TABLE OF CONTENTS

1. ACCEPTANCE OF TERMS

1.1. These Terms and Conditions (the “Terms”) govern the relationship between you and Oklamon Limited, a legal entity incorporated under the laws of the Republic of Cyprus, having its registered office at Florinis 7, Greg Tower, 2nd Floor, 1065, Nicosia, Cyprus ("we" "us" "our" or the "Company") regarding your use of the Company’s website and other services (the “Website” or the “Service”), including all textual, graphic, video, music, software and other content available through the Service (the “Content”).

1.2. Your access and use of the Service constitutes your agreement to be bound by these Terms, which establish a legally binding contractual relationship between you and the Company. For this reason, PLEASE READ THE TERMS CAREFULLY BEFORE USING THE SERVICE.

1.3. Please review also our Privacy Policy. The terms of the Privacy Policy and other supplemental terms, policies or documents that may be posted on the Service from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason.

1.4. Any translation from English version is provided for your convenience only. In the event of any difference in meaning or interpretation between the English language version of these Terms available at https://my.genesismcn.com/terms, and any translation, the English language version will prevail. The original English text shall be the sole legally binding version.

1.5. Genesis MCN may modify this Agreement from time to time and we will notify you by changing the “Last updated” date of these Terms. If the changes are material, such revised changes will only apply upon 3 (three) days from the date the notice of such change was posted on this page or otherwise provided to you, including, notified via email. Your continued services provision to the Company following such modifications shall constitute your consent to the modified Agreement.

1.6. IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS, OR IF YOU ARE NOT ELIGIBLE OR AUTHORIZED TO BE BOUND BY THESE TERMS, THEN DO NOT ACCESS OR USE THE WEBSITE AND THE SERVICE.

2. DEFINITIONS

2.1. System or Website allows: 1) connect social media accounts; 2) receive funds from Genesis MCN under this Terms; 3) access Genesis MCN services.

2.2. User means you, as an individual or a legal entity.

2.3. Platform is a software and hardware complex designed for storing, reproducing, distributing content, placing advertisements in it, and collecting statistical information, as well as providing the ability to use the content.

2.4. Channel(s) means the channel(s), profile(s), account(s) (set of certain web pages) on the Platform created or controlled by the Partner or where the Partner’s content is located, for example, YouTube channels, Facebook Pages and others. The list of the Channels for the purposes of this Agreement shall be indicated in the Account.

2.5. MCN Program means the functional capabilities offered to the Partner in relation to the content by means of the multi-channel network determined by the Parties.

2.6. Balance is the total summary information in the Account of your Income.

2.7. Income is your remuneration that is 1) accrued under the Terms, and/or 2) received from other Users to your Account Balance, and 3) can be paid using payment systems to your payment details specified in the respective withdrawal request.

3. ACCOUNT REGISTRATION

3.1. You may need to register an Account and provide certain information as prompted by the registration form. By registering the Account, you unconditionally (in full, without exceptions and/or additions) accept these Terms.

3.2. The Company reserves the right to suspend or terminate your Account, or your access to the Service or the System, with or without notice to you, if you breach these Terms. The Service may be modified, updated, interrupted, or suspended at any time without notice to you or our liability.

3.3. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify the Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

3.4. The Company has no obligation to provide you with customer support of any kind. However, the Company may provide you with customer support from time to time, at the Company's sole discretion.

4. PAYMENTS WITHIN THE SYSTEM

4.1. After registering the Account, you get access to the Balance used for tracking the amounts of Income that may be subsequently paid via System.

4.2. Upon accepting your withdrawal request, Genesis MCN will pay the requested amount to the payment details specified in such request.

4.3. For the purposes of Income payment, you may use one of the payment providers proposed in the Account. You confirm that you are familiar with and have accepted the terms and conditions of the payment provider chosen by you.

4.4. All expenses related to bank transfer (bank fees for transfer, conversion, etc.), as well as expenses incurred by Genesis MCN because of making a transfer using the payment provider proposed in the Account, fees, and taxes are deductible from your Income. You must pay independently all taxes imposed on you by the legislation of your registration. Genesis MCN pays the Income to you under clause 4.2. only if the requested amount is more or equal to your Balance and the amount due exceeds the minimum payment threshold of the payment provider selected by you. Information about the commissions of banks and payment providers as well as payment thresholds, which can be deducted from your Income, is reflected in the Account when choosing a particular method of Income payment.

4.5. The Company’s payment obligation shall be rendered fulfilled at the time funds are sent (withdrawn from the Company’s account) to the payment particulars provided by you in the withdrawal request.

4.6. The Company reserves the right to withhold any payments to you if: a) you owe the Company any amounts under these Terms; b) you perform fraudulent actions with the Channel, the Website or on the Platform that led to an unsubstantiated increase of the Income; c) the Channel is disconnected from the MCN Program and the Service in violation of these Terms; d) Channel demonetization; e) Channel is blocked on the Platform; f) violations of Platform terms of use; g) violations of these Terms. The Company may set off any Income against the amount owed by you for any additional services.

4.7. For security purposes, you agree that the payment of Income will not be carried out without passing the KYC procedure within Genesis MCN.

5. YOUR PAYMENTS TO THE COMPANY AND REFUNDS

5.1. The Company may offer you additional services for a fee. You can make a purchase directly through the System as a one-time payment or as a subscription to the maximum extent permitted by applicable laws, we may change the fees for the additional services at any time. We will give you reasonable in advance notice of any such pricing changes by posting the new prices on or through the Service and/or by sending you an email notification.

5.2. You authorize us to charge the applicable fees to the payment method that you submit.

5.3. Our Service may offer subscriptions that automatically renew. Unless you cancel your subscription before the end of the subscription period, you authorize us to charge you for the renewal term. The terms of the auto renewal and cancellation procedure will be disclosed to you on the Service. Subscriptions are governed by the Subscription Terms.

5.4. To the extent permitted by applicable law, Purchases made via our website are non-refundable and/or non-exchangeable, unless otherwise stated herein or required by applicable law.

6. INTELLECTUAL PROPERTY

6.1. Subject to these Terms, the Company grants you a non-transferable, non-exclusive, revocable license (without the right to sublicense) to use the Service solely for the purpose and as described in these Terms. You acknowledge that all the text, images, marks, logos, compilations (meaning the collection, arrangement, and assembly of information), data, other content, software, and materials displayed on the Service or used by the Company to operate the Service (including the content and excluding any User content (as defined below)) are proprietary to us or to the third parties.

6.2. By using the Services, you give the Company the right to use your name and logo in the Company’s marketing materials to identify you as our client for the purpose of advertising the Service.

7. THIRD PARTIES TERMS OF USE

The Company reports that the Service is using the YouTube API Service. Considering this, when using the Service, you accept the YouTube terms of use located at: https://www.youtube.com/t/terms and also consent to the collection, use, and storage of your personal data in accordance with the Google Privacy Policy located at: http://www.google.com/policies/privacy. You have the right to revoke your consent to the collection, use, and storage of their personal data at any time by clicking on the link https://security.google.com/settings/security/permissions.

8. CHANNELS AND REFERRALS

8.1. In your Account, you can connect the Channels to System and manage the Channels and Income. By accepting an invitation to join Genesis MCN partner network in YouTube Studio, you unconditionally accept License Agreement, which allows the Company to receive Income from Platform and make further payments to you.

8.2. In the Account you may authorize Genesis MCN to monetize your content, from the Channels or uploaded or linked directly in the Account, on various Platforms of your choice. By choosing the Platforms for monetization, you unconditionally accept License Agreement.

8.3. If your Channel does not meet the requirements for connecting to the MCN Program, the Company may at its discretion at any time with or without notice disconnect such Channel(s).

8.4. You agree the amount of your remuneration directly depends on the amounts that will be transferred by Platform to the Company.

8.5. You may participate in the Affiliate Program for the purpose of receiving a commission for connecting creators’ YouTube channels to Genesis MCN. By participating in the Affiliate Program, you unconditionally accept the Affiliate Program Terms.

9. USER REPRESENTATIONS AND RESTRICTIONS

9.1. By registering the Account and using the Service, you represent and warrant that:

9.1.1. you agree to comply with these Terms;

9.1.2. all required registration information you submit, including payment details, is truthful and accurate, and you will maintain the accuracy of such information;

9.1.3. you have the legal authority to accept these Terms on your behalf or on behalf of the entity you are representing;

9.1.4. you are major in the jurisdiction you reside; if you are a minor, you represent and warrant you have the permission of, and is directly supervised by, your parent or guardian to use the Service;

9.1.5. you will not access the Service through automated or non-human means, whether through a bot, script or otherwise;

9.1.6. you will not use the Service for any illegal or unauthorized purpose;

9.1.7. your use of the Service will not violate any applicable law or regulation;

9.1.8. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to refuse any and all current or future use of the Service (or any portion thereof). We are not liable for the payments made to the incorrect payment details provided in your Account;

9.1.9. you may not access or use the Service for any purpose other than that for which we make the Service available. The Service may not be used in connection with any commercial endeavors except those the Service is specifically designed for;

9.2. As a user of the Service, you agree not to:

9.2.1. infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties;

9.2.2. systematically retrieve data or other content from the Service to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;

9.2.3. make any unauthorized use of the Service;

9.2.4. make any modification, adaptation, improvement, enhancement, translation, or derivative work from the Service;

9.2.5. use the Service for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended;

9.2.6. make the Service available over a network or other environment permitting access or use by multiple devices or users at the same time;

9.2.7. use the Service for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the Service;

9.2.8. use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the Service;

9.2.9. circumvent, disable, or otherwise interfere with security-related features of the Service;

9.2.10. engage in unauthorized framing of or linking to the Service;

9.2.11. interfere with, disrupt, or create an undue burden on the Service or the networks or services connected to the Service;

9.2.12. decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Service;

9.2.13. attempt to bypass any measures of the Service designed to prevent or restrict access to the Service, or any portion of the Service;

9.2.14. upload or distribute in any way files that contain viruses, worms, trojans, corrupted files, or any other similar software or programs that may damage the operation of another's computer;

9.2.15. use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Service, or using or launching any unauthorized script or other software;

9.2.16. use the Service to send automated queries to any website or to send any unsolicited commercial e-mail;

9.2.17. disparage, tarnish, or otherwise harm, in our opinion, us and/or the Service;

9.2.18. use the Service in a manner inconsistent with any applicable laws or regulations; or

9.2.19. otherwise infringe these Terms.

10. DISCLAIMER OF WARRANTIES

The Website, content and other aspects of the Service are provided "as is" and "as available". The Website, content and other aspects of the Service are provided without representation or warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, integration, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. The company and its affiliates, licensors and suppliers do not warrant that: (i) the Service, content or other information will be timely, accurate, reliable, or correct; (ii) the Service will be secure or available at any particular time or place; (iii) any defects or errors will be corrected; (iv) the Service will be free of viruses or other harmful components; or (v) any result or outcome can be achieved.

11. LIMITATION OF LIABILITY

11.1. In no event shall we (and our affiliates) be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special, or punitive damages arising from these Terms or your use of, or inability to use, the Service (including the Website or content), even if we have been advised of the possibility of such damages. Access to, and use of, the Service (including the Website and the content) are at your own discretion and risk, and you will be solely responsible for any damage to your computing system or loss of data resulting therefrom.

11.2. Notwithstanding anything to the contrary contained herein, you agree that the aggregate liability of the Company to you for any and all claims arising from the use of the Website, content or Service is limited to the amounts you have paid to the Company for the Service. The limitations of damages set forth above are fundamental elements of the basis of the Terms between the Company and you.

11.3. Some jurisdictions do not allow the limitation or exclusion of liability for incidental of consequential damages, so the above limitation or exclusion may not apply to you, and you may also have other legal rights that vary from jurisdiction to jurisdiction.

12. INDEMNITY

You agree to indemnify and hold the Company, its successors, subsidiaries, affiliates, any related companies, its suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Service, or (ii) your violation of these Terms. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of the Company. The Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

13. GOVERNING LAW AND ARBITRATION

13.1. This Agreement shall be governed in accordance with the laws of England and Wales.

13.2. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The International Expedited Procedures of the International Centre for Dispute Resolution shall apply regardless of the amount in dispute. The place of arbitration shall be Nicosia, Cyprus, however the Parties agree that in case an oral hearing is necessary, it shall be conducted via video, audio, or other electronic means. The language of the arbitration shall be English. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

14. MISCELLANEOUS PROVISIONS

14.1. Nothing in this Agreement creates, and the Parties do not intend to create any partnership or joint venture between the Parties. Each Party shall act solely as an independent contractor, and nothing in this Agreement shall be construed to give the Partner the power or authority to act for, bind, or commit the Company in any way.

14.2. No delay or omission by us in exercising any of our rights occurring upon any noncompliance or default by you with respect to these Terms will impair any such right or be construed to be a waiver thereof, and a waiver by the Company of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement hereof contained.

14.3. If any provision of these Terms is found to be invalid or unenforceable, then these Terms will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law.

14.4. Except as otherwise expressly provided herein, these Terms set forth the entire agreement between you and the Company regarding its subject matter, and supersede all prior promises, agreements or representations, whether written or oral, regarding such subject matter.

14.5. The Company may transfer or assign any and all of its rights and obligations under these Terms to any other person, by any way, including by novation, and by accepting these Terms you give the Company consent to any such assignment and transfer. You confirm that placing on the Service of a version of these Terms indicating another person as a party to the Terms shall constitute valid notice to you of the transfer of Company's rights and obligations under the Agreement (unless otherwise is expressly indicated).

14.6. In no event shall the Company be liable for any failure to comply with these Terms to the extent that such failure arises from factors outside the Company's reasonable control.

14.7. You must not access or use the Services: (i) in or relating to any country or territory that is the subject or target of comprehensive trade or economic sanctions imposed by the U.S. government ("Sanctions") (currently, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, and the Donetsk People’s Republic or Luhansk People’s Republic); (ii) for the benefit or on behalf of any person listed in any Sanctions-related list of designated persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC") or the U.S. Department of State (including OFAC’s List of Specially Designated Nationals and Blocked Persons), or any person owned 50 percent or more by such person; or (iii) otherwise in violation of any U.S. Sanction, embargo, prohibition or restriction. In addition, you must comply with all applicable laws and regulations governing the export, re-export and transfer of the Services and you are responsible for obtaining any required export or import authorizations.

Last Updated: 25.11.2022