TERMS AND CONDITIONS

Welcome to Spotlit, an experiential platform operated by Spotlit Inc., a Delaware corporation incorporated under the laws of the United States ("Spotlit," "we," "our," or "us"). These TERMS AND CONDITIONS ("Agreement") govern your use of Spotlit and any related services, features, content, or applications (collectively, the "Services").

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement, which constitutes a binding legal agreement between you and Spotlit, whether you are a registered user ("A-Lister") of our Services or simply a visitor ("Guest") to our website or app. If you do not agree to these terms and conditions, you should not access or use the Services.

This Agreement incorporates by reference our Privacy Policy and any additional terms and conditions that may be posted or linked to on the Services. You agree to comply with all applicable laws, rules, and regulations in connection with your use of the Services.

If you are using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement, and "you" will refer to that entity.

If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions will remain in full force and effect.

This Agreement, together with any additional terms to which you agree when using particular elements of the Services, constitutes the entire agreement between you and Spotlit regarding the use of the Services.

1. Eligibility

1.1 The Platform is intended for use by individuals who are at least 13 years old. By using the Services, you represent and warrant that you are at least 13 years old. Users who are at least 13 years old but under the age of 18 must have a parent or legal guardian agree to these Terms on their behalf.

1.2 A-Listers, which are individuals registering with their contract-based mobile numbers, must be at least 18 years old. By registering as an A-Lister, you represent and warrant that you are at least 18 years old.

2. User Conduct

2.1 You agree to use the Services in compliance with all applicable laws, rules, and regulations. You further agree not to use the Services for any unlawful, harmful, or abusive purpose, or in any way that interferes with or disrupts the Services or any server, network, or other equipment connected to or used to provide the Services.

2.2 You are solely responsible for any content or information you post, upload, or transmit through the Services, and you represent and warrant that you have all necessary rights to use such content or information and to grant us the license to use such content or information as set forth in Section 5.

2.3 You agree not to use the Services to upload, post, or otherwise transmit any content that is obscene, defamatory, libelous, threatening, harassing, invasive of privacy, or infringing any intellectual property rights or any other rights of others.

3. Ownership and Intellectual Property

3.1 The Services and all materials contained therein, including, without limitation, software, logos, text, images, graphics, illustrations, audio, video, and other website and application design elements and intellectual property ("Spotlit IP"), are owned or licensed by Spotlit and are protected by copyright, trademark, and other intellectual property laws. Spotlit reserves all rights not expressly granted in and to the Services and Spotlit IP.

3.2 Spotlit grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Services and Spotlit IP solely for your personal use in accordance with this Agreement. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Spotlit IP without the express prior written consent of Spotlit. Any unauthorized use of Spotlit IP is strictly prohibited and may result in civil and/or criminal penalties.

3.3 You agree not to remove, obscure, or alter any copyright, trademark, or other proprietary rights notices affixed to or contained within the Services or Spotlit IP.

4. Services and User Roles

Spotlit offers Services to three distinct categories: Brands, Spotlitters (all kinds of influencers on Spotlit), and A-Listers (registered users).

4.1 A-Listers are registered users who can only register using their billing or contract-based mobile numbers around the world, where they will get an OTP to sign in once we confirm it is not a prepaid or a pay-as-you-go mobile number. A-Listers may only engage with or experience the content posted by Brands and Spotlitters.

4.2 Spotlitters are influencers who can only enter Spotlit when invited by Brands to "spotlit" (participate in) their experiences. They may also enter Spotlit if invited by the CEO of Spotlit or by a dedicated scout team within Spotlit. When invited, they can register as a Spotlitter and commence participating in the experiences crafted by Brands as well as other Spotlitters. They may even craft experiences themselves as they grow on Spotlit.

4.3 Brands are businesses that can create and share content on the Services. By paying and registering as a Brand, you represent and warrant that you have all necessary rights to use the content or information you post and to grant us the license to use such content or information as set forth in Section 5. Brands may invite Spotlitters on the platform as they craft 'experiences' on Spotlit.

5. License to Use Content

5.1 By posting, uploading, or transmitting any content or information on or through the Services, you grant Spotlit a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, copy, modify, create derivative works based on, distribute, publicly display, publicly perform, and otherwise exploit in any manner such content or information (including, without limitation, any trademarks or copyrighted materials included in such content or information), in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Spotlit's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

5.2 You represent and warrant that: (i) you either are the sole and exclusive owner of all content and information you post, upload, or transmit on or through the Services or you have all rights, licenses, consents, and releases that are necessary to grant to Spotlit the rights in such content and information, as contemplated under this Agreement; and (ii) neither the content nor your posting, uploading, or transmitting of such content or information nor Spotlit's use of the content or information (or any portion thereof) on, through, or by means of the Services, will infringe, misappropriate, or violate a third party's patent, copyright, trademark, trade secret, moral rights, or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

5.3 You agree to pay for all royalties, fees, and any other monies owed by reason of content or information you post on or through the Services.

5.4 You agree to use the Services only for lawful purposes and in a way that does not infringe the rights of, restrict or inhibit anyone else's use and enjoyment of the Services.

5.5 You agree not to use the Services in any way that:

5.5.1 Violates or infringes anyone's intellectual property rights (including but not limited to copyright, trademark, trade secret, patent or other proprietary rights);

5.5.2 Contains any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable;

5.5.3 Promotes or incites violence, terrorism, or any other illegal activities;

5.5.4 Discriminates on the basis of race, gender, sexual orientation, religion, nationality, ethnicity, or any other characteristic protected by applicable laws;

5.5.5 Impersonates any person or entity, or falsely represents your affiliation with any person or entity;

5.5.6 Contains viruses, trojan horses, worms, or other harmful or malicious code;

5.5.7 Attempts to gain unauthorized access to the Services, other users' accounts, or computer systems or networks connected to the Services;

5.5.8 Interferes with or disrupts the Services, servers or networks connected to the Services, or the activities of other users of the Services;

5.5.9 Violates any applicable laws or regulations, including but not limited to, those regarding privacy, data protection, and export control.

5.6 You agree not to use any automated means, including without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Services, except those automated means that we have approved in advance and in writing.

5.7 We reserve the right to remove any content or information you post on or through the Services, and to suspend or terminate your access to the Services, at any time and for any reason, without notice to you.

5.8 We may monitor your use of the Services to ensure compliance with these Terms and applicable laws, and to improve the Services. By using the Services, you consent to such monitoring.

5.9 You understand that when using the Services, you will be exposed to User Content from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto.

5.10 The Services may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by us of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

This section informs you that the Services may contain links to third-party websites or resources, and that we are not responsible for the availability or accuracy of such websites or resources, nor the content, products, or services available from them. You acknowledge that any use of third-party websites or resources is at your own risk, and you assume all responsibility and risk associated with using them. The inclusion of links to third-party websites or resources does not imply any endorsement by us of those websites or resources or the content, products, or services available from them.

6. Disclaimer of Warranties

6.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

This section informs you that the Services are provided on an "as is" and "as available" basis, and that your use of the Services is at your sole risk. This means that we do not make any warranties or guarantees about the availability, reliability, or performance of the Services, and we are not responsible for any errors or omissions in the Services.

6.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

This section further emphasizes that we do not provide any warranties or guarantees with respect to the Services, and disclaim all warranties and conditions of any kind, whether express or implied. This includes, but is not limited to, warranties and conditions of merchantability, fitness for a particular purpose, and non-infringement.

7. Limitation of Liability

This section outlines the limitations of our liability for any damages you may suffer as a result of using our services.

7.1 We will not be liable for any indirect, incidental, special, consequential, or exemplary damages, or damages for loss of profits, goodwill, use, data, or other intangible losses. This applies even if we have been advised of the possibility of such damages. The limitations of liability apply regardless of whether the damages arise from contract, tort, negligence, strict liability, or any other legal theory.

7.2 Our services are provided on an "as is" and "as available" basis, without warranties of any kind, either express or implied. This includes, but is not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We make no warranty that our services will meet your requirements, be uninterrupted, timely, secure, or error-free, or that the quality of any products, services, information, or other material purchased or obtained by you through our services will meet your expectations.

7.3 Any material downloaded or otherwise obtained through your use of our services is done at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from us or through our services will create any warranty not expressly stated in these terms. Some states do not allow the exclusion of implied warranties, so the above exclusions may not apply to you. In that event, any implied warranties are limited in duration to 60 days from the date of purchase or delivery of the services, as applicable.

7.4 We do not guarantee that our services will be compatible with all hardware and software that may be used by you. We make no warranty that the services will be uninterrupted, timely, secure, or error-free, or that any defects in the services will be corrected. We do not warrant that the services are free of viruses or other harmful components. You assume all responsibility and risk for your use of the services and your reliance on them.

7.5 We do not warrant that the functions or content contained in the services will be uninterrupted or error-free, that defects will be corrected, or that our services or the servers that make our services available are free of viruses or other harmful components. We do not warrant or make any representations regarding the use of or the result of the use of the services in terms of their correctness, accuracy, reliability, or otherwise. You (and not us) assume the entire cost of all necessary servicing, repair, or correction.

7.6 We do not warrant or represent that any content on the services is accurate, complete, reliable, current, or error-free. We assume no liability or responsibility for any errors or omissions in the content on the services.

7.7 We do not guarantee any results or performance of our services. In no event will we be liable for any consequential, indirect, incidental, special, or punitive damages arising out of or related to these terms or your use of our services, including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss, even if we have been advised of the possibility of such damages.

7.8 Our maximum aggregate liability to you for any damages arising out of or related to these terms or your use of our services, regardless of the form of action, will be limited to the greater of: (A) the amount paid by you to us for the services in the 12 months prior to the event giving rise to the claim; or (B) $100.

8. Indemnification

You agree to defend, indemnify, and hold harmless us, our affiliates, and our respective directors, officers, employees, and agents from and against any claims, actions, suits, demands, damages, liabilities, costs, and expenses (including without limitation, reasonable attorneys' fees) arising out of or in connection with your use of the Services or your violation of these Terms. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

9. Dispute Resolution and Arbritation

9.1 Generally. In the interest of resolving disputes between you and us in the most expeditious and cost-effective manner, you and we agree that any dispute arising out of or in connection with this Agreement or your use of the Services will be resolved through binding arbitration. This means that you and we are waiving the right to sue each other in court.

9.2 Exceptions. Notwithstanding the foregoing, either party may seek injunctive relief in court to prevent or stop infringement or other misuse of intellectual property rights. Additionally, either party may bring claims before small claims court if the claims fall within the jurisdiction of such courts.

9.3 Arbitration Procedure. The arbitration will be conducted by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules"), as modified by this Agreement. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting us.

9.4 Arbitration Location and Fees. The arbitration will be conducted in a mutually agreed-upon location or, if the parties cannot agree, in the county and state in which you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and we submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The prevailing party shall be entitled to recover its reasonable attorney's fees and costs incurred in connection with the arbitration.

9.5 No Class Actions. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You agree that you will not participate in any class action or class-wide arbitration for any claims covered by this Agreement.10.6 Waiver of Jury Trial. YOU AND WE HEREBY WAIVE OUR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less expensive than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and us in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND WE WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.