent to a jurisdiction with regard to any claim or proceeding related to this Agreement in any court in the Cayman Islands.