Terms of Service

For Smoozers

Effective Date: October 16, 2026

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Shmoozer Inc., a Delaware corporation ("Company," "we," "us," or "our"). These Terms govern your access to and use of the Platform as a Smoozer, including your Smoozer Page and Smoozer Offerings, and your participation in the Referral Program described in Section 11 below and in the Earnings Schedule, including before you are approved as a Smoozer. In these Terms, "you" refers to you in your capacity as a Smoozer, as a Referral Participant, or both, as the context requires. References to "the Company" refer only to Shmoozer Inc.

By clicking "I Agree," completing the onboarding process, or otherwise accessing or using the Platform as a Smoozer, or by participating in the Referral Program before or after the Launch Date, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Platform as a Smoozer. You must accept these Terms before participating in the Referral Program, including through a Prelaunch Account, offering Smoozer Offerings, or receiving Referral Commissions.

These Terms incorporate by reference our Privacy Policy, the Smoozer Earnings Schedule posted in the Portal (the "Earnings Schedule"), and all platform Policies (including Safety Standards, Community Guidelines, and the Company's Handbook), each as updated from time to time. The Earnings Schedule describes the business terms of your participation on the Platform, including the formats of Smoozer Offerings the Platform supports, the revenue share and treatment of Processing Fees, payout methods and timing, and the terms of the Referral Program, including Referral Commissions. In the event of a conflict, these Terms control over the Earnings Schedule and the Policies, except that: (a) the Earnings Schedule controls with respect to the specific percentages, rates, amounts, and timing they set out; and (b) payment processor requirements control where Stripe, PayPal, Venmo, Apple, or Google terms apply.

2. Definitions

The following terms have the meanings set forth below:

"Connected Talk Time" means the actual duration of a voice or video call during which both the Smoozer and User are connected, measured in seconds.

"Content" means any text, images, audio, video, or other materials submitted, posted, or transmitted through the Platform.

"Smoozer" means an individual who has been approved by the Company under Section 4 to offer Smoozer Offerings through the Platform.

"Smoozer Offering" means a paid offering that a Smoozer makes available to Users through the Platform, such as access to audio calls, video calls, or Messages with the Smoozer, in each case in a format supported by the Platform and described in the Earnings Schedule.

"Smoozer Page" means the public profile page or link through which Users may view a Smoozer's profile and purchase that Smoozer's Smoozer Offerings.

"Earnings" means your share of Net Revenue from your Smoozer Offerings, calculated as described in the Earnings Schedule. For clarity, Earnings do not include Referral Commissions.

"Earnings Schedule" has the meaning given in Section 1. Although it is titled an "Earnings" Schedule, it also governs Referral Commissions, which are not Earnings.

"Launch Date" means the date on which the Company first makes the Smoozer dashboard in the Portal, Smoozer Pages, and Smoozer Offerings, as described in these Terms, generally available through the Platform, as determined by the Company and announced on the Platform or by email.

"Messages" means text-based communications sent through the Platform's in-app messaging feature.

"Net Revenue," "Platform Fee," and "Processing Fees" have the meanings given in the Earnings Schedule.

"Payout Account" means the account you link through a Payout Provider for receipt of Earnings and Referral Commissions.

"Payout Provider" means Stripe (through Stripe Connect), PayPal, Venmo, or any other third-party payout service that the Company makes available for receiving Earnings and Referral Commissions.

"Platform" means the Company's mobile application, website, Portal, and related technology infrastructure.

"Policies" means the Community Guidelines, Safety Standards, Company's Handbook, and any other policies published by the Company and incorporated by reference.

"Prelaunch Account" means the limited account available to Referral Participants before the Launch Date, which provides access to a referral dashboard and information about the anticipated launch, but not to Smoozer Pages or Smoozer Offerings.

"Prohibited Referral Activity" has the meaning given in the Earnings Schedule.

"Qualifying Referral" has the meaning given in the Earnings Schedule.

"Referral Commission" means a commission payable to you under the Referral Program, equal to a share of the Platform Fee on the Net Revenue from a Qualifying Referral's Smoozer Offerings, calculated as described in the Earnings Schedule.

"Referral Link" means the unique referral link or code that the Company issues to you for use in the Referral Program.

"Referral Participant" means any individual to whom the Company has issued a Referral Link, whether or not that individual has been approved as a Smoozer.

"Referral Program" means the program described in Section 11 and the Earnings Schedule, under which eligible participants may earn Referral Commissions for referring new Smoozers to the Platform.

"Referred Smoozer" means an individual who signs up for the Platform through your Referral Link.

"Services" means, for purposes of these Terms, the Smoozer Offerings and related interactions you provide to Users through the Platform, including voice calls, video calls, and Messages.

"Portal" means the online portal, including your account dashboard, through which Smoozers and Referral Participants manage their accounts, view their Earnings, referrals, and Referral Commissions, and access the Earnings Schedule.

"User" means an individual who accesses the Platform to purchase or receive Smoozer Offerings from Smoozers.

3. Your Relationship with the Company

3.1 Nature of Relationship

You and Shmoozer Inc. are independent parties. You are not an employee, agent, partner, joint venturer, franchisee, or legal representative of Shmoozer Inc. Nothing in these Terms creates an employment relationship, partnership, joint venture, or agency relationship between you and Shmoozer Inc.

3.2 Autonomy and Control

You retain complete discretion over when and whether to make yourself available on the Platform. Subject to the Platform's available functionality, these Terms, the Earnings Schedule, and the Policies, you determine which Smoozer Offerings you make available, the rates you charge for them, whether you offer audio calls, video calls, Messages, or a combination, and the hours during which you are available to Users. You are free to accept or decline interactions with Users and may block a User at any time. Subject to the Platform's available functionality, you may set minimum billable call durations and maximum call durations, which must be disclosed to Users before purchase, as further described in the Earnings Schedule. You have no obligation to work any minimum number of hours, and Shmoozer Inc. does not guarantee any minimum number of Users, purchases, calls, Earnings, Qualifying Referrals, or Referral Commissions. You may provide services through other platforms or engage in other business activities.

3.3 Platform Rules

While you control the manner and means of providing Services, you agree to comply with the platform rules, Policies, quality standards, and safety requirements established by the Company. These standards exist to ensure a consistent, safe, and positive experience for Users and Smoozers and do not convert your relationship into an employment relationship.

3.4 No Benefits

You are not entitled to any employee benefits, including health insurance, retirement benefits, paid leave, unemployment insurance, or workers' compensation coverage from Shmoozer Inc. You are solely responsible for obtaining any such benefits independently.

3.5 Equipment and Expenses

You are responsible for providing your own device (smartphone, tablet, or computer), internet connection, and any other equipment necessary to access the Platform and provide Services. You bear all costs associated with such equipment, internet service, and any other expenses incurred in connection with your activities on the Platform.

3.6 Audience and Promotion

You are solely responsible for promoting your Smoozer Page and Smoozer Offerings to your own audience. The Company does not market or promote individual Smoozers or Smoozer Offerings. The Company may make Smoozers searchable on the Platform, but the Company does not guarantee that any User will find or purchase your Smoozer Offerings, and the Company determines the order and manner in which Smoozers appear in search results. When promoting your Smoozer Page or Smoozer Offerings, you must comply with these Terms, the Policies, and applicable law, and you must not make false or misleading statements about the Company, the Platform, or what Users will receive.

4. Eligibility and Onboarding

4.1 Eligibility Requirements

To become a Smoozer, you must: (a) be at least eighteen (18) years of age; (b) be located in the United States; (c) have the legal right to work in the United States; (d) have the legal capacity to enter into a binding agreement; and (e) not be prohibited from providing Services under applicable law. Referral Participants who are not yet approved as Smoozers must satisfy requirements (a), (b), and (d).

4.2 Onboarding Process

Before you can offer Smoozer Offerings, you must successfully complete our onboarding process, which includes identity and age verification. Approval is at the Company's sole discretion. You may create a Prelaunch Account and participate in the Referral Program before completing onboarding, but you may not offer Smoozer Offerings until you have completed onboarding and been approved as a Smoozer.

4.3 Profile Information

You agree to provide accurate, current, and complete information during onboarding and to maintain the accuracy of your profile and Smoozer Page. You can choose whether your display name or legal first name will be visible to Users. You may use a pseudonym as your display name, but you may not impersonate others or mislead Users about your identity, credentials, or affiliation. Misrepresentation of your identity, qualifications, or background may result in immediate removal from the Platform.

5. Scope of Services

5.1 Service Description

As a Smoozer, you offer Users paid access to interact with you through the Platform, such as through audio calls, video calls, and Messages, by means of the Smoozer Offerings you choose to make available. Users may find you through your Smoozer Page, through links you share with your audience, or by searching the Platform.

5.2 Not Professional Services

YOU ARE NOT PROVIDING AND MAY NOT HOLD YOURSELF OUT AS PROVIDING THERAPY, COUNSELING, MEDICAL ADVICE, LEGAL ADVICE, FINANCIAL ADVICE, OR ANY OTHER LICENSED PROFESSIONAL SERVICE. You must not represent yourself as a licensed professional of any kind in connection with the Services.

5.3 Compliance with Laws; Opinions and Advice

You are solely responsible for ensuring that your Smoozer Offerings, and any information, opinions, guidance, or advice you provide to Users, comply with all applicable laws and regulations, including any professional licensing, certification, disclosure, advertising, and consumer protection requirements that apply to you or to the subject matter of your Smoozer Offerings. Without limiting its monitoring and enforcement rights under Section 8, the Company does not verify the accuracy or professional compliance of information, opinions, guidance, or advice you provide and is not responsible for any information, opinions, guidance, or advice you provide. Any opinions you share are your own and not those of the Company, and you should encourage Users to consult qualified professionals for matters requiring professional expertise.

5.4 Crisis Situations

THE PLATFORM IS NOT DESIGNED FOR EMERGENCY OR CRISIS SITUATIONS. If a User indicates they are in crisis, experiencing a medical emergency, or having thoughts of self-harm or suicide, you must: (a) encourage them to contact emergency services (911) or the 988 Suicide and Crisis Lifeline; (b) not attempt to provide crisis intervention or counseling; and (c) you may end the interaction if you believe it is appropriate to do so. You should report such incidents through the Platform's reporting feature.

5.5 Permitted Smoozer Offerings

Smoozer Offerings, and all calls, video, Messages, and other interactions with Users, must consist of conversation and interaction consistent with these Terms and the Policies. Nudity is strictly prohibited in all video calls, images, Content, and other interactions on the Platform. You may not create, describe, price, or promote any Smoozer Offering, Smoozer Page, or related material that involves, depicts, or suggests sexual content or services, nudity, or "cam"-style or other adult performances, or any other content or conduct prohibited by Section 6.2. Descriptions of your Smoozer Offerings must accurately describe what Users will receive. The Company may review, reject, remove, or require changes to any Smoozer Offering, Smoozer Page, or pricing description, and may suspend or terminate your account under Section 15.2, if the Company determines, in its sole discretion, that it violates these Terms or the Policies, constitutes misconduct, or poses a risk to Users or the Platform.

6. Conduct Standards

6.1 General Standards

You agree to conduct yourself professionally, respectfully, and in compliance with all applicable laws and these Terms. You are solely responsible for your interactions with Users and for all Content you create or transmit through the Platform.

6.2 Prohibited Conduct

You agree not to engage in any of the following:

1. (a)Harassing, threatening, intimidating, or bullying any User or other Smoozer;
2. (b)Engaging in or soliciting any sexual, obscene, or pornographic content or conduct, or any nudity (including through any Smoozer Offering, Smoozer Page, video call, or promotional material), particularly any content involving minors;
3. (c)Using hate speech or discriminatory language based on race, ethnicity, national origin, religion, gender, sexual orientation, disability, or any other protected characteristic;
4. (d)Engaging in discriminatory conduct;
5. (e)Soliciting or engaging in illegal activities of any kind;
6. (f)Soliciting Users to pay you outside the Platform in place of purchasing Smoozer Offerings (see Section 9.1);
7. (g)Attempting to arrange in-person meetings with Users;
8. (h)Recording, capturing, or distributing any portion of calls or communications, whether on or outside of the Platform, except as permitted by applicable law;
9. (i)Disclosing or "doxxing" the personal information of any User;
10. (j)Impersonating any person or misrepresenting your identity, qualifications, or affiliation;
11. (k)Engaging in scams, fraud, or deceptive practices;
12. (l)Soliciting Users for off-platform services, products, or investments;
13. (m)Using any automated means to access the Platform;
14. (n)Engaging in any Prohibited Referral Activity; or
15. (o)Violating any applicable law, regulation, or these Terms.

6.3 Enforcement

Violations of these conduct standards, or any other conduct that the Company determines, in its sole discretion, constitutes misconduct, may result in warnings, temporary suspension, or permanent removal from the Platform, at the Company's sole discretion. The severity of consequences will depend on the nature and frequency of violations.

7. Safety, Reporting, and Cooperation

7.1 Reporting

You may report Users who engage in inappropriate conduct, violate the User Terms of Service, or pose safety concerns through the Platform's reporting feature. We encourage you to report any conduct that makes you feel unsafe or uncomfortable.

7.2 Cooperation with Investigations

You agree to cooperate with any investigation conducted by the Company or law enforcement regarding conduct on the Platform. This includes providing truthful information, responding to inquiries, and not interfering with or obstructing investigations.

7.3 No Retaliation

You must not retaliate against any User who reports you or cooperates with an investigation. Retaliation is a serious violation and may result in immediate removal from the Platform.

7.4 Safety-Based Removal

We reserve the right to immediately remove your access to the Platform if we reasonably believe your continued presence poses a risk to the safety of Users, other Smoozers, or the Platform.

8. Calls, Message Retention, and Monitoring

8.1 No Call Recording

The Company does not record the audio or video content of calls conducted through the Platform. The Company does collect and process information about calls, such as call times, duration, and Connected Talk Time, for billing, safety, enforcement, and the other purposes described in our Privacy Policy. You may not record calls except as permitted by Section 6.2(h).

8.2 Message Retention

Messages are stored in encrypted form. BY USING THE PLATFORM, YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY RETAINS MESSAGES for safety, quality control, dispute resolution, legal compliance, and enforcement purposes, and deletes Messages and related metadata from its active systems promptly after you permanently delete your account, subject to the retention exceptions and limited backup retention described in our Privacy Policy.

8.3 Monitoring and Automated Review

The Company may monitor and review Messages, including through automated tools and artificial intelligence systems, to ensure compliance with these Terms and the Policies, maintain the quality of the Platform, and protect the safety of Users and Smoozers. This includes reviewing content for profanity, abuse, bullying, sexual harassment, solicitation of prohibited off-platform payments, and other inappropriate conduct. The Platform may automatically detect and flag Messages that appear to contain personal or contact information and may notify you or the User when such information is shared.

8.4 Access and Disclosure

While we take reasonable measures to protect the privacy of communications, Messages and other communications on the Platform are not absolutely confidential and may be accessed or disclosed: (a) in response to reports or complaints; (b) to comply with legal obligations or valid legal process; (c) to protect the safety of any person; (d) to enforce these Terms or the Policies; (e) to investigate potential violations; or (f) as otherwise described in our Privacy Policy. We reserve the right to disclose any Smoozer Content or communications to law enforcement if we believe it is necessary to protect User safety or comply with legal obligations.

9. Messaging and Communications

9.1 Messaging Feature

The Platform provides in-app messaging functionality for communication with Users, which may be offered as part of your paid Smoozer Offerings. All messaging must comply with these Terms and the Policies. You may promote your Smoozer Page to your existing audience through your own social media accounts and other channels, and you may display your public social media handles on your Smoozer Page to the extent the Platform supports it. You and Users may voluntarily exchange contact information and communicate outside the Platform at your own risk. The Company does not control those communications. However, you may not use Messages, calls, or other Platform features to solicit Users to pay you outside the Platform in place of purchasing Smoozer Offerings.

10. Earnings and Payouts

10.1 Revenue Share and Earnings

For each Smoozer Offering purchased by a User, the Company will charge the Platform Fee, and you will earn the remaining Net Revenue from that purchase, in each case at the percentages, and after deduction of the Processing Fees, described in the Earnings Schedule. The Company may reduce the Platform Fee as described in the Earnings Schedule. Earnings are generated when the Company receives the User's payment and become payable as described in Section 10.3. You do not earn for time on the Platform that is not part of a paid Smoozer Offering, such as time spent waiting or browsing, or calls where no connection is established.

10.2 Pricing and Payments

You set the rates for your Smoozer Offerings, subject to Section 3.2 and the Earnings Schedule. The Company (or its payment processors) collects all amounts paid by Users for Smoozer Offerings, and you have no entitlement to amounts paid by Users except through your Earnings. Users' purchases, cancellations, and refunds are governed by the User Terms of Service.

10.3 Payout Schedule

Earnings become available for payout on the timeline described in the Earnings Schedule. Payouts are made to your Payout Account through the Payout Provider you select. You are responsible for ensuring your Payout Account information is accurate and current.

10.4 Payout Providers and Fees

To receive Earnings, you must select a Payout Provider made available by the Company (currently Stripe, through Stripe Connect, PayPal, and Venmo), complete that Payout Provider's onboarding, and link a valid Payout Account. Your use of a Payout Provider is subject to that provider's own terms, including, as applicable, the Stripe Connected Account Agreement (which includes the Stripe Terms of Service) the PayPal User Agreement, and the Venmo User Agreement. You are solely responsible for all fees charged by your Payout Provider, including fees to transfer funds to your bank account, which will reduce the amount you ultimately receive. The Company is not responsible for any Payout Provider's fees, processing, or any delays or errors caused by a Payout Provider.

10.5 Refunds, Chargebacks, and Corrections

If a User's payment for a Smoozer Offering is refunded, charged back, reversed, or otherwise not retained by the Company, the Net Revenue from that payment will be adjusted to reflect the amount refunded, charged back, reversed, or otherwise not retained, and your Earnings and any related Referral Commissions will be recalculated using the applicable percentages, and any associated chargeback or dispute fees will be allocated as described in the Earnings Schedule. If you block a User, the Company will refund the unused prepaid value of that User's Smoozer Offerings with you. Refunds are issued in accordance with the User Terms of Service. We also reserve the right to correct any errors in Earnings calculations, including overpayments and underpayments. If an affected amount has already been paid to you, we may offset it against future Earnings or request repayment. Any adjustment to the Net Revenue from a Referred Smoozer's Smoozer Offerings will result in a corresponding adjustment to the Referral Commissions calculated on that Net Revenue, and no refund, chargeback, fee, or correction will be deducted more than once.

10.6 Withholding and Offset

We may withhold, suspend, or offset Earnings in the following circumstances: (a) suspected fraud, Prohibited Referral Activity, or policy violations pending investigation; (b) duplicate or erroneous payments; (c) chargebacks or payment disputes attributable to your conduct; (d) amounts owed to the Company under these Terms; or (e) as required by law or legal process. We will not arbitrarily withhold Earnings and will provide notice where reasonably practicable.

11. Referral Program

The Company may offer a Referral Program through which eligible participants may earn Referral Commissions for referring new Smoozers to the Platform. The terms of the Referral Program, including eligibility, Qualifying Referrals, Referral Commissions, promotion and disclosure requirements, Prohibited Referral Activity, clawback, and the effect of termination, are set out in the Earnings Schedule. By participating in the Referral Program, you agree to the Earnings Schedule. These Terms, including Sections 3, 10.4 through 10.6, 12, and 15 through 22, also apply to your participation in the Referral Program.

12. Taxes and Compliance

12.1 Tax Responsibility

You are solely responsible for all federal, state, and local taxes arising from your Earnings and Referral Commissions, including income taxes, self-employment taxes, and any other applicable taxes. The Company does not withhold taxes from your Earnings or Referral Commissions except as required by law.

12.2 Tax Documentation

You must provide a completed IRS Form W-9 (or successor form) as part of onboarding or before receiving any Referral Commission. The Company will issue IRS Form 1099-NEC (or other applicable form) for Earnings and Referral Commissions above the threshold required by law. You are responsible for maintaining accurate tax records and filing all required tax returns.

12.3 Withholding

If you fail to provide a valid W-9 or if we are otherwise required by law to withhold taxes, we may withhold the required amounts from your Earnings or Referral Commissions.

13. Confidentiality and User Data

13.1 User Information

In the course of providing Services, you may receive personal information about Users. You agree to keep all User information confidential and to use it solely for the purpose of providing Services through the Platform or communicating with the User with their consent as permitted by Section 9.1. You must not disclose, sell, share, or use User information for any other purpose.

13.2 Prohibited Activities

You must not: (a) scrape, extract, or collect User data from the Platform; (b) use User information for marketing, solicitation, or any off-platform purpose other than communications permitted by Section 9.1; (c) share User information with third parties; or (d) retain User information after your access to the Platform ends.

13.3 Return of Information

Upon termination of your access to the Platform, you must delete any User information in your possession and certify such deletion upon request.

14. Intellectual Property

14.1 Platform License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for the purpose of providing Services and participating in the Referral Program. This license does not include any right to sublicense, modify, or create derivative works.

14.2 Smoozer Content License and Representations

1. (a)License Grant. You retain ownership of any content you submit, post, upload, or transmit through the Platform, including profile information, Smoozer Page content, descriptions of Smoozer Offerings, messages, video, audio, voice recordings, and image content ("Smoozer Content"). By providing Smoozer Content, you hereby grant the Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Smoozer Content in connection with the operation, maintenance, promotion, and improvement of the Services, including displaying your Smoozer Page and Smoozer Offerings to Users and the public. This license includes the right to use Smoozer Content for internal business purposes, such as training our algorithms, quality control, improving safety protocols, and ensuring legal compliance. This license is subject to any applicable restrictions and limitations on the use of Smoozer Content in our Privacy Policy.
2. (b)Representations and Warranties. You represent and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all Smoozer Content in the manner contemplated by the Services and these Terms; and (ii) your Smoozer Content does not infringe, misappropriate, or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

14.3 Restrictions

You may not: (a) copy, modify, distribute, sell, or lease any part of the Platform; (b) reverse engineer, decompile, or attempt to extract the source code of the Platform; (c) remove any copyright, trademark, or other proprietary notices; (d) use the Platform to build a competitive product or service; (e) use any automated means, including bots or scrapers, to access the Platform; or (f) use the Platform in any manner not expressly authorized by these Terms.

14.4 Feedback

If you provide any feedback, suggestions, or ideas regarding the Platform, you grant us an unrestricted, perpetual, irrevocable, non-exclusive, royalty-free right to use such feedback for any purpose without compensation or attribution.

15. Termination and Suspension

15.1 Termination by You

You may terminate your participation on the Platform at any time by deleting your account through the app or contacting us at support@smoozer.com to close your account. Any pending Earnings and accrued Referral Commissions will be paid according to the regular payout timeline, subject to any applicable withholding. The effect of termination on Referral Commissions is described in the Earnings Schedule.

15.2 Termination or Suspension by the Company

We may suspend or terminate your access to the Platform at any time, with or without cause, and with or without notice. We may immediately terminate your access for cause, including: (a) violation of these Terms or the Policies; (b) harassment, threats, or other harmful conduct toward Users or others; (c) diverting or attempting to divert paid interactions off the Platform in violation of Section 9.1; (d) fraud, misrepresentation, or illegal activity; (e) any other conduct that the Company determines, in its sole discretion, constitutes misconduct; or (f) any conduct that poses a risk to the safety of Users or the Platform.

15.3 Effect of Termination

Upon termination: (a) your license to use the Platform immediately terminates; (b) you must cease all use of the Platform; (c) you must delete any User information in your possession; and (d) any provisions that by their nature should survive will survive, including Sections 3, 10.5, 10.6, 12, 13, 14, 16, 17, 18, 19, 20, and 22, and the provisions of the Earnings Schedule relating to clawback, offset, and Referral Commissions after termination.

15.4 Earnings and Referral Commissions Upon Termination

If you are terminated without cause, any accrued Earnings and Referral Commissions will be paid according to the regular payout timeline. If you are terminated for cause, we reserve the right to withhold pending Earnings and Referral Commissions where we have a good-faith basis to believe such amounts were obtained through conduct that violated these Terms or the Policies. The effect of termination on future Referral Commissions is described in the Earnings Schedule.

16. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT THAT: (A) THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (B) ANY DEFECTS WILL BE CORRECTED; (C) YOU WILL RECEIVE ANY MINIMUM NUMBER OF USERS, PURCHASES, CALLS, EARNINGS, QUALIFYING REFERRALS, OR REFERRAL COMMISSIONS; (D) ANY PARTICULAR USER WILL BE AVAILABLE OR SUITABLE; OR (E) ANY PARTICULAR OUTCOME WILL RESULT FROM YOUR PARTICIPATION ON THE PLATFORM.

YOU PARTICIPATE ON THE PLATFORM AT YOUR OWN RISK. THE COMPANY IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER.

17. Limitation of Liability

17.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, EARNINGS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR PARTICIPATION ON THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR PARTICIPATION ON THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) ONE HUNDRED U.S. DOLLARS ($100); OR (B) THE TOTAL EARNINGS AND REFERRAL COMMISSIONS PAID TO YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

17.3 Basis of the Bargain

THE LIMITATIONS IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU. ACCESS TO THE PLATFORM WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

18. Indemnification

You agree to indemnify, defend, and hold harmless Shmoozer Inc. and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your provision of Services, your Smoozer Offerings (including their descriptions and pricing), or your conduct on the Platform; (b) your violation of these Terms or the Policies; (c) your violation of any rights of any third party, including any User; (d) any Content you create or transmit; (e) any tax liability or obligation arising from your Earnings or Referral Commissions; (f) any claim that you are or should be classified as an employee; (g) any dispute between you and any User; (h) any failure of your Smoozer Offerings or the information, opinions, or advice you provide to comply with applicable law (see Section 5.3); or (i) your participation in the Referral Program, including your promotional activities and any failure to comply with the promotion and disclosure requirements in the Earnings Schedule.

19. Dispute Resolution

19.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at support@smoozer.com and attempt to resolve any dispute informally for at least thirty (30) days.

19.2 Binding Arbitration

IF WE CANNOT RESOLVE A DISPUTE INFORMALLY, YOU AND THE COMPANY AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS (INCLUDING THE EARNINGS SCHEDULE) OR YOUR PARTICIPATION ON THE PLATFORM SHALL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, rather than in court, except that either party may bring an individual action in small claims court if the claim qualifies. YOU UNDERSTAND AND AGREE THAT YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY.

19.3 Arbitration Procedures

Arbitration shall be conducted by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in English, and the seat of arbitration shall be Wilmington, Delaware. The arbitrator shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including whether a claim is subject to arbitration. The arbitrator's decision shall be final and binding.

19.4 Mass Arbitration Procedures

If twenty-five (25) or more similar claims are filed against the Company within a sixty (60) day period by the same law firm or group of coordinated law firms, or are otherwise coordinated ("Mass Filing"), the parties agree that such claims shall be subject to a bellwether and batching process. Specifically, the parties shall randomly select up to ten (10) claims to proceed first as bellwether cases, with all other claims stayed pending resolution of the bellwethers. Following resolution of the bellwether cases, the parties shall engage in mediation. If mediation is unsuccessful, claims shall proceed in batches of no more than fifty (50) at a time. The AAA's fees and procedures for mass arbitrations shall apply.

19.5 Class Action Waiver

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class, collective, or representative proceeding. If this class action waiver is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

19.6 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

20. Governing Law; Venue

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. For any claims not subject to arbitration, you agree to submit to the exclusive personal jurisdiction of the state and federal courts located in New Castle County, Delaware.

21. Changes to Terms

21.1 Changes to These Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by posting the revised Terms on the Platform and updating the "Effective Date" above, and we may also notify you by email or through the application. Your continued participation on the Platform following any such modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Platform. Changes to the Referral Program are also subject to Section 21.2 and the Earnings Schedule.

21.2 Changes to the Earnings Schedule

The share of the Platform Fee paid as Referral Commissions will remain fifty percent (50%). The Company may update the Earnings Schedule from time to time by posting the updated Earnings Schedule in the Portal and updating the "Last Updated" date. If an update would reduce your percentage of Net Revenue (including by increasing the Platform Fee), reduce the Platform Fee (which reduces Referral Commissions), shorten a Commission Period (as defined in the Earnings Schedule), lengthen the time before Earnings or Referral Commissions become available for payout, or change payout practices or establish or increase a minimum payout amount in a manner that delays payment, the Company will provide you at least ten (10) days' advance notice through the Portal or by email before the update takes effect. Other updates take effect when posted, unless the update states otherwise. No update to the Earnings Schedule will apply retroactively to Earnings or Referral Commissions generated before the update takes effect, or reduce the share of the Platform Fee paid as Referral Commissions or shorten the Commission Period applicable to Qualifying Referrals made before the update takes effect, except as required by law. A reduction in the Platform Fee will apply to Referral Commissions on Net Revenue generated after the reduction takes effect, including for Qualifying Referrals made before the reduction. Your continued participation on the Platform after an update takes effect constitutes your acceptance of the updated Earnings Schedule. If you do not agree to an update, you must stop offering Smoozer Offerings and participating in the Referral Program before the update takes effect, and you may close your account under Section 15.1.

22. General Provisions

22.1 Entire Agreement

These Terms, together with the Earnings Schedule, the Privacy Policy, and the Policies incorporated by reference, constitute the entire agreement between you and the Company regarding the subject matter hereof and supersede all prior or contemporaneous communications and proposals.

22.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall continue in full force and effect.

22.3 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

22.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign or transfer these Terms, in whole or in part, without restriction.

22.5 Notices

We may provide notices to you via the Platform (including the Portal), email to the address associated with your account, or other reasonable means. You may provide notices to us by contacting us at support@smoozer.com or by mail at 8 The Green, Dover, DE, 19901, United States.

23. Contact Information

If you have any questions about these Terms, please contact us at:

Shmoozer Inc.

Mailing Address: 8 The Green, Dover, DE, 19901

Email: support@smoozer.com