TERMS AND CONDITIONS OF USE OF GNACK APP

This Terms and Conditions of Use Agreement (“Agreement”) is made by and between

Mad Ape Media, LLC (“Company”) and you as a Client or Influencer (“you,” “your” or “User”).

1. Acceptance of Agreement.

This Agreement contain the complete terms and conditions that govern the use of the Company’s

website (www.gnackapp.com) (the “Site”) and mobile application (“Gnack App” and

collectively with the Site, the “Services”).

By (a) applying, registering, or engaging to be an Influencer or Client, (b) using or accessing the

Site or Gnack App for any reason, (c) accepting any assignment and/or providing any services as

an Influencer, or (d) engaging the Services to develop or distribute an advertising campaign as a

Client, you agree that you have read, understand and agree to be bound by this Agreement and

acknowledge that you have authority to enter into this Agreement..

IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR

USE ANY PORTION OF THE SITE OR GNACK APP. THE COMPANY RESERVES THE

RIGHT, WITH OR WITHOUT NOTICE, TO MAKE CHANGES TO THIS AGREEMENT AT

COMPANY’S DISCRETION. CONTINUED USE OF ANY PART OF THE SERVICES

CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.

2. Term and Termination.

This Agreement shall commence upon your acceptance of this Agreement and continue until

terminated. This Agreement may be terminated at any time by us or you for any reason,

provided, however, if (a) you are an Influencer and terminate this Agreement after commencing

any Influencer Project (as defined below) and before the completion of such Influencer Project,

you forfeit any rights to any further compensation for that Influencer Project or (b) you are a

Client and terminate this Agreement after commencing any Campaign (as defined below), you

shall be liable for all costs and fees incurred prior to termination of this Agreement.

3. Access and Use of Site and Gnack App.

(a) To access the Site, Gnack App, Site resources, links or other content, or become

an Influencer or Client, you may be asked to provide certain registration details or other

information. It is a condition of your use of the Services that all the information you provide will

be correct, current and complete. If Company believes the information you provide is not

correct, current or complete, Company has the right to deny access to the Services, or to any of

its resources and to terminate or suspend your access at any time.

(b) The Company reserves the right to monitor use of the Services to determine

compliance with this agreement, as well as the right to edit, refuse to post or remove any

information or materials, in whole or in part, at its sole discretion. The Company reserves the

right to terminate your access to any or all communication services with respect to the Services

at any time without notice for any reason whatsoever.

(c) You may use the Services only for the purposes expressly permitted by this

Agreement. As a condition of your use of the Services, you warrant to Company that you will

not use the Services for any purposes that is unlawful or prohibited by these terms, conditions

(d) You agree that you will not use the Site or Gnack App in any manner that could in

any way disable, overburden, damage or impair the Services or otherwise interfere with any

other party’s use and enjoyment of the Services. You further agree that you will not obtain, or

attempt to obtain, any materials, content or information by any means not expressly made

available or provided for through authorized use of the Services.

(e) The Site may be hyperlinked to and by other websites, which are not maintained

by, or related to, the Company. Hyperlinks to such sites are provided as a service to Users and

are not sponsored by, endorsed or otherwise affiliated with this Site or the Company. The

Company has not reviewed any or all of such sites and is not responsible for the content of any

linking sites, and any links made directly from the Services to another web page should be

accessed at User’s own risk. The Company makes no representations or warranties about the

content, completeness, quality or accuracy of any such website.

(f) The Company cautions you against giving out any personally identifiable

information about yourself or any party related to you, including any children. In an effort to

preserve privacy, the Company agrees that it will treat any personally identifiable information

that you submit through the Services in accordance with the terms outlined in its Privacy Policy

at [www.gnackapp.com/privacy].

(g) Any passwords used for the Services are for individual use only. You will be

responsible for the security of your password(s). From time to time, Company may require that

you change your password. You are prohibited from using any services or facilities provided in

connection with the Services to compromise security or tamper with system resources and/or

accounts. The use or distribution of tools designed for compromising security (e.g., password

crackers, rootkits, Trojan horses, or network probing tools) is strictly prohibited. If you become

involved in any violation of system security, Company reserves the right to release your account

details to system administrators at other websites and/or the authorities in order to assist them in

resolving security incidents. Company reserves the right to investigate suspected violations of

this Agreement. Company reserves the right to fully cooperate with any law enforcement

authorities or court order requesting or direction Company to disclose the identity of anyone

posting any e-mail messages, or publishing or otherwise making available any materials that are

believed to violate this Agreement.

4. Campaigns (Clients).

The Company provides marketing services to Clients by identifying, selecting and engaging

Influencers to prepare and post or distribute client-related content on Influencer’s social media

accounts (a “Campaign”). All Campaigns are submitted through the Gnack App or the Site and

are edited and prepared in accordance with instructions from the Client prior to posting or

distribution by any Influencer. All Campaigns will be outlined in a statement of work between

the Company and Client, which will include, without limitation, the scope of the project, the

social media platforms to be utilized, the target audience, and pricing specifications for the

Campaign. Each statement of work will be binding in accordance with its terms and will be

incorporated into this Agreement. In the event of any conflict between this Agreement and any

statement of work, the statement of work will govern.

5. Influencer Projects (Influencers).

The Company offers advertising assignments related to Campaigns (“Influencer Projects”) to

registered Influencers through the Gnack App or through the Site. Influencers to be utilized for

Influencer Projects are selected by the Company and/or the respective Client. If you are selected

as an Influencer, you will be given access to detailed information regarding the Influencer

Project, including, without limitation, the subject matter, types of poses, platforms for

distribution, the amounts and types of compensation that may be earned and other terms and

conditions applicable to the Influencer Project. All such information is confidential and you will

not disclose any of such information except as permitted by the Company and the Client. You

will accept the terms and conditions of any Influencer Project you will acknowledge your

acceptance through the Gnack App or the Site and such terms and conditions will be binding and

incorporated into this Agreement. You will abide by the parameters, specifications, terms and

conditions set forth in any Influencer Project accepted by you, including, without limitation,

required social media “tags” and disclosures and required content review and approval by the

Company and Client before posting and distributing the content. The Company will have the

sole discretion to accept or reject your submitted content and your content will not be posted or

distributed without Company approval and may be removed at any time. The terms of an

Influencer Project may be amended by the Company, in it its reasonable discretion, at any time

after acceptance by an Influencer. In the event of any conflict between this Agreement and the

terms and conditions of any Influencer Project, the terms and conditions of any Influencer

Project will govern.

By accepting any Influencer Project, you authorize the Company to share certain personal

information with the respective Client, including, without limitation, your name, social media

identification, contact information, rates and pricing to which you may have agreed and other

biographical and demographic information.

By acceptance of this Agreement, Influencers understand that they may never be selected to

participate in an Influencer Project even if approved as an Influencer.

Influencers will only be compensated for content that is accepted by the Company for posting

and distribution in accordance with an Influencer Project, provided that the Influencer is

otherwise in compliance with this Agreement and the Influencer Project requirements. To the

extent you are entitled to payment pursuant to the terms of this Agreement or an Influencer

Project, the Company will determine the method of payment and you agree to provide reasonable

cooperation in facilitating the payment. For example, you may be requested to provide bank

account and routing or ACH information. If you are entitled to payment of more than $600 in

any one calendar year, you also agree to provide your tax identification number or social security

number in order for the Company to provide you and the Internal Revenue Service with all

required documentation of such payment amounts. All work done and compensation paid to you

as an Influencer will be as an Independent Contractor in accordance with Section 11 of this

6. Intellectual Property.

(a) Company. All content found on the Site and Gnack App (the “Company

Content”) is considered copyrighted and trademarked intellectual property of the Company, or of

the party that created and/or licensed the Content to the Company. No rights or title to any of the

Company Content shall be considered transferred or assigned to any User. You agree that you

will not copy, distribute, republish, modify, create derivative works from or otherwise use the

Company Content in any way, without the prior written consent of the Company, except that you

may print out and/or save a copy of the Company Content for your personal use.

(b) Clients. By acceptance of this Agreement, and engaging the Company to run a

Campaign, you hereby grant to the Company a perpetual, non-exclusive, worldwide, royalty-free

license to use all intellectual property related to such Campaign, including, without limitation, (i)

Client’s trademarks that are reasonably associated with the subject matter of the Campaign; (ii)

Client’s domain names, website addresses, websites and URL’s; and (iii) any trademarks created

by the Company or by an Influencer on Client’s behalf as part of a Campaign. In addition, Client

hereby grants to the Company and any Influencer engaged in an Influencer Project for Client, a

perpetual, non-exclusive, royalty-free, non-transferable worldwide license to use Influencer

Content (as defined below) solely for the use on materials promoting the Company’s or

Influencer’s services and on social media or blog accounts owned by the Company or Influencer

for which the Influencer Content was created.

(c) Influencers. In your performance of any Influencer Project you will create and

post content related to the Influencer Project on your personal social media accounts (the

“Influencer Content”). Influencer Content may include, without limitation, photographs, video,

original artwork, text or other content or intellectual property that may be created and posted on

social media accounts. You hereby acknowledge and agree that the Company is and shall be the

sole owner of all right, title and interest in and to any and all Influencer Content. All Influencer

Content shall be treated as work made for hire under the Copyright Act. To the extent that any

Influencer Content is not deemed a work made for hire, you agree to and do hereby assign to the

Company all of your present and future worldwide right, title and interest in and to all of the

Influencer Content. You acknowledge and agree that you shall execute and deliver to the

Company any instruments of transfer and take such other action that the Company may

reasonably request, including, without limitation, executing and filing, at the Company’s

expense, copyright applications, assignments and other documents required for the protection of

the Company’s rights to such materials. As to any portion of the Influencer Content created after

the execution of this Agreement, the assignment shall become effective immediately upon

creation thereof, without need for further consideration or written agreement among the parties.

You hereby represent and warrant that all Influencer Content will be an original work of you and

that the Influencer Content will not infringe or misappropriate the intellectual property rights of

any third party. For any Influencer Content you create, you retain a limited license solely to host

such Influencer Content on your social media accounts. In addition, you acknowledge and agree

that, with respect to any Campaign, the Client owns all right, title and interest in, to and under

the Client’s trademarks and that Influencer shall not acquire any proprietary rights therein. Any

use by the Company or Influencer of any Client IP shall inure to the benefit of such Client. Any

offer to participate in an Influencer Project may set out specific Client IP that may be used in

conducting an Influencer Project.

7. Influencer Rules of Conduct.

As an Influencer, and in the performance of any Influencer Project, you represent and warrant

that you will comply with all of the following rules of conduct:

(a) Your social media posts related to an Influencer Project will comply with the

specifications set forth in the offer to participate in an Influencer Project and any subsequent

directions from the Company regarding the Influencer Project.

(b) You will not post anything on any social media account or on any other platform

or media that has not been approved by the Company or is in any way disparaging either to the

Company or any Client you are currently or have performed an Influencer Project for.

(c) You will not make any post on a social media account that contains any

misstatements of law, falsehood, obscenity, severe profanity or is unlawful, obscene, defamatory,

threatening, pornographic, bullying, harassing, hateful, racially or ethnically offensive or

encourages conduct that would be considered a criminal offense, give rise to civil liability,

violate any law or is otherwise inappropriate.

(d) You will not contact any Client directly concerning any Influencer Project, and

you must communicate exclusively through Gnack App or the Site.

(e) You will comply with the requirements of the Section 8 (“Disclosure”) below and

any related disclosure requirements of an Influencer Project.

8. Disclosure.

The Federal Trade Commission requires any party that makes public written statements

regarding a party that makes public written statements regarding a person, company or product

and that receives consideration of any type from that person, company or product to properly

disclose such relationship in such post. This means Influencers may be required to include the

word “Advertisement,” or similar phrase or indication of the relationship between the Influencer

and the Client in Campaign related social media posts. The disclosure requirements for any

Influencer Project will be set forth in the offer to participate in an Influencer Project. Influencer

hereby agrees to comply with these disclosure requirements and acknowledges that Influencer

will be solely responsible for any failure to comply with the disclosure requirements.

9. Disclaimer and Limitations on Liability.

The Company cannot and does not guarantee or warrant that files available for downloading

from the Services will be free of viruses, works, Trojan horses or other code that may cause

damage or harm to your computer(s), network(s) or other devices used to access the Services.

You acknowledge that you will be solely responsible for implementing sufficient procedures and

checkpoints to protect your computer(s), network(s) and other devices used to access the

Services, and that you will maintain adequate means of backup of your personal data, external to

the Site. Company further disclaims any responsibility to ensure that the Content located on its

Services is necessarily complete and up to date.

The Company shall not be liable for any loss, injury, claim, liability or damage of any kind

resulting in any way from (i) any errors in or omissions from the Site, Gnack App, any

Influencer Project or Campaign or the providing of any of the foregoing to you, (ii) the

unavailability or interruption of the Site or Gnack App, (iii) your use of the Site, Gnack App, or

participation in any Campaign or Influencer Project, (iv) any violation by any other party of the

agreement (including this Agreement) between the Company and such party, or (v) the content

contained on Gnack App or related to a Campaign or Influencer Project

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE CONTENT IS

PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER

EXPRESSED OR IMPLIED. COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING

ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, TITLE, OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT

THE FUNCTIONS OR CONTENT CONTAINED ON THE SERVICES WILL BE

UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR

THAT THIS SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE

OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY DOES NOT

WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT

OF USE, OF ANY CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR

OTHERWISE. THE USER ACKNOWLEDGES THAT THE CONTENT MAY INCLUDE

TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND COMPANY MAY

MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU ASSUME THE ENTIRE

COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF

ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE SERVICES OR CONTENT.

COMPANY MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL

NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR

RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.

COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS,

CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL

NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL,

CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS

OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR

SIMILAR DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY

OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE.

IN NO EVENT WILL THE COLLECTIVE LIABILITY OF COMPANY AND ITS

SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT

PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, REGARDLESS OF

THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EXCEED

THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO COMPANY FOR THE

APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE.

10. INDEMNITY.

YOU AGREE TO INDEMNIFY AND HOLD COMPANY, ITS SUBSIDIARIES,

AFFILIATES, LICENSORS, CONTENT PROVIDERS, SERVICE PROVIDERS,

EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, AND CONTRACTORS (THE

“INDEMNIFIED PARTIES”) HARMLESS FROM ANY BREACH OF THIS AGREEMENT

BY YOU, INCLUDING ANY USE OF CONTENT OTHER THAN AS EXPRESSLY

AUTHORIZED IN THIS AGREEMENT. YOU AGREE THAT THE INDEMNIFIED

PARTIES WILL HAVE NO LIABILITY IN CONNECTION WITH ANY SUCH BREACH OR

UNAUTHORIZED USE, AND YOU AGREE TO INDEMNIFY ANY AND ALL RESULTING

LOSS, DAMAGES, JUDGMENTS, AWARDS, COSTS, EXPENSES, AND ATTORNEYS'

FEES OF THE INDEMNIFIED PARTIES IN CONNECTION THEREWITH. YOU WILL

ALSO INDEMNIFY AND HOLD THE INDEMNIFIED PARTIES HARMLESS FROM AND

AGAINST ANY CLAIMS BROUGHT BY THIRD PARTIES ARISING OUT OF YOUR USE

OF THE INFORMATION ACCESSED FROM THE SERVICES.

11. Independent Contractor.

In the mutual performance of the parties duties and obligations under this Agreement and in any

Campaign or Influencer Project, it is mutually understood and agreed that (i) Influencer is and

will be an independent contractor of the Company and the Client and (ii) the Company is an will

be an independent contractor of the Client. Nothing in this Agreement shall be construed as

creating any partnership or joint venture between the Company and any Influencer, any

Influencer and any Client or the Company and any Client. Additionally, no party, by acceptance

of this Agreement, is authorized to act on behalf of or as an agent for any other party.

12. Assignment.

You may not assign your rights or interest in this Agreement or any Campaign or Influencer

Project without the prior written consent of the Company. Any assignment without consent shall

be deemed null and void. This Agreement and any Campaign or Influencer Project and all

incorporated agreements and your information may be assigned by the Company in our sole

13. Disputes.

If there is any dispute about or involving this Agreement or the Services, you agree that any

dispute shall be governed by the laws of the State of Texas, notwithstanding any principles of

conflicts of law. You specifically consent to personal and exclusive jurisdiction by and venue in

the state and federal courts of Hays County, Texas, in connection with any dispute between you

and Company arising out of or involving this Agreement, or any Services.

14. Miscellaneous.

(a) If any part of this Agreement is found by a court of competent jurisdiction to be

unlawful, void or unenforceable, that part will be deemed severable and will not affect the

validity and enforceability of any remaining provisions.

(b) You agree that no joint venture, partnership, employment, or agency relationship

exists between you and Company as a result of this Agreement or use of Company's Services.

(c) This Agreement constitutes the entire agreement among the parties relating to the

subject matter hereof, and supersedes all prior or contemporaneous communications and

proposals, whether electronic, oral or written between you and Company with respect to

Company's Services. Notwithstanding the foregoing, you may also be subject to

additional terms and conditions, posted policies (including but not limited to the Privacy Policy),

guidelines, or rules that may apply when you use the Services. Company may revise this

Agreement at any time by updating this posting. You should review the Agreement from time to

time to determine if any changes have been made to the Agreement. Your continued use of the

Services after any changes have been made to this Agreement signifies and confirms your

acceptance of any changes or amendments to this Agreement.

(d) The failure of Company to exercise or enforce any right or provision of this

Agreement shall not operate as a waiver of such right or provision. Any waiver of this

Agreement by Company must be in writing and signed by an authorized representative of the

(e) The section titles in the Agreement are for convenience only and have no legal or

(f) Please report any violations of this Agreement to the

Company Chris@gnackapp.com, Gnackapp.com. If you have any questions regarding this

Agreement, please contact us at Chris@gnackapp.com.

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