These SIM Digital Solution Terms and Conditions (these "Terms") are entered into by and between SIM Digital Solution LLC ("SIM Digital Solution" or "we") and the entity that accepts these Terms electronically ("Customer" or "you").

You agree that by clicking "I ACCEPT" or by registering, accessing, and/or using the Platform (described below), you are agreeing to enter into a legally binding contract with SIM Digital Solution (even if you are accessing the Platform on behalf of a company or a client). If you do not agree to these Terms, do not click "I ACCEPT" and do not access or otherwise use the Platform.

If you are an agency entering into these Terms on behalf of a client, you represent and warrant that you have the right and authority to enter these Terms on behalf of your client and bind your client to these Terms. In such event, all references to "Customer" or "you" will also apply to your client.

The Platform
These Terms apply to "Social Incentive Marketing" or "SIM," which provides Customers with the technology and methodology through the SIM Digital Solution platform ("Platform") to provide social media users with discounts, awards, and other incentives that are tied to non-fungible tokens ("NFTs") in return for engaging in social media activity. Unless otherwise indicated, the term "Platform" also includes all modifications and improvements to the Platform.

Suku Terms
The Suku Labs, Inc. ("Suku") Terms of Service and Privacy Policy (which can be found at https://www.suku.world/terms-of-service-labs and https://suku.world/privacy-policy-labs) (collectively, the "Suku Terms") are incorporated herein by reference and made a part of these Terms, and by registering, accessing and/or using the Platform, you agree that you are bound by and agree to the Suku Terms. Suku reserves the right to enforce the Suku Terms and nothing herein shall act to prohibit, bar, or interfere with such enforcement and in no event act as a breach of these Terms. To the extent there is a conflict between the terms of these Terms and the Suku Terms, the Suku Terms shall control.Changes to TermsWe may modify these Terms from time to time, and Suku may modify the Suku Terms from time to time in accordance with the terms of the Suku Terms. If we make material changes to the Terms, we will provide you notice through our Platform, or by other means, to provide you the opportunity to review the changes before they become effective. If you object to any changes, you may stop using the Platform. Your continued use of our Platform after we publish or send a notice about our changes to these Terms means that you are consenting to the updated Terms as of their effective date.

Authorized Users

The Platform may be accessed solely by you or your employees or personnel who are explicitly authorized by you to use the Platform (each, an "Authorized User"). Only Authorized Users may access or use the Platform. Any references to "you" in these Terms will also apply to your Authorized Users.Your AccountEach Authorized User must keep their Account login credentials confidential, and you must promptly notify SIM Digital Solution upon becoming aware of any unauthorized access to or use of the Platform. You are responsible for any actions or use of the Platform by your Authorized Users and/or under your Authorized Users’ Account login credentials.

You agree that you and your Authorized Users will comply with all federal, state, local, and international laws, regulations, rules, and conventions ("Laws") in relation to their activities with respect to your Account and under these Terms.

Privacy

Your use of the Platform is subject to our Privacy Policy, which is available at https://socialincentivemarketing.com/privacy-policy/.Order FormsFrom time to time, the parties may execute order forms ("Order Forms") under which SIM Digital Solution will allow you to access the Platform to engage in SIM campaigns (each a "SIM Campaign") with social media users (each a "Social Media User").

The Order Forms will specify the fees ("Fees") applicable for each SIM Campaign and the number of NFTs purchased in connection with each SIM Campaign. SIM Digital Solution will not be bound by additional conditions or instructions printed or appearing on Order Forms submitted by or on behalf of you, and in the event of any conflict or inconsistency between any Order Form and these Terms, these Terms will control, except to the extent such duly executed Order Form expressly supersedes or amends a specifically referenced section of these Terms.

SIM Campaigns
In order to launch a SIM Campaign, you will be required to input into the Platform certain information about your SIM Campaign, including: (i) data, content, logos, text, videos, photos, audio, and other materials and information, including, but not limited to, any Offer Terms (as defined below) (collectively, "Customer Content"), to be posted with the applicable SIM Campaign (each, a "Post"); (ii) the activities by Social Media Users that will be tracked in accordance with the SIM Campaign, including shares, likes, reposts, comments, or other interactions (each, a "User Action"); (iii) the total number of NFTs to be provided to Social Media Users in exchange for User Actions; and (iv) the specific consumer incentives and similar offers tied to the NFTs, which will be redeemable for various rewards, discounts, coupons, sweepstakes entries, incentives, premiums, or other benefits to be specified by you (each an "Offer"). You are solely responsible for all Customer Content, including all data, information, and/or materials, that you provide and/or upload to the Platform in connection with each SIM Campaign, including ensuring that it is accurate and in compliance with all Laws.

All NFTs will be minted and distributed through an NFT wallet known as the "Suku Wallet," and Social Media Users will be required to establish Suku Wallets in order to receive NFTs and redeem offers. Notwithstanding anything to the contrary herein, under no circumstances shall SIM Digital Solution be responsible to Customer, any Social Media User, and/or any other person or entity with respect to the use of the Suku Wallet. All use of the Suku Wallet by Social Media Users shall be subject to all terms and conditions, privacy policies, and user agreements associated with Suku Wallet.

Use of the Platform and Limits
Subject to the other terms in this Section, SIM Digital Solution grants you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to use the Platform for the sole purpose of executing SIM Campaigns in accordance with these Terms. You may only use the Platform in accordance with these Terms and any documentation provided to you in connection with the operation of the Platform. SIM Digital Solution may modify, update, or discontinue the Platform or any feature thereof at any time, in its discretion. After the effective date of such update, SIM Digital Solution will bear no obligation to run, provide, or support legacy versions of the Platform.

The Platform is provided to you on a non-exclusive basis. You acknowledge and agree that the Platform may host SIM Campaigns for third parties who are competitive with Customer or its clients and acknowledge and agree that nothing herein shall prohibit SIM Digital Solution from engaging in the foregoing activities, including with the use of SIM and the Platform.

You will not, and will not allow any person, including, but not limited to, any Authorized Users to, directly or indirectly: (i) provide access to, sell, distribute, license (or sublicense), lease, assign, transfer, or share the Platform or your rights under this these Terms with any third party (other than as explicitly authorized herein); (ii) disassemble, decompile, reverse engineer, or seek access to the Platform’s source code, non-public APIs or underlying algorithms, except to the extent expressly permitted by Law (and then only with prior notice to SIM Digital Solution); (iii) use the Platform to develop a competing product or service or in a manner that violates or infringes any rights of any third party; (iv) copy, modify, create derivative works of, or distribute any element of the Platform (including by incorporation into your own products); (v) export, make available or use the Platform in any manner prohibited by Law; (vi) disclose the results of any testing or benchmarking of the Platform to any third party; (vii) remove, obscure, or alter any trademark, proprietary or other notices in or related to the Platform; and/or (viii) use the Platform (a) in violation of these Terms; (b) to infringe on, violate, dilute or misappropriate the intellectual property rights of any third party or any rights of publicity or privacy; and/or (c) to violate any applicable Law.

Your Obligations
You shall be solely responsible for all Customer Content, including ensuring that it is accurate and in compliance with all Laws.

You shall be solely responsible for the placement of the Posts, including by ensuring that the Posts are made in an accessible and usable format as necessary for Social Media Users to interact with the same.

You shall be solely responsible for all aspects of the Offers, including without limitation the specific benefits to be provided in conjunction with the Offer, the method of redemption of the Offer, the fulfillment of the Offer and any benefits, rewards or prizes associated with the Offer, the products and/or services made available in connection with the Offer, the terms and rules that govern the Offer (including any abbreviated rules for any Posts or advertising) (collectively, "Offer Terms") and for compliance with all Laws with respect to the Offer and/or Offer Terms. You understand that, if and to the extent, SIM Digital Solution assists you with the drafting of any Offer Terms, you are and will be fully responsible for any such Offer Terms, including, but not limited to, ensuring that the Offer Terms are in compliance with all Laws and any applicable social media platform terms and conditions. SIM Digital Solution shall have no responsibility or liability whatsoever with respect to any Offer and/or Offer Terms, including, but not limited to, if SIM Digital Solution has reviewed and/or approved the Offer Terms (or any Pots or advertising in connection therewith) or drafted or assisted you in the creation of the Offer Terms and/or provided you with any templates, forms or samples in connection with such Offer Terms.

You agree to include in the Post any required disclosures and/or hashtags provided to you by SIM Digital Solution. You acknowledge and agree that, once SIM Digital Solution has approved a Post (each an "Approved Post"), you will not alter or modify an Approved Post and that you will post the Approved Post "as is" without any alteration or modification. You understand that altering or modifying an Approved Post (including, but not limited to, the removing of any disclosures or hashtags) could result in your SIM Campaign not functioning properly and you agree to be fully responsible and liable for the posting of any such unapproved Post.

To the extent that any SIM Campaigns link to any websites or digital properties of Customer, such websites or digital properties shall include a privacy policy governing Customer’s use of any consumer data collected by Customer that is in compliance with all Laws, and Customer shall comply with the terms and conditions of such privacy policy. Failure to continue to post a privacy policy or non-adherence to or non-compliance with such privacy policy is grounds for immediate termination of these Terms by SIM Digital Solution.

You shall cooperate with SIM Digital Solution in obtaining and providing information that SIM Digital Solution reasonably requests regarding contractual, IP ownership verification, KYC/AML, and other information relating to SIM Campaigns and your use of the Platform.

You will not take any action or make any statement or enter into any agreement that is inconsistent with these Terms. Further, you shall not make any representations or warranties regarding the Platform or SIM Campaigns that are inconsistent with or in addition to those contained in the Terms or other documentation.

PaymentYou agree to pay all Fees set out in the applicable Order Form for each SIM Campaign. The Fee shall be payable in advance of any SIM Campaign, and SIM Digital Solution will not mint any NFTs unless and until SIM Digital Solution has received the Fee from you. Amounts paid for NFTs are not refundable, and in no event shall you receive a refund for any NFTs that are not distributed to Social Media Users.

Further, SIM Digital Solution and Suku reserve the right to charge and collect additional costs and fees for overhead costs as provided in the Terms, for example for KYC, taxes, and reporting if, in SIM Digital Solution or Suku’s sole discretion, it becomes necessary or prudent to do so.

You shall pay all amounts due to SIM Digital Solution under these Terms or any duly-authorized Order Form by ACH (for U.S. transactions), wire transfer (for international transactions), and/or such other payment method authorized by SIM Digital Solution in writing.

You shall pay to SIM Digital Solution any sales and/or use taxes imposed in connection with each duly-authorized Order Form, but in no event shall you be required to pay any additional amount to SIM Digital Solution in connection with any taxes imposed on, or regarding, SIM Digital Solution’s income, revenues, gross receipts, personnel, or real or personal property, or other assets.

SIM Digital Solution shall have no responsibility or liability whatsoever with respect to any Offer and/or Offer Terms, including, but not limited to, if SIM Digital Solution has reviewed and/or approved the Offer Terms (or any Posts or advertising in connection therewith) or drafted or assisted you in the creation of the Offer Terms and/or provided you with any templates, forms, or samples in connection with such Offer Terms.

You agree to include in the Post any required disclosures and/or hashtags provided to you by SIM Digital Solution. You acknowledge and agree that, once SIM Digital Solution has approved a Post (each an "Approved Post"), you will not alter or modify an Approved Post and that you will post the Approved Post "as is" without any alteration or modification. You understand that altering or modifying an Approved Post (including, but not limited to, the removal of any disclosures or hashtags) could result in your SIM Campaign not functioning properly and you agree to be fully responsible and liable for posting any such unapproved Post.

To the extent that any SIM Campaigns link to any websites or digital properties of the Customer, such websites or digital properties shall include a privacy policy governing the Customer’s use of any consumer data collected by the Customer that is in compliance with all Laws, and the Customer shall comply with the terms and conditions of such privacy policy. Failure to continue to post a privacy policy or non-adherence to or non-compliance with such privacy policy is grounds for immediate termination of these Terms by SIM Digital Solution.

You shall cooperate with SIM Digital Solution in obtaining and providing information that SIM Digital Solution reasonably requests regarding contractual, IP ownership verification, KYC/AML, and other information relating to SIM Campaigns and your use of the Platform.

You will not take any action or make any statement or enter into any agreement that is inconsistent with these Terms. Further, you shall not make any representations or warranties regarding the Platform or SIM Campaigns that are inconsistent with or in addition to those contained in the Terms or other documentation.

Payment
You agree to pay all Fees set out in the applicable Order Form for each SIM Campaign. The Fee shall be payable in advance of any SIM Campaign, and SIM Digital Solution will not mint any NFTs unless and until SIM Digital Solution has received the Fee from you. Amounts paid for NFTs are not refundable, and in no event shall you receive a refund for any NFTs that are not distributed to Social Media Users.

Further, SIM Digital Solution and Suku reserve the right to charge and collect additional costs and fees for overhead costs as provided in the Terms, for example for KYC, taxes, and reporting if, in SIM Digital Solution’s or Suku’s sole discretion, it becomes necessary or prudent to do so.

You shall pay all amounts due to SIM Digital Solution under these Terms or any duly-authorized Order Form by ACH (for U.S. transactions), wire transfer (for international transactions), and/or such other payment method authorized by SIM Digital Solution in writing.

You shall pay to SIM Digital Solution any sales and/or use taxes imposed in connection with each duly-authorized Order Form, but in no event shall you be required to pay any additional amount to SIM Digital Solution in connection with any taxes imposed on, or regarding, SIM Digital Solution’s income, revenues, gross receipts, personnel, or real or personal property or other assets.

Intellectual Property Rights12.1 SIM Digital Solution’s Intellectual Property Rights. Notwithstanding any other provision included in these Terms, you confirm and acknowledge that all intellectual property rights in and to SIM, the Platform, the Usage Data (as defined below), and all proprietary research methods, software, analytic tools, and information of SIM Digital Solution and/or its third-party licensors (collectively, "SIM Digital Solution Property") shall remain the exclusive property of SIM Digital Solution and/or its licensors, and that you shall not acquire any rights or interests in such SIM Digital Solution Property including, without limitation, any developments or variations thereof. You acknowledge that the SIM Digital Solution Property is the proprietary and confidential information of SIM Digital Solution and its licensors and you agree to maintain the confidentiality of the SIM Digital Solution Property in accordance with these Terms.

12.2 Your Intellectual Property Rights. Notwithstanding any other provision in these Terms, you confirm and acknowledge that all intellectual property rights in and to any data or materials provided by you hereunder, including the Customer Content, Posts, Offers, and other input into the Platform by you and Authorized Users (the "Customer Property"), shall be governed by these Terms. For any Customer Property that you or your Authorized Users generate, upload, store, post, display, distribute, transmit, or exhibit in connection with the Platform and/or any SIM Campaign, you grant to SIM Digital Solution and its licensors (including Suku) a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable license to use such Customer Property in connection with its operation of the Platform. You acknowledge and agree that you are solely responsible for the Customer Property, and it shall be your sole responsibility to obtain any and all rights and permissions that may be needed from third parties for your use and/or SIM Digital Solution’s use of the Customer Property in connection with Platform, the SIM Campaign, or otherwise. You further acknowledge and agree that you are fully responsible for any Customer Property uploaded by you and/or your Authorized Users to the Platform and/or in connection with any SIM Campaign, including any errors in connection therewith, whether typographical, printing, seeding, or otherwise. SIM Digital Solution shall have no responsibility or liability whatsoever for the Customer Property, including, but not limited to, if SIM Digital Solution has reviewed and/or approved the Customer Property or assisted you in the creation of the Customer Property and/or provided you with any templates, forms, or samples in connection therewith. You acknowledge and agree that SIM Digital Solution may use the Customer Property received by SIM Digital Solution on an aggregate, anonymized basis, for its business purposes, including improving, optimizing, and enhancing the Platform. SIM Digital Solution will not be under any obligation to return the Customer Property upon termination or expiration of these Terms.

Further, you represent and warrant that you have all rights necessary to and hereby grant to SIM Digital Solution and Suku an irrevocable, perpetual, transferable, sublicensable (through multiple tiers), fully paid, royalty-free, and worldwide right and license to use, copy, store, modify, distribute, and display any Customer Property and your "User Content", as defined in the Suku Terms: (i) to maintain, improve, and provide the Platform and the Suku services incorporated therein (the "Suku Services"), (ii) to improve Suku’s and SIM Digital Solution’s products and services, (iii) for legal compliance, (iv) to create aggregated and de-identified information, and (v) to perform such other actions as described in these Terms or as authorized by you in connection with the Platform or a SIM Campaign.

12.3 Open Source Software. The Platform may incorporate software that is subject to terms that, as a condition of use, copying, modification, or redistribution, require such software and derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, or to be redistributed free of charge ("Open Source Software"). To the extent any Open Source Software license terms are inconsistent with these Terms, then such rights in the applicable Open Source Software license will take precedence over the rights granted in these Terms, but solely with respect to such Open Source Software. Any applicable Open Source Software license is solely between you and the applicable licensor of the Open Source Software and you shall comply with the applicable Open Source Software license.

12.4 Third Party Materials. The Platform may link to, make available, or provide third party products, services, websites, data, software, or source code, including without limitation third party websites or social media platforms, Open Source Software, and licensed data sources (collectively, "Third Party Materials"). SIM Digital Solution has no control over Third Party Materials. Accordingly, SIM Digital Solution is not responsible or liable for any Third Party Materials and makes no representation as to the accuracy, usefulness, safety, or intellectual property rights in or relating to such Third Party Materials. While SIM Digital Solution has no obligation to monitor Third Party Materials, SIM Digital Solution may remove or modify such Third Party Materials in its discretion, including without limitation to comply with any Laws. You agree to comply with all terms and conditions and privacy policies related to any Third Party Materials.

12.5 Beta Features. From time to time, SIM Digital Solution may make available to customers or its Users one or more proprietary, non-commercially available, hosted software applications, APIs, products, services, features, and/or functionalities on a beta testing basis ("Beta Features"). SIM Digital Solution may modify Beta Features at any time for any reason. SIM Digital Solution may terminate any Customer’s use of Beta Features in its discretion at any time, without liability to customer. Beta Features may be inoperable, inaccurate, or incomplete, and their features and performance information are SIM Digital Solution’s Confidential Information. You may choose to try such Beta Features in your sole discretion. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, SIM DIGITAL SOLUTION PROVIDES NO WARRANTY, INDEMNITY, OR SERVICE LEVEL AGREEMENT FOR BETA FEATURES.

12.6 Feedback. If SIM Digital Solution receives any feedback or suggestions regarding the Platform ("Feedback"), all rights in such Feedback will belong exclusively to SIM Digital Solution and will be considered SIM Digital Solution’s Confidential Information. You hereby irrevocably and unconditionally transfer and assign to SIM Digital Solution all rights you may have in such Feedback and waive any and all rights that you may have in such Feedback.

Confidentiality; DataEach party agrees to maintain the confidentiality of the other party's proprietary and confidential information which is marked or indicated at the time of disclosure or observation as being "Confidential" or "Proprietary," or which would be deemed by a reasonable person to be confidential or proprietary in nature, including, but not limited to, the terms of this Agreement and the Service ("Confidential Information") and not to disclose such information to any third party without the prior written consent of the disclosing party.

The confidentiality obligations set forth in Section 13 shall not apply to information that (i) is or becomes publicly known through no fault of the receiving party; (ii) is rightfully received by the receiving party from a third party without restriction on disclosure; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order, provided that the receiving party gives the disclosing party prompt notice of such requirement and cooperates with the disclosing party to limit the scope of disclosure.

Each party (and where applicable, any affiliate thereof) shall maintain the confidentiality of the other’s Confidential Information using at least the same efforts as it uses to maintain the confidentiality of its own Confidential Information, but no less than commercially reasonable and industry standard security measures. Each party shall make use of the Confidential Information of the other party only to the extent necessary to perform its obligations or exercise its rights hereunder and shall disclose such Confidential Information only to its employees or agents who have a need to know such information in order to aid in the performance of such party’s obligations and who are bound to confidentiality obligations no less restrictive than those contained in these Terms.

The receiving party shall reproduce the disclosing party’s proprietary rights notices on any copies containing Confidential Information in the same manner in which such notices were set forth in or on the original. The receiving party shall promptly notify the disclosing party of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of the disclosing party’s Confidential Information of which the receiving party becomes aware. Notwithstanding anything to the contrary in this Agreement, neither party shall be prevented from “need to know” basis disclosure to its own attorneys, auditors, tax preparers, and other professional advisors bound by confidentiality obligations at least as restrictive as those contained herein. Moreover, either party may disclose Confidential Information in accordance with a subpoena, request for production, or similar judicial or other governmental order, provided that, if possible, the party requested to disclose such information shall give the other party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent.

The confidentiality obligations set forth in this Section 13 shall survive until such time as all Confidential Information of the disclosing Party hereunder qualifies as any of the exceptions to Confidential Information set forth in this Section 13 through no wrongful action or inaction of the receiving Party.

Usage Data; Results

As between the parties, SIM Digital Solution owns and retains all right, title, and interest (including all intellectual property rights) in and to any materials, data, and information related to your use of the Platform and results of SIM Campaigns, including without limitation data regarding the number, identities, behavior, and demographics of social media users who complete User Actions (the "Usage Data"). SIM Digital Solution shall be entitled to make use of the Usage Data for any purpose it deems fit, including without limitation for the purpose of operating and improving the Platform. SIM Digital Solution may provide you with statistics or aggregated data regarding the performance of your SIM Campaigns that are derived from the Usage Data, but SIM Digital Solution will be under no obligation to share the Usage Data or any information relating to other customers with you. The Usage Data shall be deemed the SIM Digital Solution Property.Term,

Termination

These Terms shall continue in full force and effect during the period of time specified on the Order Form, unless earlier terminated in accordance with these Terms. Either party may terminate these Terms and/or a duly-authorized Order Form immediately upon written notice to the other party if the other party: (i) materially breaches these Terms and such breach (if capable of cure) remains uncured more than ten (10) days after receipt of written notice of such breach; (ii) makes an assignment of substantially all of its assets for the benefit of its creditors; or (iii) either files a voluntary bankruptcy petition or has an involuntary petition for relief filed against it, and which petition is not dismissed or withdrawn within sixty (60) days.

SIM Digital Solution may terminate this Agreement immediately at any time upon written notice (a) if SIM Digital Solution believes, in its sole discretion, that performance under these Terms shall put SIM Digital Solution or Suku at risk of violating the law, third-party rights, or breaching agreements with third parties; or (b) if SIM Digital Solution or Suku cease to do business in the ordinary course.

SIM Digital Solution reserves the right to reject, throttle, or terminate your use of the Platform without any monetary or other liability if, in SIM Digital Solution’s sole discretion, you (W) do not meet SIM Digital Solution’s standards or requirements for use of the Platform or creation of SIM Campaigns; (X) put too much burden on computing resources or API usage; (Y) put SIM Digital Solution or any of its licensors or partners (including without limitation Suku) at legal risk or at risk of breaching its agreements with third parties; or (Z) breach these Terms.

Upon expiration or termination of these Terms and/or a duly-authorized Order Form for any reason, your access to the Platform will immediately cease, and all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate and you will pay any unpaid fees payable to SIM Digital Solution under these Terms and any duly-authorized Order Form. In the event that SIM Digital Solution terminates these Terms pursuant to this Section 15, you will no longer be able to issue or distribute NFTs or Offers, regardless of whether you prepaid for any NFTs, and you will not receive any refund for any amounts prepaid for the applicable NFTs. If you terminate after a SIM Campaign has been paid by you and initiated by SIM Digital Solution (but not executed or completed), you will not be entitled to any refund of amounts previously paid, but SIM Digital Solution may in its sole discretion provide you with a credit on a future campaign. Upon termination of these Terms and/or an Order Form for any reason, any and all information and data related to this Agreement shall continue to be governed by these Terms.

Notwithstanding the foregoing, all provisions of these Terms or any Order Form that, by their nature, are intended to survive termination, shall survive termination, including without limitation Sections 6, 10, 11, 12, 13, 14, 16, 17, 18, 19, 21, 22, 23 & 24.

Your Representations and Warranties

You represent and warrant that you and your Authorized Users (i) will use the Platform in accordance with the terms and conditions of these Terms and without violating or infringing any laws or third-party rights; (ii) have made all disclosures and obtained and will maintain all rights, consents, and permissions as necessary to use the Customer Property in and through the Platform and grant SIM Digital Solution and Suku the rights in Section 12.2, all without violating or infringing any laws, third-party rights (including intellectual property, publicity, or privacy rights), or any terms or privacy policies that apply to the Customer Property; (iii) will not disrupt, disable, erase, alter, harm, damage, interfere with or otherwise impair in any manner the Platform; and (iv) will comply with the terms and conditions of any social media platforms on which the Posts are made.

You further warrant and represent that (i) the Customer Property (including all Offers and Offer Terms) and the products and/or services offered by you to Social Media Users comply with all Laws and will not infringe on the intellectual property or proprietary rights of any third party; and (ii) the Customer Property (including all Offers and Offer Terms) and other information provided by you in connection with these Terms and through the Platform: (a) will not contain material that is defamatory, slanderous, libelous, or obscene, portrays any person in a false light, constitutes an invasion of any right to privacy or an infringement of any right to publicity, copyright, trademark, or any other intellectual property right, or otherwise violates any rights of any third party; (b) will comply with all Laws; (c) will not give rise to a claim of a breach of contract involving any third party or to any business tort or similar claim of a third party or any violation of any foreign, federal, state, or local statute, or regulation; and (d) will not otherwise be likely to expose either party to criminal or civil liability of any kind.

Disclaimer of Warranties

YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. SIM DIGITAL SOLUTION DOES NOT WARRANT THAT THE PLATFORM IS COMPATIBLE WITH ANY CUSTOMER’S EQUIPMENT OR TECHNOLOGY SYSTEMS.