Welcome to Sociala!

These Terms of Use (the “Terms”) govern your access to and use of the AI-Powered Personalized Learning platform integrated with Content Monetisation on Social Networks where fans can support and engage with creators and educators, entitled “Sociala” (the “Platform”). The Platform is owned and operated by Sociala Inc., a Delaware corporation (“Sociala,” “we” or “us”). Please read these Terms carefully before accessing or using the Platform.

1. Acceptance of the Terms of Use

By accessing or using the Platform, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms or the Privacy Policy, you may not access or use the Platform.

2. Description of the Platform

The Platform offers a multifaceted experience, integrating social networking capabilities, educational resources, and opportunities for content creators to monetize their creations. This includes interactive features, educational content, and tools for content creators to engage with their audience and generate revenue.

3. General Conditions 3A. Eligibility

You must be at least 13 years old to use the Platform. By using the Platform, you represent and warrant that you are at least 13 years old and that you have the legal capacity to enter into these Terms. If you are under 18 years old, you must have parental consent to use the Platform.

You agree not to misuse the Platform, including by interfering with its normal operation or accessing it using a method other than the interface and instructions we provide. You may use the Platform only as permitted by law and these Terms. Any breach of these Terms may result in termination of your access to the Platform.

4. Accounts and Deposits

To access certain features of the Platform, users must create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your account. You agree to accept responsibility for all activities that occur under your account or password.

Users can deposit funds into their account using supported payment methods. These funds may be used to purchase content, subscriptions to various channels available through the Platform, other subscriptions, or make donations on the Platform. Users are responsible for securing their accounts and complying with Platform policies regarding deposits and payments.

Withdrawals are subject to clearance periods as described in Section 11.

5. Content

Creators are solely responsible for the content that you post, upload, share, or otherwise make available on the Platform (“User Content”). You agree not to post User Content that is unlawful, defamatory, obscene, offensive, or otherwise objectionable. You retain ownership of any intellectual property rights that you hold in your User Content, but by posting User Content on the Platform, you grant Sociala a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content throughout the world in any media.

Creators may publish individual posts that are either free or paid. Paid posts require one-time payment to access, while free posts are open to all users. Whether content is free or paid is at the sole discretion of the creator.

6. Channels

A Channel is a digital space hosted by a creator on the Platform where content is shared with subscribers. Channels can be free or require a paid subscription. Channels that are free can offer content that is paid. Users pay for access to paid Channels; however, no obligation is placed on the creator to publish content at any specific frequency. Access is granted to existing and future content within the subscription period.

7. Smartlists

A Smartlist is a specially curated collection that combines multiple individual posts and/or other Smartlists into one unified Smartlist.

Smartlists allow users to organize and offer thematically connected content from any creators in one place for easier discovery and purchase by users.

Smartlists can be used for monetization and may generate referral commissions when shared.

Any post that is allowed for reposting and to which the Smartlist creator has access can be added to a Smartlist. This means that if a paid post is added to a Smartlist, the Smartlist creator has already purchased access to the post and reviewed its content.

When creating a post, the seller sets the retail price of the post, as well as the discount that will apply if the post is purchased as part of a Smartlist.

The total price of a Smartlist is calculated as the sum of the retail prices of all posts included in the Smartlist, minus the total discount applied to all such posts in that Smartlist.

Each seller independently determines the discount applicable to their post when it is sold as part of a Smartlist.

8. Earning on the Platform for Creators and Bloggers

Creators (including bloggers and educators) earn revenue from subscribers who purchase access to their Channels or individual content pieces. Creators can also earn via the referral program and from sales of their content through smartlists and third-party sellers.

9. Content Sales and Referral System

9.1. Content can be sold as one-time purchases or through recurring subscriptions. Once purchased, access to the content is retained unless the creator deletes their account or the post, in which case a 30-day grace period is provided.

9.2. Each new user can purchase paid content as follows: (i) first purchase of paid content shall be at a 100% discount; (ii) second purchase of paid content shall be at a 50% discount; (iii) third purchase of paid content shall be at a 25% discount; (iv) all subsequent purchases of paid content shall be at full price. A user must be subscribed to a creator and/or a channel in order to purchase content from it; a user that is not subscribed to the creator and / or to a Channel will be subscribed to it automatically.

9.3. Sociala’s referral program (LINK) gives Creators the opportunity to earn referral fees from new users that they bring to the Platform, when such users buy content from other Creators. How it works: a Creator shares a referral link on another site or platform, and when another user clicks on this referral link:

1. The new user gets taken to the Platform via the provided referral link.
2. After registering on the Platform the user is automatically assigned to the Creator as such Creator’s referral.
3. When a referral starts making purchases from other Creators, the Creator who brought such a user to the Platform receives a referral fee in the amount of 10% of the purchase price.
4. A user of the Platform can either “like” or “dislike” either content posted by a Creator, or a comment of another user. Likes are always free of charge, dislikes are often not free, and can be purchased from the Platform. A dislike of a paid post is free if the user has purchased the post. Dislikes to comments from other users are always paid and cost $0.10 each. Dislike of a free post or content is paid and costs $0.10. If a user wants to put a dislike on a comment from another user but has not purchased a paid post, then such user needs to buy the post and pay another $0.10.

10. Commission and Fees Structure (Effective Until End of 2025, Washington Time)

10.1. Platform service fee for content sales: 5% (will become 10% in 2026).

10.2. Referral fee:

• If a buyer is not your referral, a 25% referral commission applies.
• If a buyer is your referral, the referral commission is 0%.
• If the buyer is not a referral of the Smartlist creator, then upon the sale of the Smartlist, its creator receives 4% of the value of the content included in the Smartlist, provided that this content was not created by them.
• If the buyer is not a referral of the author of the repost, the author will receive 1% of the sale amount from the post shared in the channel, on the page, or in the Smartlist where the repost was made.

10.3. Payment processing fee: 5.9% + $0.30 per transaction.

10.4. Withdrawal fees:

• Deposited funds: 15% withdrawal fee.
• Earned funds: 0% withdrawal fee.

All fees and commissions are subject to change with 30 days' prior notice. For the most up-to-date and detailed breakdown of all fees and commissions applicable on the Platform, please refer to our Fees and Commissions Policy (the “Commissions Policy”). In the event of any conflict between this summary and the Commissions Policy, the Commissions Policy shall control.

Withdrawals are subject to clearance periods as described in Section 11.

10.5. Taxes (Sales and Use Taxes)

Users are responsible for all applicable sales, use, value-added, or similar taxes arising from their purchases on the Platform. If Sociala is obligated to collect such taxes, the applicable amount will be added to the transaction total. Users agree to pay any such taxes and shall indemnify Sociala for any liability or expense related to unpaid taxes.

10.6. Apple Pay and Google Pay Fees

When utilizing payment methods such as Apple Pay or Google Pay, users acknowledge that additional fees may be imposed by these services. These fees are included in the total transaction amount and are the responsibility of the user. Sociala does not control these fees and is not liable for any charges incurred through the use of third-party payment services.

11. Funds Clearance and Withdrawal Hold

To protect against unauthorized transactions, fraud, and chargebacks, all earnings from content sales, subscriptions, donations, and any other user payments on the Platform are subject to a mandatory clearance period of 15 days per transaction before becoming eligible for withdrawal.

Each payment is individually subject to this clearance period, calculated from the date the payment is successfully processed.

Sociala reserves the right, at its sole discretion, to extend the clearance period up to 90 days in cases where transactions are suspected to be fraudulent or when fraud patterns are detected.

During the clearance period, funds may not be withdrawn, transferred, pledged, or otherwise encumbered by the account holder.

By using the Platform, you expressly agree to these hold and clearance conditions regarding all payments and withdrawals.

Payout Account Restrictions

For fraud prevention and security purposes, multiple user accounts may not be linked to the same Stripe account for withdrawals. Each payout account must be uniquely associated with a single Platform user account. Violation of this policy may result in suspension or termination of all related accounts and forfeiture of funds.

12. Subscription Pricing Changes

• Creators may decrease their subscription price without user confirmation. New pricing will apply starting the next billing cycle, and users will be notified.
• Creators may increase their Channel subscription price once every 30 days.
  • If the price increase is under 10%, user confirmation is not required.
  • If the price increase is 10% or more, user confirmation is required. If not confirmed, the user will be automatically unsubscribed.
• In case of taxes or regulatory changes, we may adjust the price automatically. Users will be notified 30 days in advance and can unsubscribe.

13. Failed Transactions or Platform Errors

If a user purchases content that is later deleted before access is granted, the payment will be refunded to the user’s Sociala balance.

If a creator suffers a loss or missed revenue due to platform errors or bugs, Sociala does not guarantee compensation for such damages.

14. Account/Content/Channel Deletion and Security

Account or channel deletion, including removal of user content, may require confirmation via 2FA (Two-Factor Authentication). These procedures are being finalized and will be communicated in future updates.

If you close and delete your account from the Platform without withdrawing any of the funds that had accumulated in your account, then such funds shall become inaccessible, and all information related to your account’s financial transactions will be deleted from the Platform. We will not be able to return to you any leftover funds remaining in your account at the time of its closing and deletion once the account is deleted, and you shall waive any claim to such funds for the benefit of the Platform. Once your account is deleted, you will forego and shall stop receiving any and all referral fees to which you would have otherwise been entitled through the Platform.

If a user has no Platform obligations (for example, Channels, paid purchased posts, User Content) - then such user profile shall be deleted via 2FA verification code. If a user has paid and purchased posts by other users in their profile, then they will be available to those who purchased them for another 30 days following deletion of a user profile. If a user owns Channels, then such user needs to delete the Channels via 2FA as well. Paid Channels shall be deleted only if the Channels have no more subscribers. If a free Channel has posts purchased by other users, they will also be available for 30 days following deletion of the user’s profile.

15. Warranty Disclaimer

THE PLATFORM AND ALL CONTENT AND OTHER ITEMS MADE AVAILABLE BY SOCIALA ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SOCIALA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (i) ERRORS, MISTAKES OR INACCURACIES OF DATA OR INFORMATION POSTED, DISPLAYED, PUBLISHED OR MADE AVAILABLE FOR DOWNLOAD OR USE ON THE PLATFORM, (ii) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM USE OF THE PLATFORM, (iii) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, OR (IV) THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY NOT UNDER SOCIALA’S CONTROL.

16. Data Privacy and Security

We are committed to protecting the security, confidentiality, and integrity of your data. We employ appropriate safeguards to achieve this, including encryption of data transmission where applicable. By using the Platform, you consent to our access to your account information for service-related purposes, as outlined in our Privacy Policy. You are responsible for the security of your data on the Platform and must comply with all applicable laws regarding data collection, security, and dissemination.

17. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL SOCIALA, ITS AFFILIATES OR THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THE PLATFORM; AND (B) IN NO EVENT SHALL SOCIALA’S CUMULATIVE AND AGGREGATE LIABILITY UNDER THESE TERMS EXCEED TWO HUNDRED U.S. DOLLARS. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

18. Indemnification

You agree to defend, indemnify and hold harmless Sociala, its affiliates and their respective employees, contractors, agents, officers and directors from and against any and all claims, damages, obligations, losses, liabilities, costs, debt or expenses (including without limitation attorneys’ fees) arising out of or related to any claim, suit, action or proceeding by a third party arising out of or relating to your use of the Platform, breach of these Terms (including any Sociala policy referenced in these Terms), violation of law, or any Content that you post, upload or cause to interface with the Platform, or otherwise transfer, process, use or store in connection with the Platform.

19. Assignment

You may not assign, transfer or sublicense all or any of your rights or obligations under these Terms without Sociala’s express prior written consent. Sociala may assign, transfer or sublicense all or any of Sociala’s rights or obligations under these Terms without restriction.

20. Severability

If any provision of these Terms is held invalid or unenforceable, the remainder of these Terms shall continue in full force and effect.

21. Electronic Communications

When you visit the Platform or send emails to Sociala, you are communicating with Sociala electronically; and you consent to receive communications from Sociala electronically. Sociala will communicate with you by email or by posting notices on the Platform. You agree that all agreements, notices, disclosures and other communications that Sociala provides to you electronically satisfy any legal requirement that such communications be in writing.

22. Modifications

Sociala may modify these Terms at any time by posting a revised version on the Platform. By accessing the Platform, you agree to the latest version of these Terms.

23. Governing Law

This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Delaware without reference to its choice of law principles. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in New Castle County, State of Delaware, USA, and the parties expressly consent to personal jurisdiction and venue in those courts.

24. Miscellaneous

These Terms constitute the complete and exclusive statement of the agreement between the parties and supersede all proposals, oral or written, and all other communications between the parties relating to the subject matter of these Terms. In the event any information posted on the Platform from time to time conflicts with any provision of these Terms, the applicable provision of these Terms shall control. Any terms and conditions of any other instrument issued by you in connection with these Terms which are in addition to, inconsistent with or different from these Terms shall be of no force or effect. These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Sociala. The failure of Sociala to exercise or enforce any condition, term or provision of these Terms will not operate as a waiver of such condition, term or provision. Any waiver by Sociala of any condition, term or provision of these Terms shall not be construed as a waiver of any other condition, term or provision. You agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Sociala will not be responsible for failures to fulfill any obligations due to causes beyond its control. Non-English translations of these Terms are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version is authoritative and controls.

By accessing or using the Platform, you agree to abide by these Terms. If you have any questions or concerns, please contact us at [email protected]. Thank you for using our Platform.