Sweet Terms of Use

SWEET PLATFORM TERMS OF USE

May, 2019

Welcome to SweetTM, we are glad you are here! We highly recommend that you read our Platform Terms of Use (“Terms of Use”). The Terms are a contract between you and SocialSweet Inc, dba Sweet (“us”, “we” “Sweet”), which is applicable when you use our mobile applications, web sites including, but not limited to, sweet.io and any other web site hosting Sweet’s mobile or web applications (regardless of the exact URL), our services, products, and content provided by us, (individually and collectively, the “Platform”), globally, in existence now or in the future. You are referred to herein as “you” or “your” and when we use “you” or “your” we are referring to you and any person, party or entity who accesses the Platform or uses the Services.

We may update these Terms of Use from time to time. We will let you know if we make significant changes by sending a notice to the email address connected with your Sweet account, sending you a text (if you choose to be contacted that way), or by placing a notice in a prominent place within the Platform. The notice we provide will indicate when the change will be effective and if you do not agree with the upcoming change, please delete your account. If you continue to use the Platform after the stated effective date, you will be deemed to have accepted the change. The Privacy Policy posted at sweet.io/privacy also forms part of these Terms of Use. We may at any time modify the Privacy Policy. Any reference to our Terms of Service includes all such policies. Notwithstanding any other provision, Sweet shall have the right to update, modify, alter and enhance the features, layout, structure, front-end, navigation, appearance, functionality and other elements of all or a part of the Platform, and any aspect, portion or feature thereof.

DEFINITIONS

“Account” refers to a User Account or a Brand Account as applicable to you.

“Affiliates” means a party’s subsidiaries, successors, assigns, or owners, and any company that has a business relationship with them, including without limitation, managers, entertainers, agents, companies, distributors, vendors, suppliers, licensees and any of their shareholders, officers, directors, employees, attorneys, accountants or other representatives.

“Brands” refers to any person or entity with a Brand Account on the platform. Brand accounts are intended for artists, entertainment properties, talent, retail brands, performers, celebrities, sports teams, sports talent, or any person or entity that has a user or fan base and has an account on the Platform (“Brand Account”) with additional functionality to engage with Users through Sweet’s Platform and reward Users for their, engagement and loyalty.

“Rewards” include, but are not limited to, unique Brand merchandise, prizes, and experiences, or Sweet provided rewards and experiences. Both Sweet and Brands have flexibility to use the Platform to offer many kinds of unique prizes and one-of-a-kind Rewards, many of which are not generally for sale or available as a service by the Brand. The place where Users can use Sugar to get Rewards from Brands and Sweet is referred to herein as the “Rewards Marketplace.”

“Services” means any features, functions, services, content, rewards, offers or other information available on or through the Platform,

“SugarTM” is the name of Sweet’s loyalty reward unit used to reward Users for (among other things) engaging with the platform and performing User actions, and used by Users for (among other things) redeeming for Rewards on the platform. Sugar is akin to “loyalty points” or a “mileage program” where users can earn and redeem Sugar like they would with points or miles, but as stated in Sweet’s case it is branded as Sugar to be used on the Sweet platform.

“Users” refer to any person, fan, or entity that has a standard account (“User Account”) on the Platform that can be used to earn or redeem Sugar.

The words “use” or “using” in this Terms of Use, means any time an individual, directly or indirectly, with or without the aid of a machine or device, does or attempts to access, interact with, use, display, view, print or copy from the Platform, receives data from or transmits data to, the Platform, or in any way utilizes, benefits, takes advantage of or interacts with any function, service or feature of the Platform, for any purpose whatsoever. This Terms of Use does not cover your rights or responsibilities with respect to third party content or any links on the Platform that may direct your browser or your Internet connection to third party websites or web pages.

USE OF THE PLATFORM

There are portions of the Platform that we make available to the general public without registering and you may visit and browse those portions, including the public sweet.io website, without charge or obligation. Other areas of the Platform are reserved for Brands or Users who open accounts with Sweet (“Reserved Areas”) including Services of the Platform such as earning Sugar, offering Sugar, or using Sugar for Rewards in the Rewards Marketplace.

The Platform is offered and made available only to users 13 years of age or older. If your use of the Platform is prohibited or restricted in any way by the laws, regulations, rules or other governmental requirements of the jurisdiction from which you access the Platform or in which you live or reside, or if, for any reason and at any time, you do not agree with all of the terms and conditions contained in these Terms, please discontinue using the Platform immediately. BY ACCESSING THE PLATFORM: (I) YOU CERTIFY THAT YOU ARE AT LEAST 13 YEARS OF AGE AND HAVE A PARENT’S OR GUARDIAN’S PERMISSION TO ACCESS THE PLATFORM OR YOU ARE AT LEAST 18 YEARS OF AGE AND (II) YOU (OR YOUR PARENT OR GUARDIAN IF APPLICABLE) UNDERSTAND, ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS. YOUR REMEDY FOR DISSATISFACTION WITH THE PLATFORM, OR ANY SERVICES, IS TO STOP USING THE PLATFORM AND/OR THOSE PARTICULAR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS BECOMES EFFECTIVE IMMEDIATELY UPON ACCESSING THE PLATFORM.

ACCOUNT CREATION

To access and participate with the Platform and our Services you will need to create an Account, which can be a Brand Account, as a Brand, or User Account, as an individual User. By creating an Account, you agree to: (a) provide accurate, current and complete account information as required, (b) maintain and promptly update from time to time as necessary your account information, (c) maintain the security of your User Account, (d) accept all risks of unauthorized access to your account and the information you provide to us, and (e) immediately notify us by using the “Contact Us” or “Help” component of the Platform if you discover or otherwise suspect any security breaches related to the Platform, Sugar, or your User Account is personal to you and you are responsible if you allow others to use it. We are not liable for any direct or indirect harm caused or related to the theft or misappropriation or disclosure of all or any portion of your User ID, or your authorization of anyone else to use your User Account
As part of the registration process, you will need to provide us with your email address, or mobile telephone number, (which serves as your “User Account”), and choose a username (which serves as your platform “handle), and a password . Alternatively, Users may choose to create a User Account by authenticating with their personal Facebook, Google, or Twitter account “Social Authentication” with the Platform or via some other equivalent method if made available by Sweet. If a User chooses to join and authenticate via Social Authentication, their personal social media user account will serve as their User Account on the Platform. Your User Account must be unique and not previously registered with the Platform, and we may request that you provide other personally identifiable information such as your mobile phone number, or email address. Sweet may choose to utilize two-factor authentication which may be required by Sweet once your account reaches certain milestones or before certain actions are allowed. For two-factor authentication we will send a secret authorization code to the email address or mobile number you provided (or for Users that registered via Social Authentication to the email address associated with their personal social account) to complete the two-factor authentication set-up. You also understand that Sweet might require you complete certain tax forms and provide tax information if Sweet deems it required in its sole discretion. If a User uses Social Authentication as part of their registration process, then they are subject not only to these Terms, but also to the terms and conditions of the Social Network used for authentication.
You acknowledge and agree that to ensure the safety of your Account, to counteract invalid or inappropriate use of Sugar to the extent applicable and to enforce the internal security policies of Sweet, we may use and maintain certain internal controls and programs. Sweet, through these programs and controls, may collect and store information about you and your transactions, including personal information about you, provided to us upon your creation of your Account or requested by us upon your use of the Platform. Sweet may require further identification information from you to the extent requested by any competent law enforcement or judicial authority or if applicable to meet requirements for the Services pertaining to laws of a certain jurisdiction or governmental authority. All such information is governed by our Privacy Policy at https://brands.sweet.io/privacy. Should you not comply, or should you provide incomplete or false information and documents in response to such a request, Sweet in its discretion can refuse to provide its Services to you and may Suspend Access to or Terminate your Account in accordance with the policy described in the section entitled Account Suspensions and Termination. Sweet may suspend Access to your account if a login attempt is deemed suspicious and when established may require a two-factor authentication check to re-enable your Account.

COLLECTING OR PURCHASING SUGAR

Users collect Sugar (Sweet’s loyalty reward unit) in their User Account by performing social and other actions (“User Actions”) for Brands or Sweet or as a reward for participation in Platform or Brand programs including, but not limited to VIP membership or purchasing content. Brands and Sweet may set limits and maximums on the number of actions per User Account per period of time for receiving Sugar.

Users can acquire additional Sugar directly from Sweet on the Platform at the price posted to use for Platform features that require Sugar or for attaining a Reward on the Platform which requires more Sugar than the amount presently in the User’s Sweet Account.
Sweet may also in its discretion give Sugar out of its inventory to Users, Brands, partners, affiliates, team members or others for use on the Platform. The receipt or purchase of Sugar shall not provide the recipient with rights of any kind other than for its intended use on the Platform in redemption of Rewards or for use in Services including not providing any rights with respect to Sweet or Brands or their respective revenues or assets, intellectual property or other financial, ownership, or legal rights. Sugar which has been earned or purchased by a User is accessible by the User from their User Account on the Platform.

USING SUGAR AND ACCESSING REWARDS ON THE PLATFORM

Users can redeem Sugar towards Rewards offered on the Platform by Sweet or Brands and also for other features on the Platform. Brands may offer various Rewards that are not typical services provided by the Brands. Rewards may be one-off or unique prizes, without an established fair market value,which may not be otherwise available in the broad market, outside of the Sweet Platform or as a service by the Brand. A decision by a Brand to offer a Brand Reward, the quantity and the value is at the discretion of the Brand. Likewise, the decision to redeem Sugar towards a Reward or on the Platform is at the discretion of the User. Sugar received from one Brand or Sweet may be used on the Platform to redeem for Rewards offered by that Brand or for Rewards offered by other Brands or Sweet.

Brand Rewards are subject to availability and Brands reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue Rewards without notice, even if a User has already placed an order in which case the User will be refunded. The inclusion of a Reward on the Platform at a particular time does not imply or warrant that such Reward will be available at all times.

It is possible that Reward information may contain errors, inaccuracies, or omissions. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, SWEET, BRANDS AND OUR AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL LIABILITY ARISING FROM OR RELATING IN ANY WAY TO ANY AND ALL REWARDS. EXCEPT AS SPECIFICALLY SET FORTH IN WRITING, SWEET, BRANDS AND OUR AFFILIATES EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY AND EVERY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY AND ALL REWARDS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. Notwithstanding anything to the contrary, the respective Brand, not Sweet, is responsible for the Brand Rewards that they post and for resolving complaints related to Brand Rewards or any harm caused or related to fulfillment or information errors. To correct, repair or replace defective Brand Rewards, Users must communicate with the specific Brand. Users agree that their sole and exclusive remedy for defective Brand Rewards lies with the specific Brand and not Sweet. Notwithstanding anything to the contrary, Users agree that their sole and exclusive remedy for defective or non-delivered Rewards is a refund up to a maximum of the amount spent by the User towards the Reward.

There is currently no market for the re-sale or exchange of Sugar and the only current use for Sugar is for use on the Platform, to be awarded to Users of the platform for performing User Actions or other activities and for use in the Rewards Marketplace or for other Platform benefits.
Sugar may be subdivided and used in fractions. The value of Sugar on the Platform at the time of the User Action or redemption is used to determine the amount of Sugar Users receive for User Actions or the amount of Sugar needed to attain Rewards. The value of Sugar on the Platform for User Actions or Reward Redemptions has been arbitrarily set at 1 cent USD per Sugar. When purchasing Sugar, the price will be posted at the time of sale.

FEES AND TAXES
Sweet shall also be entitled to recoup or pass on any third-party transaction fees (including but not limited to debit card, credit card, PayPal fees) and to the extent applicable sales tax amounts incurred from your use of the Platform.In addition, Sweet collects a nominal internal accounting and processing fee “Processing Fee” of two and one-half tenths of one percent (0.25%) per transaction when Brands allocate or award Sugar to Users for actions or from Brands when a User redeems Sugar for a Reward. Sweet reserves the right to modify any such Processing Fees as may be necessary.
You are responsible for compliance with any tax obligations arising from your use of the Platform, Sugar and Rewards and are advised to consult with a tax advisor regarding your specific state, local, federal requirements for your jurisdiction or country. We shall bear no liability or responsibility with respect to any non-Sweet tax obligation. Sweet reserves the right in its absolute and sole discretion if Sweet deems it is within Sweet’s obligation for compliance with laws to issue you tax forms or disclosures, including but not limited to, Form 1099’s and also to require that you complete any such additional information as may be required for Sweet to comply with governmental requirements. In the event you fail to complete such information in a timely fashion, upon request to do so by Sweet, then Sweet may Suspend Earnings on your Account in accordance with the policy described in the section entitled Account Suspensions and Termination. You agree to indemnify, defend and hold Sweet, Brands and Affiliates and its and their respective officers, directors, employees, agents, licensors, representatives, advertisers, service providers and suppliers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys’ fees), resulting from your failure to provide required documentation or pay any appropriate taxes to the proper governmental authorities.

OWNERSHIP AND PROPRIETARY RIGHTS
© 2019 SocialSweet, Inc. dba Sweet – All Rights Reserved.
You agree and acknowledge that Sweet owns all right, title and interest in and to the Platform, including, without limitation, any and all code, algorithms, analytics or metrics derived from performing Services (“Sweet IP”), and that no licenses or other rights to the Sweet IP are granted to you by this Terms of Use or otherwise. Unless otherwise authorized by Sweet, you shall not sublicense, distribute, transfer, copy, reproduce, download, modify or timeshare the Sweet IP or any portion thereof, or use the Sweet IP as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. You shall not prepare any derivative work based on the Sweet IP, nor shall you translate, reverse engineer, decompile or disassemble the Sweet IP. The Platform, including all content, media, web applications, mobile applications, materials, intellectual property, design, text, images, photographs, illustrations, audio and video material, media files, artwork, graphic material, articles, databases, proprietary information, writings, music, animations, videos, sound recordings, voices, computer graphics and visual effects, as well as any accompanying documentation or other written materials, tangible or intangible, and all copyrightable or otherwise legally protectable elements of the Platform, including, without limitation, the selection, sequence and ‘look and feel’ and arrangement of items, and all derivative works, translations, adaptations or variations of same, regardless of the medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, (all of the foregoing, individually and/or collectively, is referred to herein as “Content”), are the property of Sweet and/or where applicable the participating Brands. All Sweet IP and Content on the Platform is legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, regulations and treaties. As such, you should assume that all Sweet IP and Content contained in the Platform is either: the copyrighted property of Sweet, unless otherwise noted, or the copyrighted property of third parties.

The names, logos, trade names, trademarks, service marks and other distinctive identifications on or off the Platform, including, without limitation, SWEET and / or our stylized logo, and the name of our Platform rewards program SUGAR, and / our stylized token logo: (among others) (collectively “Marks”) are the trademarks and intellectual property of and are proprietary to Sweet. In addition, the Brands may have their own trademarks and logos. You have no right to use any of our Marks or those of the Brands, or any confusingly similar marks thereto, for any purpose without the express, prior, written consent of SocialSweet Inc. or the respective Brands.

LICENSE AND SITE ACCESS
Sweet authorizes you to access Content and grants you a limited, revocable right and license to use the Platform solely for your non-exclusive, non-assignable, non-sublicensable, non-transferable and limited use and for no other purpose whatsoever. Sweet presumes that if you permit your minor child to go online and access your Account, or if you establish a User Account for any minor child, then such minor child has your approval and express permission to have independent access to the Platform or any other subpage on the Platform. You understand and agree that if you do not wish your minor child to have independent access to the Platform, it is your duty to make sure that you do not give your minor child the User ID to a User Account or establish a User Account for them. Remember, even if a minor child has a User ID and password, you can change it.

As an express condition of your use of the Platform, you represent and warrant to us that you shall not use the Platform for any unlawful purpose or purpose prohibited by this Terms of Use or the laws or regulations in the jurisdiction in which you live or reside or where you may engage in any activity with the Platform. Any violation of any of the above representations and warranties, including use in contravention of this Terms of Use, may subject you to civil liability, criminal prosecution, termination of your User account and all associated benefits as provided herein. . If you violate any part of this Terms of Use, then your license to use the Services may be terminated by Sweet in its sole and absolute discretion. Sweet makes no representation that any Services are legal or appropriate for use outside of the United States of America or that any Services may be exported from the United States of America or for import into any foreign country. You are solely responsible for complying with all import and export laws and regulations and all applicable laws of any jurisdiction inside and outside of the United States of America from which you may access the Platform, including without limitation such laws governing rewards, offers, sweepstakes, gift cards, coupons and gift certificates with expiration dates that are associated with any offer or Reward.

ACCOUNT SUSPENSIONS AND TERMINATION
In the event that a User is deemed to be or have been non-compliant with the Terms of Use, Sweet reserves the right in its sole discretion to Suspend Earnings, Suspend Transactions, Suspend Access and subsequently Terminate their User Account as provided herein.
If Sweet elects to “Suspend Earnings” on a User Account, then for the duration of the suspension User will not earn any Sugar for User Actions taken for one or more specific Brands or all Brands or for any other activity on the Platform (“Suspended Actions”), as determined by Sweet at its sole discretion. User will be able to continue to use the Platform to complete actions that are not Suspended Actions and to access their User Account to redeem rewards, manage account options and access other features. If and when the Suspension is removed, there will be no retroactive compensation provided to User for any Suspended Actions or other activities. Sweet will notify User that we Suspended Earnings on their User Account via their designated email address and/or other contact options provided by User and User can contact us through our normal support options to investigate and if possible, resolve the Suspension.
If we “Suspend Transactions” on a User Account then all the restrictions and provisions of Suspend Earnings will apply and, additionally, User will be unable to complete any action that results in Sugar used on the Platform. User may be able to access their User Account and take other actions such as checking their Sweet Account balance or managing their User profile and data privacy settings. Sweet will notify User that we Suspended Transactions on their User Account via their designated email address and/or other contact options provided by User and User can contact us through our normal support options to investigate and if possible, resolve the suspension.
If we “Suspend Access” to a User Account, then User will be fully blocked from accessing their User Account and all the restrictions and provisions of Suspend Earnings and Suspend Transactions will also apply. Sweet will notify User that we Suspended Access on their User Account via their designated email address and/or other contact options provided by User and User can contact us through our normal support options to investigate and if possible, resolve the Suspension. If the suspension remains unresolved, a second notice will be sent 30 days after we Suspend Access, informing User that their User Account is pending termination. If your User Account access remains suspended for more than 180 days, then we may Terminate the User Account.
If we Terminate a User Account, we will permanently close the account and Sugar held in User’s Sweet Account at such time shall be held for the User until processed as pursuant to local, State or Federal laws in Sweet’s sole and absolute discretion based on facts in each instance and may include forfeiture of Sugar as pursuant to local, State or Federal laws.. No compensation will be provided to User for forfeit Sugar.
In addition, User is deemed by Sweet to have an “Abandoned User Account” if they do not login to their account at least one time in any given twenty-four-month period. If User’s account becomes an Abandoned User Account, then Sweet will attempt to notify the User via email and/or other contact options provided by User. If the User does not login to their account at least one time within the subsequent twelve-month period, the User Account may be Terminated, and Sugar held in User’s Sweet Account may become subject to forfeiture as pursuant to local, State or Federal laws.

PROCEDURE FOR MAKING COPYRIGHT INFRINGEMENT CLAIMS
We respect the intellectual property of others, and we ask you to do the same. Accordingly, Sweet has adopted the following Copyright Compliance Policy. If you or any user of the Platform believes its copyrights have been infringed, the copyright owner (“Complaining Party”) should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:
a. A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;
b. Identification of the copyrights claimed to have been infringed;
c. Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;
d. Identification of the material that is claimed to be infringing or to be subject to infringing activity on the Complaining Party’s copyrights that is to be removed and information reasonably sufficient to permit us to locate such materials;
e. A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and
f. A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive copyright that is allegedly infringed.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (“DMCA”), our Designated Agent for notice of claims of copyright infringement can be reached as indicated below.

Designated Agent for Claimed Infringement:

SocialSweet Inc
Attention DMCA Notice
Email: dmca@sweet.io
Fax: 1-212-658-9144

Once notice is received, we will act expeditiously to review and if necessary to remove content on the Platform that infringes the copyrights of others and may disable the access to the Platform and its Services of anyone who uses them to repeatedly infringe the copyrights of others. We are not liable for any such removal and the claims of the Complaining Party may be referred to the United States Copyright Office for adjudication as provided in the DMCA. We take the protection of copyrights, both our own and others, very seriously.

DATA, EMAIL AND MOBILE PHONE NUMBERS
You understand that by creating an Account or otherwise using the Platform, we may collect, use and share information about you, including information that can personally identify you. Our collection, use, sharing and management of your data is governed by our Privacy Policy published at sweet.io/privacy and may be updated by us from time to time as described therein.

SOCIAL MEDIA INTEGRATION AND POSTINGS

In order to use all the features of the Platform and for Sweet to capture the completion of tasks performed on third party social media sites, Sweet may ask you to Open Authorize (‘OAuth’) your social media accounts with your Account on the Platform. By OAuth-ing your social media accounts, you are giving the Platform certain permissions to access data about you, and also access your social media accounts for purposes such as, but not limited to, posting, liking, sharing, and commenting, directly through the Platform. Sweet does not post content that you have not provided, or edit posts that are made through the Platform directly to social media sites. Sweet does reserve the right in our discretion to add any promotion or advertising disclaimer to an action taken if deemed necessary to comply with regulations for posting in certain types of actions. All posts on third party social media sites are governed by the respective third party and you are solely responsible for following their terms of use. Your posting on third party social media sites is entirely at your own risk.

The Platform does not represent or guarantee the truthfulness, accuracy, timeliness or reliability of your postings. SWEET ASSUMES NO DUTY TO MONITOR YOUR POSTINGS. SWEET DOES NOT REPRESENT OR GUARANTEE THE TRUTHFULNESS, ACCURACY OR RELIABILITY OF SUCH POSTINGS OR THAT SUCH POSTINGS COMPLY WITH THE TERMS OR CONDITIONS OF THIS TERMS OF USE, THE TERMS OF USE OF THE THIRD PARTY SOCIAL MEDIA SITE OR THE LAWS, REGULATIONS, RULES OR OTHER GOVERNMENTAL REQUIREMENTS OF THE JURISDICTION IN WHICH YOU LIVE OR RESIDE. YOU SHOULD NEVER RELY UPON ANY POSTING AS NECESSARILY BEING TRUE, ACCURATE GENUINE OR LAWFUL.
You understand, acknowledge and agree that postings originating from any User ID are the sole responsibility of the individual associated with that User ID. THIS MEANS THAT YOU (AND NOT US, BRANDS, THE PLATFORM OR THE THIRD PARTY SOCIAL MEDIA SITE) ARE ENTIRELY RESPONSIBLE FOR THE CONSEQUENCES OF ALL POSTINGS ON THE PLATFORM OR THIRD PARTY SOCIAL MEDIA SITES ORIGINATING FROM YOUR USER ID. User postings do not reflect the views of Sweet, Brands or any Affiliates. In no event shall Sweet, Brands or any Affiliates have or be construed to have any responsibility or liability for or in connection with any User posting whatsoever; provided, however, if we determine, in our sole and absolute discretion and judgment, that any posting does or may violate any of the terms of this Terms of Use, we reserve the right, at any time and without limiting any and all other rights we may have under this Terms of Use, at law or in equity, to: (a) refuse to allow you to post; (b) notify the third party social media site, or (c) use any technological, legal, operational or other means available to us to enforce the provisions of this Terms of Use, including, without limitation, Suspending Access or Terminating your Account on Sweet.
If a posting originates from you or your User ID, you hereby: (a) represent and warrant that (i) the posting is original to you or fully cleared for use by the copyright owner as contemplated herein, (ii) the posting does not and will not, in any way, violate or breach any of the terms of this Terms of Use or any other Third Party platform, (iii) the posting does not contain libelous, tortious, or otherwise unlawful information, infringe or violate any copyright or other personal right, or contain any matter the publication or sale of which will violate any law, regulation or other governmental requirement or restriction, (iv) the posting does not contain content which would be deemed unlawful or restricted by law, and (v) the posting shall not be damaging or injurious to Sweet, Brands any Affiliates or any User. In addition, if your posting incorporates the name, logo, brand, service or trademark, voice, likeness or image of any person, firm or enterprise, you specifically represent and warrant that you have the right to make such posting.
RULES OF CONDUCT FOR POSTING
Your use of the Platform is subject to all applicable local, state, national laws, rules and regulations and, in some cases, international treaties. You are solely responsible for all of your postings on third party social media, and all other activities, acts and omissions that occur in, from, through or under your User ID. You agree to abide by these Rules of Conduct. You shall not use, allow, encourage or enable others to use, or knowingly condone the use of the Platform in any manner that is, attempts to, or is likely to:
* be libelous, defamatory, bullying, or harmful in any way that is deemed unlawful or restricted by law;
* use the Platform in any manner that could interfere with, disrupt, or inhibit others from fully enjoying the Platform, or that could damage, disable, overburden or impair the functioning of the Platform in any manner;
* send junk email chain letters, duplicative or unsolicited messages or transmissions deemed “spamming” or “phishing”;
* transmit, distribute or upload programs or material that contain malicious code, such as viruses, time bombs, cancel-bots, worms, Trojan horses, spyware, or other potentially harmful programs or other material or information;
* use any deep-link, page-scrape, robot, crawl, index, spider, offline reader, macro programs, internet agent, or other automatic device, program, algorithm or methodology which does the same thing, to use, access, generate impressions, input information, or generate postings on social media sites;
* forge any TCP/IP packet header or part of the header information in any email or message, forum, tweet, comment or other social media posting for any reason or otherwise provide false or misleading information to Sweet;
* use the Platform or Sugar for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates this Terms of Use or violates any laws, regulations (including, without limitation, laws regarding the transmission of technical data or software exported from the United States of America), judicial or governmental order, any appropriate treaties or violates or infringes upon any intellectual property rights, rights of publicity or privacy, or any other rights of Sweet, Brands, Affiliates or of any other person, firm or enterprise or to use the Platform to carry out any illegal activities, including, but not limited to, money laundering, terrorist financing or deliberately engaging in or encouraging others to engage in such activities;
* gain unauthorized access to the Platform or parts of the site not authorized for your use or attempt to use another’s Account without proper authorization, or to use the Platform in any manner which violates or is inconsistent with the terms and conditions of this Terms of Use; or
* modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of the Platform or reverse engineer any aspect of the Platform, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any Content, area or code of the Platform.

You agree to indemnify, defend and hold Sweet, Brands and Affiliates and its and their respective officers, directors, employees, agents, licensors, representatives, advertisers, service providers, suppliers and Brands or other Users harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys’ fees), resulting from any breach or violation of this Terms of Use by you, or resulting from your social media postings or any content you provide, submit or make available on or through the Platform or your unauthorized use of any Content. Sweet reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim, defense or action and all negotiations for settlement or compromise, and you agree to fully cooperate with Sweet in the defense of any such claim, action, settlement or compromise negotiations, as requested by Sweet.
DISCLAIMER AND LIMITATIONS OF LIABILITY
THE PLATFORM AND ALL SERVICES, REWARDS AND CONTENT THEREON ARE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE PLATFORM WILL BE AVAILABLE FOR USE, OR THAT ALL SERVICES, REWARDS, FEATURES, FUNCTIONS OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. Without limiting the foregoing, neither Sweet, Brands nor any Affiliates, suppliers or collaborators are responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Platform. You understand, acknowledge and agree that you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all Services, features and functions of the Platform.
While Sweet strives to keep the Platform operating 24/7/365, Sweet cannot guarantee continuous service and access to the Platform without interruption or delay. It also is expected that occasional planned outages will be required to maintain and enhance the Platform. These updates and releases are done in the interest of improving the Sweet Platform functionality for the Brand and experience for the User. Sweet will take reasonable commercial efforts to minimize any downtime. If the Platform is unreachable then you will not be able to access the Platform to perform actions or access or use your Sugar on the Platform while the Platform is not available. You may also not have access to your Account due to a violation of the Terms of Use resulting in an Earning, Transaction or Account Access Suspension or Account Termination. You indemnify Sweet against any losses associated with an inability to use or access the Platform based on such system unavailability or limitation of access or functionality.
In some cases, Sweet integrates directly with third parties, including but not limited to, online merchant platforms, mailing list platforms, and social media platforms (“Third Party APIs”). You acknowledge that Sweet has no control over the uptime and functionality made available through Third Party APIs and as such certain aspects of the platform could incur an outage outside of Sweet’s control, and certain aspects of the Platform’s functionality could be impacted by changes of features made available through Third Party APIs.
You understand that Sweet shall not be liable to you or any third party for any claims or damages which may be suffered by you or any third party, including, but not limited to, losses or damages of any and every nature, resulting from the inability to access the Internet, inability to access the Platform, or inability to transmit or receive information, caused by, or resulting from, delays, non-deliveries, or service interruptions whether or not caused by the fault or negligence of Sweet.
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE PLATFORM, SWEET BRANDS OR, ANY AFFILIATES, OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OPERATIONAL SERVICE PROVIDERS, ADVERTISERS, OR SUPPLIERS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE PLATFORM OR FROM THIS TERMS OF USE, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. These exclusions apply regardless of the theory of liability, or whether related to your use or inability to use the Platform, or otherwise. These exclusions apply even if either party has been advised of the possibility of such damages. To the maximum extent allowed by law, the maximum liability of Sweet (which includes, collectively, its Affiliates, officers, directors, employees, agents, suppliers and licensors) to you shall not exceed five hundred dollars ($500.00). This limitation of liability applies whether the claims are contract, tort (including negligence), or otherwise. This limitation of liability for the Platform is in the aggregate and not per incident. Neither party may bring a claim under this Terms of Use more than twelve (12) months after the event that creates the action or claim. Some jurisdictions do not allow for the limitations on damages and remedies. For that reason, some of the limitations described above may not apply to you.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY SWEET OR BRANDS, REWARDS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. SWEET AND BRANDS DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO ANY REWARDS CONTAINED ON THE PLATFORM. SWEET DOES NOT REPRESENT OR WARRANT THAT REWARDS ON THE PLATFORM ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. SWEET WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN – OR TAKEN IN RELIANCE – ON MATERIAL OR INFORMATION, CONTAINED ON THE PLATFORM DESCRIBING REWARDS. WHILE SWEET ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE PLATFORM SAFE, SWEET CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD FROM THE PLATFORM. SWEET CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
SWEET WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND WE ACCEPT NO RESPONSIBILITY FOR AND WILL NOT BE LIABLE TO YOU FOR ANY USE OF THE PLATFORM OR SUGAR, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) YOUR ERRORS SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS TO APPLICATIONS; (D) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM. NOTHING IN THIS TERMS OF USE EXCLUDES OR LIMITS LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUDULENT MISREPRESENTATION OR ANY OTHER LIABILITY, WHICH MAY NOT OTHERWISE BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT SUGAR IS AN INTANGIBLE DIGITAL ASSET. SUGAR EXISTS ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED BY SWEET IN ITS LEDGER ON ITS COMPUTER NETWORK.

ADS AND MALWARE

We take great care and pride in creating the Platform. We are always on the lookout for technical glitches that affect how the Platform works. When we find them on our end, we will make reasonable efforts to fix them. Unfortunately, your computer may cause some glitches that affect how you see the Platform — and that is totally beyond our control.

If you experience any unusual behavior, content or ads on the Platform, it may be the result of Malware on your computer. Malware — short for ‘Malicious Software’ — is a term used to broadly classify a form of software which is installed in a computer system with malicious intentions, usually without the owner’s knowledge or permission. Malware includes computer viruses, keyloggers, malicious active content, rogue programs and dialers, among others. While we continuously work closely with our partners to ensure that everything on the Platform is working properly, sometimes Malware programs on your personal computer or devices may interfere with your experience on the Platform and on other sites that you visit. If you do discover any Malware on your system, we suggest you speak with a qualified computer technician. If you even suspect that there is any kind of Malware on the Platform or servers, please use the Contact Us and notify us immediately.

INTERNATIONAL USE
Although the Platform may be accessible worldwide, we make no representation that materials thereon are lawful, appropriate or available for use in locations outside the United States of America, and accessing them from territories where its content or your participation on the Platform is illegal is strictly prohibited. Those who choose to access the Platform from other locations outside the United States of America do so on their own initiative and are solely responsible for compliance with all local laws including but not limited to tax and securities laws. Any offer for any Reward, Service, and/or information made in connection with the Platform is void where prohibited.

INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Sweet, Brands, and any respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, Affiliates, representatives, predecessors, successors and assigns (individually and collectively, the “Indemnified Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, reasonable attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Platform, Rewards, Content or Sugar, (b) any Feedback you provide, (c) your violation of this Terms of Use, and (d) your violation of the rights of another, including without limitation the terms of use of third party social media sites. You agree to promptly notify Sweet of any third-party Claims and cooperate with the Indemnified Parties in defending such Claims. You further agree that the Indemnified Parties shall have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written Terms of Use between you and Sweet.
DISPUTE RESOLUTION

You and Sweet shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with this Terms of Use, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a “Dispute”). If you and Sweet are unable to resolve a Dispute within ninety (90) days of notice of such Dispute being received by both parties, such Dispute shall be finally settled by Binding Arbitration as defined below.

Any Dispute not resolved within ninety (“90”) days as set forth above shall be referred to and finally resolved by arbitration under the rules of the American Arbitration Association in effect at the time of the arbitration, except as they may be modified herein or by mutual Terms of Use of the parties. The number of arbitrators shall be one who shall be selected by Sweet. The seat, or legal place, of arbitration shall be New York City. The language to be used in the arbitral proceedings shall be English. The governing law of the Terms of Use shall be the substantive laws of the State of New York, USA applicable to contracts made, executed and wholly performed in that State. A printed version of this Terms of Use and of any notice given in electronic form shall be admissible in arbitral proceedings based upon or relating to this Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The arbitration award shall be final and binding on the parties (“Binding Arbitration”). The parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. You and Sweet shall be responsible for their respective attorneys’ fees and expenses.

Any Dispute arising out of or related to this Terms of Use is personal to you and Sweet and shall not be brought as a class arbitration, class action or any other type of representative proceeding. There shall be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

MISCELLANEOUS TERMS

This Terms of Service cannot be modified, changed or terminated by you, except as specifically described herein. No waiver of any breach of the Terms of Use, no matter how long continuing or how often repeated will be deemed a waiver of any subsequent breach, nor shall any delay or omission to exercise any right, power, or privilege hereunder be deemed a waiver of such right, power, or privilege. If any section of these Terms of Use is held to be unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining paragraphs shall not be affected by such holding. The meaning of that section shall be construed to the extent feasible to render the section enforceable and to give effect to the Parties’ intentions as reflected in the section. If no feasible interpretation would save such section, it is to be severed from the remainder of these Terms of Use, which are to remain in full force and effect.

The Terms of Use constitutes the entire agreement with you and us with respect to the subject matter set forth herein. You agree that we may assign these Terms of Use without prior notice to a successor entity in the event of a merger, acquisition, or sale of all or part of our business wherein such successor shall assume the rights and obligations herein.

The section headings and subheadings contained in these Terms of Service are included for convenience only and shall not limit or otherwise affect these Terms of Service. Where text requires, words in the singular shall be deemed to include the plural and vice-versa, and words of any gender shall be deemed to include all genders. Any provision of the Terms of Use which must survive in order to allow us to enforce its meaning shall survive termination of this Terms of Use; provided, however, no action arising out of this Terms of Use or your use of the Platform, regardless of form or the basis of the claim, may be brought by you more than twelve (12) months after the cause of action has arisen (or if multiple causes, from the date the first such cause of action arose).

Except as specifically provided herein, Sweet is an independent contractor and shall not be deemed for any purpose to be an employee of the Brand or User. Sweet shall not be responsible to the Brand, User or any other governing body for any payroll-related taxes related to the performance of the Services, including but not limited to, withholding or other taxes related to federal or state income tax, social security benefits or unemployment compensation. Except as specifically provided in this paragraph, neither party is an agent, representative or partner of the other party and this Terms of Use shall not be interpreted or construed to create an employment relationship, an association, agency, joint venture or partnership between the Sweet, the Brand or the User or to impose any liability attributable to such a relationship upon either of them. No party shall have the right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability on behalf of, or to otherwise bind, the other party.

This Terms of Use and your use of the Platform shall be governed by, construed and enforced in accordance with the substantive laws of the State of Delaware, USA applicable to contracts made, executed and wholly performed in that State without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction. To the extent it may be applicable, you agree to opt out from and expressly exclude any applicability of any states version of the Uniform Computer Information Transactions Act.

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