Sign in

Sign In

Terms of Service

General Terms

TERMS OF USE


These Terms of Use and End User License Agreement comprise a binding legal agreement between you and Social Seed, LLC, an Ohio limited liability company (“Social Seed”).  Please review this agreement carefully.


  1. Overview


By visiting the Social Seed website or using the Social Seed mobile application you are accepting to be bound by these Terms of Use and you acknowledge that you have read, understood, and agree to these Terms of Use, including any additional guidelines and future modifications (collectively, the "Terms"). If you do not agree to the Terms, you may not use, or no longer use, the Social Seed services. It is effective between you and us as of the date of you accepting this agreement. 


These Terms were last updated on October __, 2023. These Terms cover visiting our website, using our mobile application, and any actions you take or communications you make to us through our website, mobile application, or through email (the “Services”).  By continuing to use the Services you agree to the Terms and any updates to the Terms.  If you do not agree to the Terms or any updates to the Terms, you may not use the Services and must terminate your engagement with Social Seed. If you are a game developer wishing to use Services for promoting your games, you must also agree to our Developer Terms and Conditions. If you are a video content creator wishing to use our Services to find video games to promote or you are an agent authorized to act on behalf of a Creator, you must also agree to our Creator and Agent Terms and Conditions. 


2. Content and License to Use Services.  

In these Terms, the content on the Services, including all information, writings, methods, data, logos, marks, designs, graphics, pictures, sound files, digital download files, other files, and their selection and arrangement, is called “Content.” All Content and all software available on the Servicse or used to create and operate the Services is the property of Social Seed or its licensors, and is protected by domestic and international copyright laws, and all rights to the Services, such as Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Social Seed.


Social Seed grants you a limited, revocable, non-exclusive, non-sublicensable license to access the Services and to view, copy and print the portions of the Content available to you on the Services for personal use only or for use by your specific business; provided, however, that no Content may be distributed by you to any third parties without our express permission. Such license is subject to these Terms and specifically conditioned upon your compliance with these Terms. Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, these Terms and your account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by us at any time.


3. Your Content

The information collected when you provide information of any kind to Social Seed is known as the “User Content.” By providing any User Content to Social Seed, whether directly through your use of the Services, you grant Social Seed and Social Seed’s affiliates and service providers, and each of their and Social Seed’s respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for the purpose of providing the Services and for other purposes expressed herein. Social Seed does not claim any ownership in any User Content, including any text, data, information, images, photographs, music, sound, video, or other material, that you upload, transmit, or store through the Services. You understand and acknowledge that you are responsible for any User Content submitted by you and have full responsibility for such User Content, including its legality, reliability, accuracy, and appropriateness. Social Seed is not responsible, or liable to any third party, for the content or accuracy of any User Content submitted by you. 


Social Seed disclaims any and all liability in connection with or arising from User Content uploaded, stored, transmitted or otherwise distributed by you. By uploading, storing, transmitting or otherwise distributing User Content, you affirm, represent, and warrant that the User Content does not and will not: (i) violate these Terms , (ii) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (iii) slander, defame, or libel any other person; or (iv) contain any viruses, adware, spyware, worms, or other malicious code. Violators of any third-party rights may be subject to criminal and civil liability. Social Seed reserves all rights and remedies against any Users who violate these Terms.


In the event Social Seed receives any information or notice that any User Content uploaded, stored, transmitted or otherwise distributed by user violates these Terms or infringes any copyright, trademark, or patent, or is alleged to infringe any copyright, trademark, or patent, Social Seed reserves the right to immediately remove the User Content without notice to you and without any obligation to investigate an allegation of infringement. Social Seed further reserves the right in its sole and unfettered discretion to remove for any reason whatsoever and at any time, any User Content uploaded, stored, transmitted or otherwise distributed by you, without prior notice to you. 


4. Your Limited License of User Content to Us.

We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to provide content and to operate the Services now and in the future. We also need the right to use your User Content in order to aggregate certain raw data contained or derived from that content, in a manner consistent with our Privacy Policy, to provide our users additional services and information. 


Therefore, by posting or distributing User Content to or through the Services, you (a) grant Social Seed and its affiliates and subsidiaries a non-exclusive, royalty-free, sub-licensable, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content on the Services, in the manner in and for the purposes for which the Services from time to time uses such User Content; and (b) represent and warrant that (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.


If your User Content is intended for the use of other users on the Services, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such users for their use in connection with their use of the Services. 


These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Services. And they are transferable because we need the right to transfer these licenses to any successor operator of the Services. We reserve the right to sell or otherwise transfer aggregate data generated from the Services to third parties. We have the right to “modify, adapt, translate, and create derivative works from such User Content because the normal operation of the Services does this to your User Content when it processes it for use on the Services and any such modified, adapted, or translated derivative work is the property of Social Seed’s property.


5. Prohibited Activities; Enforcement of Policies

By agreeing to these Terms, you agree not to (or authorize or encourage any third party to) use the Services to (a) upload, store, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by Social Seed; (b) upload, store, transmit or otherwise distribute content that infringes upon another party's intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; (c) use the Services for any fraudulent or inappropriate purpose, (d) impersonate any person or entity, falsely claim an affiliation with any person or entity, or access accounts of others without permission, forge another persons' digital signature or identity, misrepresent the source, identity, or content of information transmitted via the Services, or perform any other similar fraudulent activity;  or (e) use the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy.


Social Seed reserves the right to scan all User Content to ensure compliance with these Terms. In the event Social Seed determines, in its sole discretion, that your use of the Services is in violation of these Terms, Social Seed shall have the right without recourse by the user to immediately terminate your account.


6. Linking to the Services.

You may provide links to the Services, provided that (a) you do not remove or obscure, by framing or otherwise, advertisements, the copyright notice, or other notices on the Services, (b) your service does not engage in illegal or pornographic activities, and (c) you discontinue providing links to the Services immediately upon request by us.


7. Registration.

To use certain portions of the Services requires you to register. When registering you agree to provide us with accurate, complete registration information. You must be at least 13 years old to use the Services. Your registration must be done using your real name and accurate information. You are responsible for preventing any unauthorized use, and you agree to accept all risks of unauthorized access to your registration data. Social Seed shall not be liable for any consequences that may result from incorrect, incomplete, false, stolen, or lost information.


You agree to keep all user IDs and access codes/passwords confidential. Sharing account information and passwords is strictly forbidden. If you believe that your user ID or password has been compromised, you agree to contact Social Seed immediately via e-mail or telephone. 


8. Inactive Accounts; Cancellation; Termination.

You and/or Social Seed may terminate your use of the Services at any time. Specifically, we reserve the right to terminate your user account and your use of the Services without prior notice if we believe in our discretion that you have violated or acted inconsistently with these Terms. When your account is terminated, we may retain an archival copy of your User Content after termination for up to sixty (60) days; however, we do not make any guarantee that we will do so.


9. Advertisers.

The Services may contain advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Services is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in the advertiser’s or sponsor’s materials.


10. Errors, Corrections and Changes.

We do not represent or warrant that the Services will be error-free, free of viruses or other harmful components, or that defects will be corrected. We do not represent or warrant that the information available on or through the Services will be correct, accurate, timely or otherwise reliable. We may make changes to the features, functionality, or content of the Services at any time. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Services. We are not obligated to create or provide support, corrections, upgrades, bug fixes and/or enhancements to the Services.


11. Unlawful Activity.

We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties, and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.


12. Legal Compliance.

You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Services and the content and materials provided therein.


13. Electronic Communications.

When you visit the Services or send e-mails to us, you communicate with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Services. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.


14. Service Interruptions

Social Seed is not responsible for interruptions of the Services beyond its control. This includes interruptions by its suppliers and natural disasters.


15. Third Party Services

Social Seed uses third-party vendors to deliver some of its Services. By using the Services, you agree to Social Seed using such third-party vendors and sharing your User Content and information with these vendors. Social Seed is not liable for any damages or liabilities caused by the use of any third-party vendor. 


16.  Data Confidentiality and Security

Social Seed has taken commercially reasonable measures to ensure the safety of User Content when it is being stored and transmitted. 


17. Privacy

Your privacy is important to Social Seed. The Social Seed Privacy Policy is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully for information relating to Social Seed's collection, use, and disclosure of your personal information.


18. Modification of These Terms

When using the Services, any additional posted guidelines or rules applicable to specific services and features may be posted from time to time. All such guidelines and rules are hereby incorporated by reference into these Terms. Social Seed may, at its sole discretion, modify or revise these Terms and policies at any time; by using the Services you agree to be bound by such modifications or revisions.  If you do not accept and abide by these Terms, you may not use the Services.


When the Terms have been modified, we will, at our discretion, send you a notification or post an announcement on our website which will be displayed for a period of seven (7) days from the date the Terms were modified.


19. Indemnifications and Hold Harmless

You agree to defend, indemnify and hold harmless Social Seed, its affiliated companies, officers, directors, employees and agents from and against all claims, demands, suits, costs, damages, and expenses, including but not limited to attorneys' fees and reasonable settlements that Social Seed may sustain or incur by reason of (a) your use of the Services, (b) breach, alleged breach or violation of the foregoing warranties, representations and covenants, (c) any violation of any third party right arising from Content submitted by you, (d) any claim that any User Content submitted by you caused damage to a third party, or (e) any other violation of these Terms. Your obligation to defend, indemnify and hold harmless Social Seed shall survive these the termination of any license between you and Social Seed, including these Terms.


20. Disclaimer of Warranties; Limitations of Liability 

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND THE SERVICES SHALL BE AT YOUR OWN RISK AND THAT THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. SOCIAL SEED, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD-PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOCIAL SEED, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THE SITE OR SERVICES, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) THE SERVICES  AND PRODUCTS FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND SOCIAL SEED ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.


THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS OR YOUR USE OF THIS SITE OR THE SERVICES.


21. Limitation of Damages 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SOCIAL SEED OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO ANY CLAIM RELATED TO THE SERVICES, THE USE OF OR INABILITY TO USE THE SERVICES AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF Social Seed OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF DAMAGES WILL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 


ANY CAUSE OF ACTION OR CLAIM LICENSEE MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED


22. U.S. Government Restricted Rights.  The Services and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.  Unpublished-rights are reserved under the copyright laws of the United States.


23. Miscellaneous Terms

These Terms shall be governed by and construed in accordance with the laws of the State of Ohio, except for its conflicts of laws principles. You consent to the exclusive jurisdiction and venue in the state and federal courts in Franklin County, Ohio. Social Seed may transfer and assign these Terms and ownership of the Services without restriction. You may not transfer or assign any of these Terms or any Services. You affirm and warrant that you are legally competent to enter into these Terms, and the conditions, obligations, affirmations, representations, covenants and warranties set forth herein. If any provision of these Terms is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the remaining provisions of these Terms shall not be affected. No waiver of any term of these Terms shall be deemed to constitute a continuing waiver of such term. By accepting these Terms, you agree to allow Social Seed to send you periodic emails including but not limited to system maintenance announcements, newsletter, and other marketing materials.  You may unsubscribe from these communications at any time.  


System Requirements:

The Services requires that cookies and JavaScript are enabled to work properly.


The Service is offered by Social Seed, located at: 

Social Seed LLC

#998

1401 Lavaca St

Austin, TX 78701

United States


Date last updated: 10/10/2023


 DEVELOPER TERMS 

This Developer Terms Agreement (the “Agreement”) is by and between you (“Developer”) and Social Seed, LLC, an Ohio limited liability company (“Social Seed” and each a “Party” and together, the “Parties”) as of the date executed (the “Effective Date”). This Agreement shall be considered to supplement the general Social Seed Terms of Use found here and the Privacy Policy found here, which shall also apply to the relationship between Social Seed and Developer.  BY CLICKING THE “AGREE” BUTTON, DEVELOPER (A) ACKNOWLEDGES THAT DEVELOPER HAS READ AND UNDERSTANDS THIS AGREEMENT, (B) IS AUTHORIZED TO BIND ITSELF OR THE DEVELOPER COMPANY REPRESENTED HEREIN, AND (C) ACCEPTS THIS AGREEMENT AND AGREES THAT DEVELOPER IS LEGALLY BOUND BY ITS TERMS. For good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:


  1. Services. Social Seed provides a web-based service that allows developers of Roblox games (“Developer Games”) to solicit and pay video content creators (“Creators”) to create and publish reviews of Developer Games (the “Services”). Subject to the terms and conditions of this Agreement, Social Seed hereby grants a limited license to use the Services. Pursuant to the way the Services are offered Developer, Developer will be able to solicit and pay Creators to play, review, and publish video content related to the Developer Games on platforms such as YouTube and social media accounts. Developer hereby acknowledges that Social Seed may update or change its processes behind the Services at any time and that Developer’s sole options are to accept such processes or terminate this Agreement and its use of the Services.
  2. Fees and Payment.  In exchange for use of the Services, Developer shall pay fees as agreed upon by the Parties and/or as Developer agrees with a Creator. Developer acknowledges that Social Seed shall retain a portion of all fees paid by Developer for the Services and for Creator services. Payments shall be made through the Social Seed website using a credit card or other type of payment which Social Seed accepts at that time. Developer agrees to use any third-party payment processing provider that Social Seed may use for any given transaction, including, but not limited to, Stripe. Developer hereby acknowledges that Social Seed may update or change its payment terms, fees, or payment policies at any time and that Developer’s sole options are to accept such payment terms or terminate this Agreement and its use of the Services.
  3. Term and Termination. The term of this Agreement commences on the date Developer clicks to accept these Terms and continues until it is terminated pursuant to the terms of this Agreement or applicable law (the “Term”). Either Party may terminate this Agreement at any time and for any reason by giving written notice to the other Party. Termination will be effective on the later to occur of either the other Party’s receipt of notice of termination or such other later date (if any) set forth in such termination Notice. 

Trademarks.  Each Party acknowledges that the other party is the exclusive owner of all right, title, and interest in and to its name and all trade names, trademarks, symbols, and logos (collectively, the “Marks”) used in connection with marketing its products and services.  Each Party shall in no way infringe upon, harm, or contest the rights of the other Party’s name or Marks, or any other intellectual property rights of the other Party except as expressly provided herein. All use of any of the Marks, and any goodwill accruing to the non-owner as a consequence of any permitted use thereof, shall inure to the benefit of owning Party.  Social Seed is granted the non-exclusive, limited license to display the Marks of Developer in connection with offering the Services. Developer is granted the non-exclusive, limited license to display the Marks of Social Seed in connection with using the Services; provided, however, that Developer shall discontinue the display or use of any such Mark or change the manner in which such Mark is displayed or used, when requested to do so by Social Seed, and shall discontinue all use of the Social Seed Marks upon termination.

  1. Intellectual Property of Developer Games. Developer hereby grants a limited license to Social Seed to any Developer Games that Developer submits to the Services, for all uses related to the Services, as well as any additional submitted content related to such Developer Games. Developer acknowledges that Creators will also be granted a license to the Developer Games for the purposes of creating video content related to the Developer Games, as intended in the Services. Social Seed acknowledges that it does not own the Developer Games and will not sell access to the Developer Games. 
  2. No Subversion of Services. Developer hereby acknowledges and agrees that it will not use the Services to solicit content from any Creator without utilizing the payment processing of Social Seed, either during initial interactions with a Creator or with any Creator it has previously hired for content creation under the Services. 
  3. Representations and Warranties. 
  4. Developer’s Representations and Warranties. Developer represents and warrants to Social Seed that: (a) it, and the person assenting to these Terms on Developer’s behalf, has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution, delivery, and performance of this Agreement by Social Seed will not violate, conflict with, require consent under, or result in any breach or default under (i) any of Developer’s organizational documents, (ii) any applicable Law, or (iii) with or without notice or lapse of time or both, the provisions of any other agreements; (c) this Agreement has been executed and delivered by Developer and constitutes the legal, valid, and binding obligations of Developer, enforceable against Developer in accordance with its terms; (d) it is in compliance with all applicable laws and other agreements relating to this Agreement, the Developer Games and the operation of its business (including all loan covenants and other financing obligations to which it is subject);  (e) the Developer Games and all activities of Developer related to the Developer Games and Developer’s use of the Services shall be in substantial compliance with all state and federal laws and regulations; (f) it will at all times comply with all laws and regulations applicable to this Agreement, Developer’s operation of its business, and the exercise of its rights and performance of its obligations hereunder; and (g) has obtained and will maintain all permits and licenses necessary for the exercise of its rights and performance of Developer’s obligations under this Agreement.  
  5. Social Seed’s Representations and Warranties. SOCIAL SEED, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD-PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOCIAL SEED, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, OR CONTENT OF THE SERVICES. SOCIAL SEED MAKES NO WARRANTY THAT ITS SERVICES WILL LEAD TO REVIEWS OF THE DEVELOPER GAMES OR ANY PROFITABILITY FROM THE SERVICES. THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS OR YOUR USE OF THIS SITE OR THE SERVICES. All additional warranties and disclaimers set forth on the general Social Seed Terms of Use shall also apply to this Agreement.
  6. Limitation of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SOCIAL SEED OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO ANY CLAIM RELATED TO THE SERVICES, THE USE OF OR INABILITY TO USE THE SERVICES AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF SOCIAL SEED OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF DAMAGES WILL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.  ANY CAUSE OF ACTION OR CLAIM LICENSEE MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. 
  7. Indemnification.  Subject to the terms and conditions of this Agreement, Developer (as “Indemnifying Party”) shall indemnify, defend, and hold harmless Social Seed and their officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interests, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees, the costs of enforcing any right to indemnification under this Agreement, and the costs of pursuing any insurance providers, incurred by any Indemnified Party (collectively, “Losses”), relating to any third-party claim or any direct claim against Indemnifying Party alleging: (a) a breach of Indemnifying Party’s representations, warranties, or covenants set forth in this Agreement; (b) any act or omission of Indemnifying Party or any of its affiliates and each of their respective personnel, officers, directors, partners, shareholders, attorneys, third-party advisors, successors, and permitted assigns (its “Representatives”) (including any recklessness or willful misconduct) in connection with Indemnifying Party’s use of the Services; (c) any bodily injury, death of any person, or damage to real or tangible personal property caused by the willful or negligent acts or omissions of Indemnifying Party or any of its Representatives; and (d) that any of Indemnifying Party’s intellectual property used in the design or production of the Developer Games, Developer’s trademarks or marketing materials, or that is embodied in the Developer Games, infringes upon any intellectual property right of a third party.
  8. Independent Contractor.  Social Seed and Developer are independent contractors and nothing in this Agreement shall be deemed or constructed as creating a joint venture, partnership, agency relationship, franchise, or business opportunity between the Parties. Neither Party, by virtue of this Agreement, will have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other Party.
  9. Force Majeure.  Social Seed shall not be liable or responsible to the Developer, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in providing the Services or fulfilling or performing any term of this Agreement, when and to the extent the failure or delay is caused by or results from acts beyond Social Seed’s control, including the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) requirements of Law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; and (h) strikes, labor stoppages or slowdowns, or other industrial disturbances. 
  10. Miscellaneous.  This Agreement is governed by and construed in accordance with the laws of the State of Ohio.  The Parties designate the courts located in Franklin County, Ohio as courts of proper jurisdiction and venue with respect to any action or controversy under the Agreement and waive any defenses to jurisdiction and venue with respect to any actions brought in such courts.  This Agreement is binding upon and inures to the benefit of and is enforceable by the Parties to this Agreement and their respective successors and assigns.  This Agreement constitutes the entire agreement of the Parties and supersedes any prior agreements and understandings, whether oral or written, between them with respect to the subject matter of this Agreement.  The headings of this Agreement are for convenience only and will not control or affect the meaning or construction of the provisions of this Agreement.  This Agreement may not be terminated, modified, or amended orally or by any course of conduct or usage of trade except by an agreement in writing duly executed by the Parties.  Any waiver of a breach of any provisions of this Agreement is limited to the particular breach and should not be deemed to be a continuing waiver of the same breach and should not be deemed a waiver of any other provision of this Agreement.  If any portion of this Agreement is determined to be unenforceable or invalid, the remainder of this Agreement remains binding and effective against all Parties and their respective successors and assigns.  All representations, warranties, covenants, and agreements in or under this Agreement, and in any other documents executed or delivered pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, survive the execution, delivery, and performance of this Agreement.  Developer agrees to execute, acknowledge or verify, and deliver any and all documents which may from time to time be reasonably requested by Social Seed to carry out the purpose and intent of this Agreement.

Date last updated: 10/10/2023

Version: 1


 CREATOR AND AGENCY TERMS 

This Creator and Agency Terms Agreement (the “Agreement”) is by and between you (“Creator”), an agent for Creator if agent and Creator agree to such relationship (“Agent”), and Social Seed, LLC, an Ohio limited liability company (“Social Seed” and each a “Party” and together, the “Parties”) as of the date executed (the “Effective Date”). This Agreement shall be considered to supplement the general Social Seed Terms of Use found here and the Privacy Policy found here, which shall also apply to the relationship between Social Seed and each of Creator and Agent.  BY CLICKING THE “AGREE” BUTTON, CREATOR OR AGENT, AS APPLICABLE, (A) ACKNOWLEDGES THAT CREATOR OR AGENT HAS READ AND UNDERSTANDS THIS AGREEMENT, (B) IS AUTHORIZED TO BIND ITSELF OR THE CREATOR COMPANY REPRESENTED HEREIN, AND (C) ACCEPTS THIS AGREEMENT AND AGREES THAT CREATOR OR AGENT IS LEGALLY BOUND BY ITS TERMS. For good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:


  1. Services. Social Seed provides a web-based service that allows developers of Roblox games (“Developers” and “Developer Games”) to solicit and pay video content creators (“Creators”) to create and publish reviews of Developer Games (the “Services”). Subject to the terms and conditions of this Agreement, Social Seed hereby grants a limited license to use the Services. Pursuant to the way the Services are offered, Developers will be able to solicit and pay Creators to play, review, and publish video content related to the Developer Games on platforms such as YouTube and social media accounts. Creator hereby acknowledges that Social Seed may update or change its processes behind the Services at any time and that Creator’s sole options are to accept such processes or terminate this Agreement and its use of the Services.
  2. Fees and Payment.  Developers pay fees as agreed upon by the Parties and/or as a Developer agrees with a Creator for Creator-created content. Developers pay all such fees directly to Social Seed and Creator will receive payment from Social Seed for such content creation and publication under the Services from Social Seed. Creator acknowledges that Social Seed shall retain a portion of all fees to be paid to Creator under the Services and for Creator services. Payments shall be made to Creator using whichever payment method Social Seed uses at that time. Creator agrees to use any third-party payment processing provider that Social Seed may use for any given transaction, including, but not limited to, Stripe. Creator hereby acknowledges that Social Seed may update or change its payment terms, fees, or payment policies at any time and that Creator’s sole options are to accept such payment terms or terminate this Agreement and its use of the Services.
  3. Agent Terms. 
  4. In the event that Creator utilizes the services of an agent to assist Creator with facilitating the Services from Social Seed, each of Creator and Agent must (a) agree to these terms, (b) affirmatively select the other as agent or client, as applicable, through the Services, and (c) agree to agency fees through the Services. Agent fees shall be paid by Social Seed in compliance with the terms set forth in Section 2 and Agent agrees to all payment terms of Section 2. 
  5. Creator and Agent that have confirmed their relationship to Social Seed hereby agree to following: (a) Agent is authorized to act on behalf of Creator and (b) Agent is authorized to retain a portion of the fee to be paid to Creator through the Services. 
  6. Creator and Agent each hereby indemnify, defend, and hold harmless Social Seed and their officers, directors, employees, agents, affiliates, successors, and permitted assigns with regard to any dispute between Creator and Agent, with no limitations. Creator and Agent acknowledge that Social Seed would not offer the Services to Agent and Creator without agreeing to the terms of this Section 3. Social Seed acknowledges that the terms of this Section 3 do not apply to any Creator that has not affirmatively confirmed relationship with any agent. 
  7. Term and Termination. The term of this Agreement commences on the date Creator or Agent clicks to accept these Terms and continues until it is terminated pursuant to the terms of this Agreement or applicable law (the “Term”). Any Party may terminate this Agreement at any time and for any reason by giving written notice to the other Party. Termination will be effective on the later to occur of either the other Party’s receipt of notice of termination or such other later date (if any) set forth in such termination Notice. 

Trademarks.  Each Party acknowledges that the other party is the exclusive owner of all right, title, and interest in and to its name and all trade names, trademarks, symbols, and logos (collectively, the “Marks”) used in connection with marketing its products and services.  Each Party shall in no way infringe upon, harm, or contest the rights of the other Party’s name or Marks, or any other intellectual property rights of the other Party except as expressly provided herein. All use of any of the Marks, and any goodwill accruing to the non-owner as a consequence of any permitted use thereof, shall inure to the benefit of owning Party.  Social Seed is granted the non-exclusive, limited license to display the Marks of Creator in connection with offering the Services. Creator is granted the non-exclusive, limited license to display the Marks of Social Seed in connection with using the Services; provided, however, that Creator shall discontinue the display or use of any such Mark or change the manner in which such Mark is displayed or used, when requested to do so by Social Seed, and shall discontinue all use of the Social Seed Marks upon termination.

  1. Intellectual Property of Developer Games. Creator is hereby granted a limited license from Developer to any Developer Games, as well as any additional submitted content related to such Developer Games, that Developer and Creator agree that Creator is to play, review, and create video content for under the Services. By accepting such license, Creator acknowledges that the license is limited solely to the foregoing, and that it does not own any Developer Games and will not sell access to any Developer Games. 
  2. No Subversion of Services. Creator and Agent hereby independently acknowledge and agree that it will not use the Services to solicit payment from any Developer without utilizing the payment processing of Social Seed, either during initial interactions with a Developer or with any Developer it has previously created content for under the Services. 
  3. Representations and Warranties. 
  4. Creator’s and Agent’s Representations and Warranties. Creator and Agent each independently represent and warrant to Social Seed that: (a) it, and the person assenting to these Terms on such Party’s behalf, has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution, delivery, and performance of this Agreement by Social Seed will not violate, conflict with, require consent under, or result in any breach or default under (i) any of such Party’s organizational documents, (ii) any applicable Law, or (iii) with or without notice or lapse of time or both, the provisions of any other agreements; (c) this Agreement has been executed and delivered by such Party and constitutes the legal, valid, and binding obligations of such Party, enforceable against such Party in accordance with its terms; (d) it is in compliance with all applicable laws and other agreements relating to this Agreement and the operation of its business (including all loan covenants and other financing obligations to which it is subject);  (e) such Party’s use of the Services and all Developer Games shall be in substantial compliance with all state and federal laws and regulations; (f) it will at all times comply with all laws and regulations applicable to this Agreement, such Party’s operation of its business, and the exercise of its rights and performance of its obligations hereunder; and (g) has obtained and will maintain all permits and licenses necessary for the exercise of its rights and performance of such Party’s obligations under this Agreement.  
  5. Social Seed’s Representations and Warranties. SOCIAL SEED, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD-PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOCIAL SEED, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, OR CONTENT OF THE SERVICES. SOCIAL SEED MAKES NO WARRANTY THAT ITS SERVICES WILL LEAD TO DEVELOPERS HIRING CREATOR TO MAKE REVIEWS OF ANY DEVELOPER GAMES OR ANY PROFITABILITY FROM THE SERVICES. THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS OR YOUR USE OF THIS SITE OR THE SERVICES. All additional warranties and disclaimers set forth on the general Social Seed Terms of Use shall also apply to this Agreement.
  6. Limitation of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SOCIAL SEED OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO ANY CLAIM RELATED TO THE SERVICES, THE USE OF OR INABILITY TO USE THE SERVICES AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF SOCIAL SEED OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF DAMAGES WILL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.  ANY CAUSE OF ACTION OR CLAIM LICENSEE MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. 
  7. Indemnification.  Subject to the terms and conditions of this Agreement, each of Creator and Agent independently (as “Indemnifying Party”) shall indemnify, defend, and hold harmless Social Seed and their officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interests, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees, the costs of enforcing any right to indemnification under this Agreement, and the costs of pursuing any insurance providers, incurred by any Indemnified Party (collectively, “Losses”), relating to any third-party claim or any direct claim against Indemnifying Party alleging: (a) a breach of Indemnifying Party’s representations, warranties, or covenants set forth in this Agreement; (b) any act or omission of Indemnifying Party or any of its affiliates and each of their respective personnel, officers, directors, partners, shareholders, attorneys, third-party advisors, successors, and permitted assigns (its “Representatives”) (including any recklessness or willful misconduct) in connection with Indemnifying Party’s use of the Services; (c) any bodily injury, death of any person, or damage to real or tangible personal property caused by the willful or negligent acts or omissions of Indemnifying Party or any of its Representatives; and (d) that any of Indemnifying Party’s intellectual property used in conjunction with the Services, including any videos created by Indemnifying Party on any Developer Games, Indemnifying Party’s trademarks or marketing materials, or that is embodied in such content, infringes upon any intellectual property right of a third party.
  8. Independent Contractor.  Social Seed and Creator or Agent, as applicable, are independent contractors and nothing in this Agreement shall be deemed or constructed as creating a joint venture, partnership, agency relationship, franchise, or business opportunity between the Parties. Neither Party, by virtue of this Agreement, will have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other Party.
  9. Force Majeure.  Social Seed shall not be liable or responsible to the Creator or Agent, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in providing the Services or fulfilling or performing any term of this Agreement, when and to the extent the failure or delay is caused by or results from acts beyond Social Seed’s control, including the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) requirements of Law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; and (h) strikes, labor stoppages or slowdowns, or other industrial disturbances. 
  10. Miscellaneous.  This Agreement is governed by and construed in accordance with the laws of the State of Ohio.  The Parties designate the courts located in Franklin County, Ohio as courts of proper jurisdiction and venue with respect to any action or controversy under the Agreement and waive any defenses to jurisdiction and venue with respect to any actions brought in such courts.  This Agreement is binding upon and inures to the benefit of and is enforceable by the Parties to this Agreement and their respective successors and assigns.  This Agreement constitutes the entire agreement of the Parties and supersedes any prior agreements and understandings, whether oral or written, between them with respect to the subject matter of this Agreement.  The headings of this Agreement are for convenience only and will not control or affect the meaning or construction of the provisions of this Agreement.  This Agreement may not be terminated, modified, or amended orally or by any course of conduct or usage of trade except by an agreement in writing duly executed by the Parties.  Any waiver of a breach of any provisions of this Agreement is limited to the particular breach and should not be deemed to be a continuing waiver of the same breach and should not be deemed a waiver of any other provision of this Agreement.  If any portion of this Agreement is determined to be unenforceable or invalid, the remainder of this Agreement remains binding and effective against all Parties and their respective successors and assigns.  All representations, warranties, covenants, and agreements in or under this Agreement, and in any other documents executed or delivered pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, survive the execution, delivery, and performance of this Agreement.  Creator agrees to execute, acknowledge or verify, and deliver any and all documents which may from time to time be reasonably requested by Social Seed to carry out the purpose and intent of this Agreement.

Date last updated: 10/10/2023

Version: 1


 CREATOR AND AGENCY TERMS 

This Creator and Agency Terms Agreement (the “Agreement”) is by and between you (“Creator”), an agent for Creator if agent and Creator agree to such relationship (“Agent”), and Social Seed, LLC, an Ohio limited liability company (“Social Seed” and each a “Party” and together, the “Parties”) as of the date executed (the “Effective Date”). This Agreement shall be considered to supplement the general Social Seed Terms of Use found here and the Privacy Policy found here, which shall also apply to the relationship between Social Seed and each of Creator and Agent.  BY CLICKING THE “AGREE” BUTTON, CREATOR OR AGENT, AS APPLICABLE, (A) ACKNOWLEDGES THAT CREATOR OR AGENT HAS READ AND UNDERSTANDS THIS AGREEMENT, (B) IS AUTHORIZED TO BIND ITSELF OR THE CREATOR COMPANY REPRESENTED HEREIN, AND (C) ACCEPTS THIS AGREEMENT AND AGREES THAT CREATOR OR AGENT IS LEGALLY BOUND BY ITS TERMS. For good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

  1. Services. Social Seed provides a web-based service that allows developers of Roblox games (“Developers” and “Developer Games”) to solicit and pay video content creators (“Creators”) to create and publish reviews of Developer Games (the “Services”). Subject to the terms and conditions of this Agreement, Social Seed hereby grants a limited license to use the Services. Pursuant to the way the Services are offered, Developers will be able to solicit and pay Creators to play, review, and publish video content related to the Developer Games on platforms such as YouTube and social media accounts. Creator hereby acknowledges that Social Seed may update or change its processes behind the Services at any time and that Creator’s sole options are to accept such processes or terminate this Agreement and its use of the Services.
  2. Fees and Payment.  Developers pay fees as agreed upon by the Parties and/or as a Developer agrees with a Creator for Creator-created content. Developers pay all such fees directly to Social Seed and Creator will receive payment from Social Seed for such content creation and publication under the Services from Social Seed. Creator acknowledges that Social Seed shall retain a portion of all fees to be paid to Creator under the Services and for Creator services. Payments shall be made to Creator using whichever payment method Social Seed uses at that time. Creator agrees to use any third-party payment processing provider that Social Seed may use for any given transaction, including, but not limited to, Stripe. Creator hereby acknowledges that Social Seed may update or change its payment terms, fees, or payment policies at any time and that Creator’s sole options are to accept such payment terms or terminate this Agreement and its use of the Services.
  3. Agent Terms. 
  4. In the event that Creator utilizes the services of an agent to assist Creator with facilitating the Services from Social Seed, each of Creator and Agent must (a) agree to these terms, (b) affirmatively select the other as agent or client, as applicable, through the Services, and (c) agree to agency fees through the Services. Agent fees shall be paid by Social Seed in compliance with the terms set forth in Section 2 and Agent agrees to all payment terms of Section 2. 
  5. Creator and Agent that have confirmed their relationship to Social Seed hereby agree to following: (a) Agent is authorized to act on behalf of Creator and (b) Agent is authorized to retain a portion of the fee to be paid to Creator through the Services. 
  6. Creator and Agent each hereby indemnify, defend, and hold harmless Social Seed and their officers, directors, employees, agents, affiliates, successors, and permitted assigns with regard to any dispute between Creator and Agent, with no limitations. Creator and Agent acknowledge that Social Seed would not offer the Services to Agent and Creator without agreeing to the terms of this Section 3. Social Seed acknowledges that the terms of this Section 3 do not apply to any Creator that has not affirmatively confirmed relationship with any agent. 
  7. Term and Termination. The term of this Agreement commences on the date Creator or Agent clicks to accept these Terms and continues until it is terminated pursuant to the terms of this Agreement or applicable law (the “Term”). Any Party may terminate this Agreement at any time and for any reason by giving written notice to the other Party. Termination will be effective on the later to occur of either the other Party’s receipt of notice of termination or such other later date (if any) set forth in such termination Notice. 

Trademarks.  Each Party acknowledges that the other party is the exclusive owner of all right, title, and interest in and to its name and all trade names, trademarks, symbols, and logos (collectively, the “Marks”) used in connection with marketing its products and services.  Each Party shall in no way infringe upon, harm, or contest the rights of the other Party’s name or Marks, or any other intellectual property rights of the other Party except as expressly provided herein. All use of any of the Marks, and any goodwill accruing to the non-owner as a consequence of any permitted use thereof, shall inure to the benefit of owning Party.  Social Seed is granted the non-exclusive, limited license to display the Marks of Creator in connection with offering the Services. Creator is granted the non-exclusive, limited license to display the Marks of Social Seed in connection with using the Services; provided, however, that Creator shall discontinue the display or use of any such Mark or change the manner in which such Mark is displayed or used, when requested to do so by Social Seed, and shall discontinue all use of the Social Seed Marks upon termination.

  1. Intellectual Property of Developer Games. Creator is hereby granted a limited license from Developer to any Developer Games, as well as any additional submitted content related to such Developer Games, that Developer and Creator agree that Creator is to play, review, and create video content for under the Services. By accepting such license, Creator acknowledges that the license is limited solely to the foregoing, and that it does not own any Developer Games and will not sell access to any Developer Games. 
  2. No Subversion of Services. Creator and Agent hereby independently acknowledge and agree that it will not use the Services to solicit payment from any Developer without utilizing the payment processing of Social Seed, either during initial interactions with a Developer or with any Developer it has previously created content for under the Services. 
  3. Representations and Warranties. 
  4. Creator’s and Agent’s Representations and Warranties. Creator and Agent each independently represent and warrant to Social Seed that: (a) it, and the person assenting to these Terms on such Party’s behalf, has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution, delivery, and performance of this Agreement by Social Seed will not violate, conflict with, require consent under, or result in any breach or default under (i) any of such Party’s organizational documents, (ii) any applicable Law, or (iii) with or without notice or lapse of time or both, the provisions of any other agreements; (c) this Agreement has been executed and delivered by such Party and constitutes the legal, valid, and binding obligations of such Party, enforceable against such Party in accordance with its terms; (d) it is in compliance with all applicable laws and other agreements relating to this Agreement and the operation of its business (including all loan covenants and other financing obligations to which it is subject);  (e) such Party’s use of the Services and all Developer Games shall be in substantial compliance with all state and federal laws and regulations; (f) it will at all times comply with all laws and regulations applicable to this Agreement, such Party’s operation of its business, and the exercise of its rights and performance of its obligations hereunder; and (g) has obtained and will maintain all permits and licenses necessary for the exercise of its rights and performance of such Party’s obligations under this Agreement.  
  5. Social Seed’s Representations and Warranties. SOCIAL SEED, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD-PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOCIAL SEED, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, OR CONTENT OF THE SERVICES. SOCIAL SEED MAKES NO WARRANTY THAT ITS SERVICES WILL LEAD TO DEVELOPERS HIRING CREATOR TO MAKE REVIEWS OF ANY DEVELOPER GAMES OR ANY PROFITABILITY FROM THE SERVICES. THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS OR YOUR USE OF THIS SITE OR THE SERVICES. All additional warranties and disclaimers set forth on the general Social Seed Terms of Use shall also apply to this Agreement.
  6. Limitation of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SOCIAL SEED OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO ANY CLAIM RELATED TO THE SERVICES, THE USE OF OR INABILITY TO USE THE SERVICES AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF SOCIAL SEED OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF DAMAGES WILL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.  ANY CAUSE OF ACTION OR CLAIM LICENSEE MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. 
  7. Indemnification.  Subject to the terms and conditions of this Agreement, each of Creator and Agent independently (as “Indemnifying Party”) shall indemnify, defend, and hold harmless Social Seed and their officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interests, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees, the costs of enforcing any right to indemnification under this Agreement, and the costs of pursuing any insurance providers, incurred by any Indemnified Party (collectively, “Losses”), relating to any third-party claim or any direct claim against Indemnifying Party alleging: (a) a breach of Indemnifying Party’s representations, warranties, or covenants set forth in this Agreement; (b) any act or omission of Indemnifying Party or any of its affiliates and each of their respective personnel, officers, directors, partners, shareholders, attorneys, third-party advisors, successors, and permitted assigns (its “Representatives”) (including any recklessness or willful misconduct) in connection with Indemnifying Party’s use of the Services; (c) any bodily injury, death of any person, or damage to real or tangible personal property caused by the willful or negligent acts or omissions of Indemnifying Party or any of its Representatives; and (d) that any of Indemnifying Party’s intellectual property used in conjunction with the Services, including any videos created by Indemnifying Party on any Developer Games, Indemnifying Party’s trademarks or marketing materials, or that is embodied in such content, infringes upon any intellectual property right of a third party.
  8. Independent Contractor.  Social Seed and Creator or Agent, as applicable, are independent contractors and nothing in this Agreement shall be deemed or constructed as creating a joint venture, partnership, agency relationship, franchise, or business opportunity between the Parties. Neither Party, by virtue of this Agreement, will have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other Party.
  9. Force Majeure.  Social Seed shall not be liable or responsible to the Creator or Agent, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in providing the Services or fulfilling or performing any term of this Agreement, when and to the extent the failure or delay is caused by or results from acts beyond Social Seed’s control, including the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) requirements of Law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; and (h) strikes, labor stoppages or slowdowns, or other industrial disturbances. 
  10. Miscellaneous.  This Agreement is governed by and construed in accordance with the laws of the State of Ohio.  The Parties designate the courts located in Franklin County, Ohio as courts of proper jurisdiction and venue with respect to any action or controversy under the Agreement and waive any defenses to jurisdiction and venue with respect to any actions brought in such courts.  This Agreement is binding upon and inures to the benefit of and is enforceable by the Parties to this Agreement and their respective successors and assigns.  This Agreement constitutes the entire agreement of the Parties and supersedes any prior agreements and understandings, whether oral or written, between them with respect to the subject matter of this Agreement.  The headings of this Agreement are for convenience only and will not control or affect the meaning or construction of the provisions of this Agreement.  This Agreement may not be terminated, modified, or amended orally or by any course of conduct or usage of trade except by an agreement in writing duly executed by the Parties.  Any waiver of a breach of any provisions of this Agreement is limited to the particular breach and should not be deemed to be a continuing waiver of the same breach and should not be deemed a waiver of any other provision of this Agreement.  If any portion of this Agreement is determined to be unenforceable or invalid, the remainder of this Agreement remains binding and effective against all Parties and their respective successors and assigns.  All representations, warranties, covenants, and agreements in or under this Agreement, and in any other documents executed or delivered pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, survive the execution, delivery, and performance of this Agreement.  Creator agrees to execute, acknowledge or verify, and deliver any and all documents which may from time to time be reasonably requested by Social Seed to carry out the purpose and intent of this Agreement.

Date last updated: 10/10/2023

Version: 1