Terms & Conditions

Nejma Site Terms of Services Agreement

Last Updated: March 11, 2020

These Nejma Site Terms of Service Agreement ("Terms") govern, inter alia, your use of the Nejma marketplace platform for personalized video, audio, 3D, virtual reality (VR), digital, and other content, and any and all other products and services offered by Nejma, Inc. (or any affiliate of Nejma Inc., as the case may be and the context may so dictate) d/b/a Nejma ("we," "us," or "Nejma") through our website (nejma.co), mobile application ("App") (collectively, the website, App, and other technology mediums used to access our services and products, referred to as our "Site"), and through the services we provide. "You" refers to you as a user of our Site. A reference to the Site may refer to a single site, product, and/or service, any portion of the foregoing, or all of the foregoing (as the case may be, as the context may so dictate, and as determined by Nejma in its sole, reasonable discretion).

These Terms apply to visitors to, and users of, our Site. Any use by you of our Site as a Content Creator User (defined below) will be governed by the Nejma Content Creator Terms of Service Agreement.

For the avoidance of doubt, and depending on where you may be located in the world when you access and/or use the Site, certain terms and conditions may differ and/or be amended or deleted in their entirety and replaced with other completely different terms and conditions from time to time as laws and regulations change and as this Site changes when updated.

This may include, without limitation, changes to the contracting party representing Nejma (e.g. Nejma Inc. may be replaced with an affiliate), changes to governing law, changes to dispute resolution forum, and changes to other material and substantive portions of this Agreement. Nejma reserves the right to make such changes, updates, augmentations, replacements, restatements, deletions, alterations, replacement of terms, etc. at any time provided such actions are performed in accordance herewith.

PLEASE READ THESE TERMS CAREFULLY. By using our Site or otherwise indicating your acceptance (for example, agreeing by creating or when logging into your account, clicking "I Agree," etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree to be bound by these Terms, you may not access or use our Site. Again, your use and continued use of the Site is absolutely and unconditionally dependent on your acceptance of these Terms, so if you do not agree to these Terms, or any portion hereof, then do not access or use our Site.

ARBITRATION NOTICE: Section 16 (Arbitration Agreement and Waiver of Certain Rights) of these Terms contains provisions governing how claims that you and Nejma have against each other are resolved, including any claims that arose or were asserted prior to the "Last Updated" date at the top of these Terms. In particular, it contains an arbitration agreement that will, with limited exceptions, require disputes between you and Nejma to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement as described in Section 16 (Arbitration Agreement and Waiver of Certain Rights): (1) you will be permitted to pursue claims and seek relief against us only on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you waive your right to seek relief in a court of law and to have a jury trial on your claims.

Table of Contents

1. Nejma Videos
2. Additional Terms
3. Eligibility
4. Fees and Payments
5. Ownership
6. Acceptable Use of Our Site
7. Copyright and Intellectual Property Policy
8. Privacy
9. Third Party Content and Interactions
10. Nature of Relationship Between You and Nejma
11. Nature of Relationship Between You and Content Creator User
12. Links; Changes to Our Site
13. Termination and Reservation of Rights
14. Indemnification
15. Disclaimers and Limitations on Our Liability
16. Arbitration Agreement and Waiver of Certain Rights
17. Other Provisions
18. Changes to These Terms

1. Nejma Videos

a. Through our Site, you have the opportunity to purchase (or obtain as the case may be and the context may so dictate) personalized content (whether such content is video, audio, or other form, including without limitation 3D and VR content, each a "Nejma Video" and collectively, the "Nejma Videos") from content creators (each a "Content Creator User").

b. You may submit a request for a Nejma Video to a Content Creator User through our Site personalized for you or a third party(ies) that that you identify as a recipient (each, a "Recipient", and collectively the "Recipients"). In submitting a request, you agree not to use a false identity or provide false provide false information. You agree not to use our Site if you have previously been removed or banned from our Site (or a site owned by an affiliate, whether now existing and/or hereafter created and/or acquired, of Nejma). All actions (including without limitation interaction with, between, and among you, Content Creator Users, Recipients (as defined herein), and Nejma (along with its employees, agents, interns, and contractors)) performed hereunder (or under any implied direct contract between the User and You) shall be subject to the Nejma Community Guidelines (as the same may be amended from time to time at Nejma's sole discretion and as is made available to you for review by written request to legal@nejma.co), which are incorporated by reference to the Terms.

c. You acknowledge and agree that the Content Creator User has sole discretion to determine how to fulfill your request and over the content of the Nejma Video created (and may not follow your request exactly). Under your independent agreement directly entered into with the Content Creator User, the Content Creator User has up to seven (7) calendar days to fulfill or decline your request. Once your request is fulfilled by a Content Creator User, your payment account will be charged the amount specified on the Content Creator User's booking page on our Site at the time you made your request. Under your independent agreement directly entered into with the Content Creator User, you may not return or exchange a Nejma Video, and no refunds will be issued. As an independent contractor directly contracting with you, the Content Creator User reserves the right to reject any request in our sole discretion. As a user of the Site, Nejma has the right to reject any request in our sole discretion which is unlawful, violates the Nejma Community Guidelines, or for any other reason whatsoever without the need for explanation or reason.

d. Subject to your payment in full for each Nejma Video you request, the Content Creator User hereby grants to you certain rights to use the Nejma Video solely for your own personal, non-commercial, and non-promotional purposes, subject to these Terms: a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display that Nejma Video, in any and all media, whether now known or hereafter invented (for example, on social media platforms).

e. Nejma Videos are licensed and are not sold. You may not sell, re-sell, or encumber your rights in any Nejma Video. You may sublicense your rights in a Nejma Video only to the extent necessary for you to use the Nejma Video as permitted under these Terms (for example, sharing it with friends on a social media platform, sending it to a Recipient for personal, non-commercial, and non-promotional purposes subject to these Terms).

f. You may use a Nejma Video only in accordance with these Terms, including the acceptable use restrictions in Section 6 (Acceptable Use of Our Site). We may terminate all or part of the foregoing licenses at any time for any reason. We reserve the right to remove a Nejma Video from our Site at any time for any reason without any notice to you.

g. You may not use a Nejma Video to promote a business without further written agreement and financial consideration negotiated by and among you, Nejma, and the Content Creator User. If you are found to violate this provision, whether intentionally or not, you will be liable to pay, at minimum, a financial penalty equal to Ten Thousand United States Dollars (US$10,000) multiplied by each confirmed unauthorized use of a Nejma Video for purposes in violation of these Terms exclusive of, and in addition to, any other damages determined by a court of law in accordance herewith. Your rights to use the Site will be immediately suspended, and your rights to use the Site going forward shall be subject to Nejma's right to immediate termination (without prejudice to Nejma's, or the Content Creator User's, further rights and remedies at law or under these Terms.).

h. You acknowledge and agree that you have no expectation of privacy with respect to any Nejma Video requested by you or any Submission (defined below) you make, and that you will not make any request or Submission that infringes on the privacy or other rights of a third party. You acknowledge that the Nejma watermark on each Nejma Video must remain intact and you agree not to edit, change, modify, or remove the watermark from any Nejma Video or assist or encourage any third party to do so. You further agree not to edit, change, modify, or create any derivative work of a Nejma Video or assist or encourage any third party to do so. If you breach any provisions of these Terms, your license to use the Nejma Video granted under Clause 1(d) terminates, and you must promptly remove all copies of the Nejma Video in your possession or control, including on any social media platform, notify any Recipient of the termination and need to remove all copies, and take any other action we reasonably request to assist in locating and removing the Nejma Video, including identifying each Recipient.

i. You may create an account on our Site. In creating an account, you agree not to use a false identity or provide false information. You agree not to create an account if you have previously been removed or banned from our Site. If we reasonably believe that you have done so, we have the right to suspend or terminate your account and your use of any part of our Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.

j. By creating an account on our Site, you agree to provide true, accurate, current, and complete information. You agree not to create a Site account using a false identity or providing false information or if you have previously been removed or banned from our Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.

2. Additional Terms

a. Some products or services offered through the Site may have additional terms and conditions ("Additional Terms").

b. If Additional Terms apply, we will make them available for you to read in connection with that product or service. By using that product or service, you agree to the Additional Terms.
c. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless otherwise specified in such Additional Terms.

3. Eligibility

a. Age: You must be at least thirteen (13) years old to use our Site.

b. Representations and Warranties: You represent and warrant that:

i. you have not been prohibited from using or accessing any aspect of our Site by us or under to any applicable law or regulation;
ii. you will comply with all of the terms and conditions, as revised from time to time, of any third party payment provider selected by us, and you are not on a prohibited list of that third party payment provider;

iii. we have not previously disabled any Site account you created or controlled for violation of any law or regulation, the infringement of any third party right, or the violation of any of these Terms; and

iv. you are not a convicted sex offender.

c. Export Control: You may not use, export, import, or transfer any part of our Site except as authorized by the applicable laws and regulations of the United States of America, the laws and regulations of the jurisdiction in which you use or access our Site, or any other applicable laws and regulations.

4. Fees and Payment

a. Fees. The fee for a Nejma Video is specified on the Content Creator User's booking page on our Site at the time you make your request. You agree to pay all amounts due in accordance with the payment terms in effect when you submit your request.

b. Payment.

i. You may request a Nejma Video either by using a valid credit or debit card through the third party payment provider on nejma.co.

ii. When and where available, you may request a Nejma Video to be paid by cash. These Terms shall be supplemented and/or amended by Cash Payment Terms (available at www.nejma.co/paymentoptions/cashterms) where payment by cash is made available. For the avoidance of doubt, the absence of these terms in the link referred to herein does not mean, and shall not be construed, as meaning that such additional terms and conditions are not applicable to these Terms. You may request a copy of these terms, and any other terms that are referred to herein and not otherwise available online, by emailing legal@nejma.co.

iii. When and where available, you may request a Nejma Video to be paid by pooled/combined/split payments among you and other third parties for a single Recipient. These Terms shall be supplemented and/or amended by Pooled/Combined Payment Terms (available at www.nejma.co/paymentoptions/split) where pooled/combined/split payment(s) is/are made available. For the avoidance of doubt, the absence of these terms in the link referred to herein does not mean, and shall not be construed, as meaning that such additional terms and conditions are not applicable to these Terms. You may request a copy of these terms, and any other terms that are referred to herein and not otherwise available online, by emailing legal@nejma.co.

iv. When and where available, you may request a Nejma Video to be paid by credits/wallet payment. These Terms shall be supplemented and/or amended by Credit/Wallet Payment Terms (available at www.nejma.co/paymentoptions/creditsandwallets) where payment by credits/wallets is/are made available. For the avoidance of doubt, the absence of these terms in the link referred to herein does not mean, and shall not be construed, as meaning that such additional terms and conditions are not applicable to these Terms. You may request a copy of these terms, and any other terms that are referred to herein and not otherwise available online, by emailing legal@nejma.co.

v. For each Nejma Video requested on nejma.co, you must provide our third party payment provider with a valid credit or debit card (Visa, MasterCard, or any other issuer accepted by the payment provider). Your payment provider agreement governs your use of your credit or debit card, and you should refer to that agreement and not to these Terms to determine your rights and liabilities. You acknowledge and agree that Nejma does not operate, own, or control any payment provider used by Nejma, and your use of any such payment provider is subject to the terms and conditions and privacy policies of that payment provider. You also agree to immediately notify the payment provider of any change in your billing address (or other information) for the credit or debit card account you use for payment. By providing your debit or credit card number and associated payment information, you agree that Nejma may place a pre-authorization hold on your card and, after your request has been fulfilled, authorize the payment provider to immediately charge you for all amounts due and payable with no notice to or consent from you.

c. Payment Questions. If you have a question about a charge to your credit or debit card, please promptly contact us at help@nejma.co. We have the sole discretion to determine how billing disputes will be resolved. You agree to comply with the terms of the third party payment provider selected by us, which is subject to change at our discretion.

5. Ownership

a. You acknowledge and agree that each Nejma Video is owned by the Content Creator User who created it.

b. We, or our licensors, own all right, title, and interest in and to: (i) our Site and the "look and feel" of our Site, including all software, ideas, processes, data, text, media, and other content available on our Site (individually, and collectively, the "Nejma Content"); and (ii) our trademarks, logos, and brand elements ("Marks"). Our Site, Nejma Content, and Marks, are each protected under applicable laws and regulations in the United States and elsewhere globally. You may not duplicate, copy, or reuse any portion of the HTML/CSS, JavaScript, visual design elements, or concepts without our prior express written consent.

c. You hereby grant to us a non-exclusive, royalty-free, fully paid, unlimited, worldwide, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented (including social media platforms), to use, reproduce, license, distribute, modify, adapt, reformat, publicly perform, publicly display, create derivative works of, and otherwise use the following for the purposes of operating and providing our Site, developing and improving our products and services, and advertising, marketing, and promoting our Site and our products and services: (i) any request (video, text, or otherwise) that you make to any Content Creator User, including information concerning any Recipient; and (ii) any submission that you make to Nejma, whether through our Site, a social media platform, or third party website, or otherwise, including a reaction video, idea, intellectual property, publicity rights, Feedback (defined below), review, photo, video, email, text, post, or other communication, whether relating to you, or a third party ((i) and (ii) each, individually, and collectively, a "Submission"). You represent and warrant that you either: (i) own all rights to any Submission; or (ii) have all rights necessary, including with respect to any third party that contributed to, is included in, or is referred to in any Submission, to grant to us the foregoing rights. You will not make any Submission that is confidential or proprietary and no Submission will contain or include any information that you do not have the right to disclose or that you or any Recipient do not wish to be disclosed. Nejma will not be responsible or liable for any use or disclosure of a Submission, including any personal information of, or belonging to, you or any third party.

d. We may, for any reason, refuse to accept or transmit a Submission or refuse to remove a Submission from our Site. Further, we reserve the right to decide whether a Submission violates these Terms and may, at any time, without notice to you and in our sole discretion, remove your Submission, block you from our Site, terminate your access, or take other appropriate action for violation of these Terms.

e. If your Submission consists of any ideas, suggestions, proposals, plans, or other materials related to our business (individually, and collectively, "Feedback"), you acknowledge and agree that you are submitting that Feedback at your own risk and that Nejma has no obligation (including no obligation of confidentiality or privacy) with respect to that Feedback, and you grant to Nejma a non-exclusive, royalty-free, fully paid, unlimited, worldwide, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes), and otherwise use and exploit in any manner (including commercially), any and all Feedback.

f. You hereby waive any moral rights (e.g. "droit moral") you, or any third party, may have in any Submission, including without limitation Feedback.

6. Acceptable Use of our Site

a. Your Responsibilities: You are responsible for your use of any Nejma Video, your Site account, our Site, and any Submission. For the avoidance of doubt, your use of any Nejma Video includes use anywhere (on our Site or otherwise). In addition to agreeing, understanding, and acknowledging that your actions hereunder are subject to the Nejma Community Guidelines, you represent and warrant that: (i) you will not use or authorize the use of any Nejma Video for any purposes other than the personal, non-commercial, and non-promotional purposes set forth in Clause 1(d) and (ii) in using a Nejma Video, your Site account, and our Site, and in making any Submission, you will not:

i. violate any law, regulation or court order;

ii. violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral, or other legal rights of any third party;

iii. take any action that is or submit, post, share, or communicate anything that is or that incites or encourages action that is, explicitly or implicitly: illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity);

iv. send advertising or commercial communications, including spam, or any other unsolicited or unauthorized communications;

v. engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from our Site, including from any user of our Site;

vi. transmit any virus, other computer instruction, or technological means intended to, or that may, disrupt, damage, or interfere with the use of computers or related systems;

vii. stalk, harass, threaten, or harm any third party;

viii. impersonate any third party;

ix. participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud;

x. use any means to scrape or crawl any part of our Site;

xi. attempt to circumvent any technological measure implemented by us, any of our providers, or any other third party (including another user) to protect us, our Site, users, Recipients, or any other third party;

xii. access our Site to obtain information to build a similar or competitive website, application, or service;

xiii. attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide our Site; or

xiv. advocate, encourage, or assist any third party in doing any of the foregoing.

b. Investigations: You acknowledge and agree that we are not obligated to monitor access to or use of our Site by you or third parties (including monitoring Submissions), but we have the right to do so in order to operate our Site, to ensure compliance with these Terms, to comply with applicable law, regulation, court order, or other legal, administrative, or regulatory request or process, or otherwise. Without limiting any of our rights, you acknowledge and agree that any request you submit for a Nejma Video may be rejected by us or by a Content Creator User; if that happens more than once, we may block you from our Site, terminate and/or suspend your access, or take other appropriate action as we deem necessary and/or appropriate at our sole discretion.

7. Copyright and Intellectual Property Policy

a. Termination Policy: If we determine that you are a repeat infringer of copyright, we may we terminate your access to our Site and take other appropriate action in our sole discretion.

b. Digital Millennium Copyright Act Notice: We respond to notices of alleged copyright infringement and terminate access to our Site for repeat infringers. If you believe that your material has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:

i. your address, telephone number, and email address;

ii. a description of the work that you claim is being infringed;

iii. a description of the material that you claim is infringing and are requesting be removed along with information about where it is located;

iv. a statement that you have "a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law";

v. an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and

vi. a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

c. Copyright Agent:

Nejma Inc. c/o Legal Department 251 Little Falls Drive Wilmington, New Castle County, DE 19808

d. You acknowledge and agree that if you fail to comply with the requirements of this Section 7 (Copyright and Intellectual Property Policy) your notice may not be valid. For the avoidance of doubt, only notices of alleged copyright infringement should be directed to our Copyright Agent.

8. Privacy

a. Our Privacy Policy explains how we collect, use, and share personal information and other data.

b. By using our Site, you agree to our Privacy Policy.

c. For the absolute avoidance of doubt, should we be compelled, or requested, to release your personal data, or any data or information related to: (i) your use of the Site; (ii) Nejma Services; (iii) your relationship with a User; (iv) a Nejma Video, (v) etc., by a court order or other lawful directive by a court of competent jurisdiction law enforcement for any reason whatsoever, including without limitation information related to a case where your access to the Site or Nejma Services was suspended and/or terminated, you grant us the right to release such data in cases where we are compelled by law or voluntarily asked to do so.

9. Third Party Content and Interactions

a. Our Site may contain features and functionalities that may link to or provide you with access to third party content, including Nejma Videos, that is completely independent of us, including websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. Your interactions with third parties, including users and Content Creator Users, found on or through our Site are solely between you and the third party; however, Nejma may, in its sole discretion, intercede in any dispute and you will reasonably cooperate with Nejma if it does so. You should make whatever investigation you feel necessary or appropriate before proceeding with the interaction. You agree not to contact or interact with any Content Creator User except as expressly permitted through our Site. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities of any kind or nature incurred as the result of any such interaction. You hereby release each Nejma Party (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes or our Site.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

b. From time to time, a charitable entity may be identified on a Content Creator User's booking page or be associated with the Content Creator User elsewhere on our Site ("Charity"). For example, the Content Creator User's booking page may indicate that all or a portion of the Content Creator User's revenue from a Nejma Video will be given to the Charity. All such arrangements are made strictly between the Content Creator User and the Charity. Nejma is not a sponsor of and does not endorse the Charity and is not a commercial coventurer with respect to such arrangements (unless otherwise expressly stated in writing by Nejma). Unless expressly stated, Nejma does not control and makes no warranties about the Charity or any donation to the Charity.

10. Nature of Relationship Between You and Nejma

a. You and Nejma agree and declare that these Terms create license agreement to use the Site. The Site is simply one of many tools at your potential disposal that you have voluntarily elected to use to source content creators.

b. Your use of this Site, does not, and shall not, preclude, or otherwise prevent you, in any way, shape, or form, from using other means (including existing means you use today, which may, or may not, be as useful as using our Site) or competing sites, or sourcing content creators on your own.

c. Should your ability to use, or access, this Site be terminated and/or suspended completely or in part by us for a violation of the Terms, or for any other lawful reason, nothing shall preclude, or otherwise prevent you, in any way, shape, or form, from using other means (including existing means you use today, which may, or may not, be as useful as using our Site) or competing sites to use sites and services similar to this Site.

d. You acknowledge and agree that you are not a joint venturer, franchisee, partner, agent, or employee of Nejma, and will not represent yourself as such. e. You are solely and exclusively responsible for communicating with the Content Creator User to create any Nejma Video under an agreement directly negotiated and finalized between you and a Content Creator User. We have no right to, and will not, control the manner or determine the method of finalizing your agreement with the Content Creator User. Your agreement to include the Nejma Community Guidelines as part of your own contract between you and each Content Creator User is a voluntary pre-condition tied to your use, and continued use, of the Site.

f. You represent and warrant that as between Nejma and you (whether a Creator Content User, parent or legal guardian of a Content Creator User, an Organization, Affiliated Content Creator, Nejma Partner, or otherwise), you assume sole liability for, and will pay or cause to be paid, all applicable contributions, payments, taxes, and deductions for social insurance, retirement benefits, unemployment insurance, and annuities, pension or welfare fund payments required by law or any labor union, and all withholding taxes, or income taxes, and make any reports required as a result of participation on our Site under these Terms.

g. You will use your own equipment to perform your obligations under these Terms and under any implied contract between you and any User for the production of a Nejma Video. You are solely responsible for making any disclosure required by any applicable law, regulation, court order or any agreement you may have with any third parties to any person or entity regarding your use of the Site and any agreement(s) you may enter into with each Content Creator User.

h. Your relationship with Nejma is non-exclusive, meaning that you can use similar sites to this Site to source content creators and that we can, and do, provide access to other third parties as contemplated by these Terms.

11. Nature of Relationship Between You and Each Content Creator User

a. You are using the Site to source Content Creator Users so that you can independently and directly contract with each such Content Creator User to engage their services in connection with the creation of a Nejma Video. For the absolute avoidance of doubt, you understand, agree, and acknowledge that Nejma, and any of its affiliates (now existing and/or hereafter created and/or acquired), is not a party to any such independent, direct contract between you and each Content Creator User whether such contract is implied, oral, or reduced to a written instrument.

b. For the absolute avoidance of doubt, any implied contract, and any reference to an implied contract herein, between you and a Content Creator User may be reduced to a written instrument between you and such Content Creator User directly and independently for the production of a Nejma Video by the Content Creator User provided such written agreement is: (i) lawful under applicable laws and regulations; (ii) does not otherwise contravene, circumvent, or otherwise make impossible any obligations, or responsibilities, that you or the Content Creator User may have to Nejma under its separate agreement(s) with Nejma; and (iii) voluntarily includes the Nejma Community Guidelines.

c. Any such implied and/or written agreement shall be independent from:

i. any agreement(s) (written or otherwise) entered into by you and Nejma related to the use and continued use of the Site;

ii. any agreement(s) (written or otherwise) entered into by the Content Creator User and Nejma related to the use and continued use of the Site; and

iii. the obligations and responsibilities that you and the Content Creator User have to comply with applicable laws and regulations.

12. Links; Changes to Our Site

a. Links: Our Site may contain links to social media platforms or third party websites. You acknowledge and agree that: (i) the link does not mean that we endorse or are affiliated with the platform or website; and (ii) we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your use of the platform or website. You should always read the terms and conditions and privacy policy of the platform or website before using it.

b. Changes to Our Site: We enhance and update our Site often. You acknowledge and agree we may change or discontinue any aspect of our Site at any time, with or without notice to you.

13. Termination and Reservation of Rights

You may stop using our Site at any time. You may cancel your Site account at any time by contacting us at help@nejma.co. We reserve the right to terminate access to our Site to any person, including you, at any time, for any reason, in our sole discretion. If you violate any of these Terms, your permission to use our Site automatically terminates.

14. Disclaimers and Limitations on our Liability

a. You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an "as is" and "as available" basis. To the extent permitted by applicable law, the Nejma Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, and non-infringement and those arising out of course of dealing or usage of trade.

b. In particular, the Nejma Parties make no representations or warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third party website linked to or integrated with our Site. You acknowledge and agree that the Nejma Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of the use of any content posted or shared through our Site.

c. You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including any Nejma Video, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through a Nejma Video, will create any warranty not expressly made by us.

d. You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that Nejma is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against any Nejma Party with respect thereto.

e. To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any Nejma Party be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Nejma has been advised of the possibility of such damages.

f. To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by Nejma from you during the twelve (12) months preceding the claim giving rise to such liability.

g. Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.

h. You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between Nejma and you.

15. Indemnification

a. You agree to indemnify, defend, and hold harmless Nejma and its parents, subsidiaries, affiliates, officers, employees, interns, directors, shareholders, agents, partners, and licensors (each, a "Nejma Party, " and collectively, "Nejma Parties") from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys' fees and costs) of any kind or nature, arising from, out of, in connection with, or relating to:

i. any actual or alleged breach of these Terms by you or anyone using your Site account;

ii. any actual or alleged violation of any laws or regulations or infringement of any rights of any third party by you or anyone using your Site account;

iii. your negligence, misconduct, or fraud;

iv. any Submission;

v. any action or inaction by you or anyone acting on your behalf;

vi. to the fullest extent permitted by applicable law, actions, or inactions, relating to your use of our Site;

vii. Feedback; or

viii. your eligibility, for any reason whatsoever, to use the Site; or

b. Nejma will have the sole right to select counsel to be paid for by you in connection with any indemnification owed by you. You will reasonably cooperate with us in connection with this indemnification and any defense.

16. Arbitration Agreement and Waiver of Certain Rights

a. Arbitration: You and Nejma agree to resolve any disputes between you and Nejma through binding and final arbitration instead of through court proceedings. You and Nejma each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and Nejma relating to these Terms or our Site (each a "Claim," and collectively, "Claims"). Any Claim will be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association ("AAA Rules"). The arbitration will be heard and determined by a single arbitrator. The arbitrator's decision will be in writing, will include the arbitrator's reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs, or other documents submitted or exchanged, any testimony or other oral submissions, and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

b. No Preclusions: This arbitration agreement does not preclude you or Nejma from seeking action by federal, state, or local government agencies. You and Nejma each also have the right to bring any qualifying Claim in small claims court. In addition, you and Nejma each retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed to be either incompatible with these Terms or a waiver of the right to have disputes submitted to arbitration as provided in these Terms.

c. No Class Representative or Private Attorney General: You and Nejma each agree that neither may act as a class representative or private attorney general or participate as a member of a class of claimants, with respect to any Claim. You agree that Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or Nejma). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

d. Severability/No Waiver/Survival: If any provision of this Section 16 (Arbitration Agreement and Waiver of Certain Rights) is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section 16 (Arbitration Agreement and Waiver of Certain Rights) will continue in full force and effect. No waiver of any provision of this Section 16 (Arbitration Agreement and Waiver of Certain Rights) will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section 16 (Arbitration Agreement and Waiver of Certain Rights) of these Terms will survive the termination of your relationship with Nejma.

e. 30-Day Opt-Out Right. You have the right to opt out of the provisions of this Arbitration Agreement by sending, within thirty (30) days after first becoming subject to this Arbitration Agreement, written notice of your decision to opt to the following addresses: Nejma Inc., Attention: Legal Department, 251 Little Falls Drive, Wilmington, New Castle County, DE 19808. Your notice must include your name and address, any usernames, each email address you have used to submit your Nejma Video requests or set up an account on our Site (if applicable), and an unequivocal statement that you want to opt out of this Arbitration Agreement. You agree that if you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

f. LIMITATIONS: This Section 16 (Arbitration Agreement and Waiver of Certain Rights) limits certain rights, including the right to maintain certain court actions, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in AAA rules, and the right to certain remedies and forms of relief. In addition, other rights that you or Nejma would have in court may not be available in arbitration.

17. Other Provisions

a. Force Majeure: Under no circumstances will any Nejma Party be liable for any delay or failure in performance due in whole or in part to any acts of God, earthquakes, unavoidable accidents, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, pandemic/epidemic (or other major health emergency as declared by the World Health Organization or applicable local authorities), blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of any Nejma Party.

b. Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws and regulations of the State of Delaware, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms or our Site that is filed consistent with Section 16 (Arbitration Agreement and Waiver of Certain Rights), will be filed only in the state or federal courts located in Wilmington, Delaware. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.

c. Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.

d. No Waiver or Amendment: The failure by Nejma to enforce any right or provision of these Terms will not prevent Nejma from enforcing such right or provision in the future and will not be deemed to modify these Terms.

e. Assignment: Nejma may, at any time, assign its rights and obligations under these Terms, including in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.

f. Miscellaneous: The term "including" in these Terms will be interpreted broadly and will mean "including, without limitation." Titles are for convenience only and will not be considered when interpreting these Terms.

18. Changes to these Terms

a. From time to time, we may change these Terms. If we change these Terms, we will give you written notice by electronic means (and only as and when required by applicable law) and by posting the revised Terms on our Site and updating the "Last Updated" date at the top of these Terms.

b. The revised Terms will be effective immediately if you are a new user of our Site and will be effective seven (7) days after posting if you are an existing registered user unless you accept the revised Terms before that time. The foregoing notwithstanding, if a change in laws/regulations (such as the imposition of a new tariff, tax, etc.) or economic conditions (such as a financial recession), has, or may have, a substantial effect on the cost of Nejma Services as determined by Nejma in its sole discretion, then Nejma may change the terms and conditions of these Terms immediately and without notice you, including without limitation with respect to material terms such as any financial considerations specified herein. c. By continuing to use our Site, you agree to the revised Terms. Please print a copy of these Terms for your records and PLEASE check the Site frequently for any changes to these Terms. As a reminder and an absolute condition of these Terms, any update to these Terms shall supersede any previous version(s) of the Terms in accordance with the terms and conditions set forth in these Terms.

Nejma Content Creator Terms of Service Agreement

Last Updated: March 11, 2020

These Nejma Content Creator Terms of Service Agreement ("Terms") govern, inter alia, your use as a content creator user of the Nejma marketplace platform for personalized video, audio, 3D, virtual reality (VR), digital, and other content, and any and all other products and services offered by Nejma, Inc. (or any affiliate of Nejma Inc., as the case may be and the context may so dictate) d/b/a Nejma ("we," "us," or "Nejma") through our website (nejma.co), mobile application ("App") (collectively, the website, App, and other technology mediums used to access our services and products, referred to as our "Site"), and the services and products (including without limitation the Nejma Services (as defined herein) that we provide to you via each Site. "You" and "Content Creator User" refer to you, as a content creator user of the Site. A reference to the Site may refer to a single site, product, and/or service, any portion of the foregoing, or all of the foregoing (as the case may be, as the context may so dictate, and as determined by Nejma in its sole, reasonable discretion). These Terms apply solely to Content Creator Users of our Site. Any use by you of our Site other than as a Content Creator User will be governed by the Nejma Site Terms of Service Agreement.

For the avoidance of doubt, and depending on where you may be located in the world when you access and/or use the Site, certain terms and conditions may differ and/or be amended or deleted in their entirety and replaced with other completely different terms and conditions from time to time as laws and regulations change and as this Site changes when updated.

This may include, without limitation, changes to the contracting party representing Nejma (e.g. Nejma Inc. may be replaced with an affiliate), changes to governing law, changes to dispute resolution forum, and changes to other material and substantive portions of this Agreement. Nejma reserves the right to make such changes, updates, augmentations, replacements, restatements, deletions, alterations, replacement of terms, etc. at any time provided such actions are performed in accordance herewith.

PLEASE READ THESE TERMS CAREFULLY. By using our Site as a Content Creator User or otherwise indicating your acceptance (for example, agreeing by creating or when logging into your account, clicking "I Agree," etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree to be bound by these Terms, you may not access or use our Site as a Content Creator User. Again, your use and continued use of the Site is absolutely and unconditionally dependent on your acceptance of these Terms, so if you do not agree to these Terms, or any portion hereof, then do not access or use our Site.

ARBITRATION NOTICE: Section 18 (Arbitration Agreement and Waiver of Certain Rights) of these Terms contains provisions governing how claims that you and Nejma have against each other are resolved, including any claims that arose or were asserted prior to the "Last Updated" date at the top of these Terms. In particular, it contains an arbitration agreement that will, with limited exceptions, require disputes between you and Nejma to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement as described in Section 18 (Arbitration Agreement and Waiver of Certain Rights): (1) you will be permitted to pursue claims and seek relief against us only on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you waive your right to seek relief in a court of law and to have a jury trial on your claims.

Table of Contents

1. Your Obligations
2. Description of Nejma Services
3. Fees and Payment
4. Creator Content
5. Ownership
6. Additional Terms
7. Eligibility
8. Acceptable Use of Our Site
9. Copyright and Intellectual Property Policy
10. Privacy
11. Third Party Content and Interactions
12. Nature of Relationship Between You and Nejma
13. Nature of Relationship Between You and Each User
14. Links; Changes to Our Site
15. Termination and Reservation of Rights
16. Disclaimer and Reservation of Rights
17. Indemnification
18. Arbitration Agreement and Waiver of Certain Rights
19. Other Provisions
20. Changes to These Terms


1. Your Obligations

a. Nejma Videos:

i. From time to time, a user of our Site (the "User") may request one (1) or more video/audio/content recordings (each, whether video, audio, or other format such as 3D or VR content, a "Nejma Video") from you through our Site. You will use commercially reasonable efforts to fulfill a request within no more than twenty-four (24) hours of receiving it, but you may have up to seven (7) calendar days (at Nejma's sole discretion) to complete and upload the Nejma Video. If you do not either: (i) accept the request and upload the Nejma Video; or (ii) decline the request within that time; the request will expire and can no longer be fulfilled (except that you may fulfill the expired request at no cost to the User and with no payment due from us). All actions (including without limitation interaction with, between, and among you, Users, Recipients (as defined herein), and Nejma (along with its employees, agents, interns, and contractors)) performed hereunder (or under any implied direct contract between the User and You) shall be subject to the Nejma Community Guidelines (as the same may be amended from time to time at Nejma's sole discretion and as is made available to you for review by written request to legal@nejma.co), which are incorporated by reference to the Terms.

ii. As an independent contractor (under your contract directly with the User), you may decline a request, or otherwise refuse, in your discretion, to create or upload a Nejma Video for any legal reason provided such reason is not simultaneously a violation of Nejma's Community Guidelines. If you accept a request, you, as an independent contractor, will enter into a direct, implied contract with the User, which Nejma is not a party to under any circumstance. The implied contract solely between You and the User will include, by incorporation and reference, Nejma's Community Guidelines. If you accept, you agree to record and upload to our Site one Nejma Video (or, if responding to multiple simultaneous requests, multiple Nejma Videos, as the case may be). Nejma retains the right, in its sole discretion, to cancel any request from a User. We reserve the right to remove your Nejma Video at any time for any reason. No payment will be made to you for any declined, cancelled, or unfulfilled Nejma Video request. Each Nejma Video will be approximately between thirty seconds (0:30) and one minute (1:00) in duration and will follow the general directions and requests of the User (for example, birthday greetings).

iii. You will have sole discretion over the script and content of any Nejma Video, except that you agree: (x) you will use your name / stage name (e.g. a personal introduction of yourself), the User's name, and, the name of any third party (or third party group or organization) that the User identifies as a recipient (each, a "Recipient", and collectively the "Recipients") in each Nejma Video, unless otherwise requested by the User; and (y) you will not state in the Nejma Video that the Nejma Video is incomplete or cannot be completed. Your response to the User's request is your responsibility and at your discretion, subject to these Terms. If you complete a Nejma Video but do not follow the general directions and requests of the User, or otherwise violate these Terms, we will discuss with you, and, when necessary, the User an appropriate adjustment, if any, to the payment initially owed to you by the User under your implied contract with the User. Your interactions with third parties, including Users, on or through our Site, are solely between you and the third party; however, Nejma may, in its sole discretion, intercede in order to try to resolve any dispute, and you will reasonably cooperate with Nejma if it does so. You acknowledge and agree that Nejma will not be responsible for any damages, losses, costs, expenses, or liabilities incurred as a result of such interactions. You agree to contact Users about Nejma Videos only through our Site.

b. Registration: In order to accept requests on our Site, you will need to register. In registering, you agree to provide true, accurate, current, and complete information about yourself as prompted by our registration form, as well as any other information reasonably requested by us (collectively, "Registration Data"), and maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you do not do so, or we reasonably believe that you have not done so, we have the right to suspend and/or terminate your Site account and your use of any part of our Site or any (or all) of the Nejma Services (from then on or any time in the future, including future iterations of the Site or other sites we create and/or acquire through affiliates). You agree not to create a Site account using a false identity or providing false information, on behalf of another person (except as outlined below for a parent or legal guardian and Organizations), or if you have previously been removed or had any or all access rights to our Site terminated in the past. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.

i. Content Creator User, age 13 or older: Content Creator Users who are at least thirteen (13) years old may register directly. By registering, you represent and warrant that: (A) you are at least thirteen (13) years old (and, if between thirteen (13) and eighteen (18) years old, are registering with the supervision and with the consent of your parent or legal guardian, who also agrees to these Terms); (B) you are of legal age to form a binding contract; (C) you (and if you are between thirteen (13) and eighteen (18) years old, your parent or legal guardian) are not barred from using our Site under the laws and regulations of your place of residence (and if you are between thirteen (13) and eighteen (18) years old, the place of residence of your parent or legal guardian), or any other applicable jurisdiction; and (D) you (and if you are between thirteen (13) and eighteen (18) years old, your parent or legal guardian) are responsible for complying with all applicable laws and regulations relating to the Content Creator User's participation on our Site and will fully indemnify the Nejma Parties (defined below) for any failure to do so.

ii. Parent or Legal Guardian of Content Creator User, under age 13: Content Creator Users who are under thirteen (13) years old, may register only through a parent or legal guardian who, by registering, represents and warrants that: (A) he or she is the parent or legal guardian of the Content Creator User and agrees to these Terms; (B) neither the parent or legal guardian nor the Content Creator User is barred from using our Site under the laws and regulations of the place of residence of the parent, legal guardian, or the Content Creator User, or any other applicable jurisdiction; and (C) he or she is responsible for complying with all applicable laws and regulations relating to the Content Creator User's participation on our Site and will fully indemnify the Nejma Parties for any failure to do so.

iii. Organizations: A management company, manager, agency, agent, publicist, or other individual or organization (each, an "Organization") may register a Content Creator User ("Affiliated Content Creator"). By registering, the Organization represents and warrants for itself and each Affiliated Content Creator that: (A) the Organization is the authorized representative of the Affiliated Content Creator and (if any Affiliated Content Creator is below the age of eighteen (18), registering with any required consent of the Affiliated Content Creator's parent or legal guardian) and agrees to these Terms; (B) neither the Organization nor the Affiliated Content Creator is barred from using our Site under the laws and regulations of the place of residence of the Organization or any Affiliated Content Creator, or any other applicable jurisdiction; and (C) the Organization is responsible for complying with all applicable laws and regulations relating to Affiliated Content Creator's participation on our Site under these Terms and will fully indemnify the Nejma Parties for any failure to do so. In addition to these Terms, Additional Terms (defined below) may apply. To register Affiliated Content Creator as an Organization, please contact contentcreator@nejma.co.

c. Promotional Materials: At no cost to Nejma, you will provide to us the following promotional materials ("Promotional Materials") within seventytwo (72) hours of beginning the content creator on-boarding process on our Site: (i) if you would like us to promote your participation on our Site, a minimum of three (3) high resolution images of yourself that are acceptable to Nejma; (ii) your Site profile bio; and (iii) a promotional video of at least fifteen seconds (0:15) in length (and no more than one (1) minute) to let your fans know that they can book you on our Site. Please note that you will not be able to receive requests from Users until we receive your promotional video. From time to time we may request additional Promotional Materials from you for Nejma's use to promote you on or in connection with our Site or on any social media platform or third party website. Any other materials or photos of or concerning you that you approve for Nejma's use will also be Promotional Materials under these Terms.

d. You may not create a Nejma Video to promote a business without further written agreement and financial consideration negotiated by and among you, Nejma, and the User (and/or Recipient, as the case may be and the context may so dictate). If you are found to violate this provision, whether intentionally or not, you will be liable to pay, at minimum, a financial penalty equal to Ten Thousand United States Dollars (US$10,000) multiplied by each confirmed unauthorized use of a Nejma Video for purposes in violation of these Terms exclusive of, and in addition to, any other damages determined by a court of law in accordance herewith. Your rights to use the Site will be immediately suspended, and your rights to use the Site going forward shall be subject to Nejma's right to immediate termination (without prejudice to Nejma's, or the User/Recipient's, further rights and remedies at law or under these Terms.).

2. Description of Nejma Services

a. Nejma, provides, or procures, inter alia, some or all of the following services to you: (1) intermediary lead generation services; (2) limited payment collection agent services; (3) payment processing services; (4) back-end support services (such as processing complaints); (5) monitoring and enforcement of the Nejma Community Guidelines; (6) enhancements and upgrades to the Nejma technology powering the lead generation services; (7) marketing and promotional services in connection with the Nejma technology and, in some cases, you and your services; (8) data hosting and technology upgrades; (9) other services (including services not yet performed as of the last date these Terms were updated), and related services, such as delivery of the Nejma Video to the User, in connection with the foregoing (collectively, the "Nejma Services"). Nejma Services does not include third party costs, fees, and expenses, which may be passed on to you.

b. Nejma does not provide, or procure, the service of creating the Nejma Video to the User. The service of creating the Nejma Video is a service you provide directly to the User under an implied contract entered into directly between you and each User.

c. The User may request additional features to be added to the Nejma Video, such as translations, subtitling, or additional edits (e.g. added graphics or text such as "Happy Birthday" and the name of the recipient in another language at the bottom of the message) to the Nejma Video, which Nejma may perform for you as an add-on to the Nejma Services provided to you. You will pay one hundred percent (100%) of the proceeds for these add-on services to Nejma as payment.

3. Fees and Payment

a. Fees Payable to You by the User: Other than with respect to an expired request that you choose to fulfill (as set forth in Clause 1(a) (Nejma Videos)) and subject to these Terms, we, as your limited collection payment agent, will collect one hundred percent (100%) of the gross revenue owed to you from a User for each Nejma Video you create and deliver to fulfill such User's request that is accepted through our Site. We, or a third party payment processor, will remit to you all funds owed to you under your contract with each User. Prior to remitting payment to you, we will set off any monies owed to us by you for the Nejma Services (and, as the case may be, for payment of any third party costs, fees, and expenses that are not part of the Nejma Services, or are addon services). You will have the right to set your own price for each Nejma Video, provided, however, that your price must be at least U.S. $1 (unless otherwise agreed by Nejma). You represent and warrant that: (i) Nejma Videos are not, and are not intended to be, covered by any guild, union, collective bargaining, or similar agreement and there will be no residual or any other type of payment due from Nejma to you, to any third party, guild, or union, or pursuant to any collective bargaining agreement, in connection with any Nejma Video, payment from us to you, or our Site; (ii) Nejma is not responsible for, and will not make any deduction to payments made to you for any fees, commissions, costs, expenses, or payments of any kind to or with respect to any third party, including any manager, agent, attorney, representative, or service provider, in connection with any revenue earned by or payments made to you in connection with our Site; and (iii) Nejma is not responsible for any contributions, payments, taxes, or deductions for social insurance, retirement benefits, unemployment insurance, annuities, or pension, or welfare fund payments required by law or any labor union, or any withholding or income taxes.

b. Fees Payable to Us by You: For the first twelve (12) months following your agreement to use the Nejma Services (such date as determined by Nejma in its sole, reasonable discretion), you will pay us twenty-five percent (25%) of gross revenue generated from your use of the Nejma App (excluding add-on services or third party pass-through costs, which will be paid one hundred percent (100%) to Nejma (e.g. the cost of translation services, payment processing fees, or other add-on features such as filters, which Nejma will execute on your behalf under our contract with you as a sub-set of the statement of work comprising the Nejma Services for any given Nejma Video)). Your payment to us shall constitute payment for the Nejma Services. The payment owed to us by you may be subject to additional taxes depending on the location where the Nejma Services are provided and your primary place of residence. For the avoidance of doubt, you understand, acknowledge, and agree that the percentage, or fee structure, for calculating the fee for Nejma Services may change after the first 12-month period lapses.

c. Payment Processing: You agree to register with the third party payment provider selected by Nejma, which is currently stripe.com, or, if you live in a country in which stripe.com does not provide services or are an Organization, PayPal; any payment provider is subject to change in Nejma's sole discretion. You do not have the option to select a payment provider other than the one selected by Nejma. You agree to provide to the payment provider all information required by such payment provider in order to receive payments due via the payment provider. All payments will be in the currency you select with the payment provider. If you do not provide to the payment provider all required information, then you may not be able to receive the payments due to you. Nejma will not be responsible for any damages, losses, costs, expenses, or liabilities arising out of, or in connection with, your inability to receive payments as a result of your failure to provide such information. Subject to the applicable payment provider's terms, payment will be made to you by the payment provider within approximately two (2) weeks of receipt by Nejma of payment from the User for each request for a Nejma Video that you have fulfilled (as set forth in Clause 1(a) (Nejma Videos)). You acknowledge and agree that no payment provider used by Nejma is operated, owned or controlled by Nejma, and your use of any such payment provider is subject to the terms and conditions and privacy policies of that payment provider. We are not responsible for any delay, failure, damage, or liability caused by a payment provider, any other third party, a force majeure, or your failure to timely or properly set up an account with the payment provider or otherwise provide requested information for payment. Unless otherwise agreed by Nejma, you acknowledge and agree that you are solely responsible for any other fees, costs, and expenses incurred in connection with the use of a payment provider. Notwithstanding anything to the contrary contained in these Terms, if Nejma, in its sole discretion, believes that any fraud, money laundering, or other violation of law or regulation is taking place on or in connection with our Site, you acknowledge and agree that we may withhold, delay, or seek repayment of any payments we believe, in our sole discretion, may have arisen out of or in connection with any such violation of law or regulation.

d. Charities: If you identify any charitable entity on your booking page or identify your relationship with the charitable entity elsewhere on our Site (each, a "Charity"), you: (i) represent and warrant that you will comply with all applicable laws and regulations that arise as a result of that identification, including making any required disclosure, registering, or entering into any required agreement, such as co-venturer agreements; (ii) acknowledge and agree that we have the right in our sole discretion to reject your identification; (iii) represent and warrant that the Charity is in good standing at all times your identification is used, that within twenty-four (24) hours of your receipt of our request, you will provide us with written evidence of the Charity's good standing and charitable status in all applicable jurisdictions, and that you will promptly remove the identification if the Charity ceases to be in good standing; (iv) represent and warrant that you will be responsible for making any payment to the Charity (unless we expressly agree in writing in advance to do so on your behalf and in satisfaction of our payment obligations to you under these Terms); and (v) represent and warrant that you have all rights necessary to grant to us a license to use the name and logo of the Charity in connection with our Site, including on our Site, in your identification, and in any social and other media. Any Charity identified must comply with Nejma's Community Guidelines, and you agree that Nejma has the absolute right to reject any use of a Charity on the Site at its sole discretion. You further acknowledge and agree that we may add, in our sole discretion, to your booking page language similar to the following (subject to change in our sole discretion): "Nejma has no affiliation with, and does not endorse, [Charity]. Any payment or donation to [Charity] is the sole responsibility of [your name], and Nejma is not responsible or liable for same. Only [your name]'s portion of the fee paid to Nejma for a Nejma Video will be donated to [Charity]." If you choose to participate in a promotion conducted by Nejma that involves a charitable entity, Additional Terms may apply.

e. Content Creator Referral Program: Under Nejma's referral program, we offer you and others who register on our Site as a content creator referral source ("Nejma Partner") the opportunity to provide their friends, families, or other personal contacts with a unique referral code we provide to you ("Code") that a prospective content creator can use to register with Nejma to begin creating Nejma Videos under a direct implied contract with Users using the Nejma Services accessed through the Site (the "Referral Program"). To participate in the Referral Program, you must agree to the following Referral Program Terms and Conditions ("Referral Terms"), as well as the remainder of these Terms:

i. Nejma reserves the right to suspend or terminate the Referral Program or your ability to participate in the Referral Program at any time for any reason. Without limiting the foregoing rights, we reserve the right to disqualify you from participating in the Referral Program at any time at our sole discretion if you fail to comply with these Referral Terms. Violations of these Referral Terms may also result in the forfeiture of all Referral Fees (defined below), you previously earned through the Referral Program. We reserve the right to review and investigate activities undertaken in connection with the Referral Program and to suspend your Site account or modify the consideration (e.g. the Referral Fee), in our sole discretion, as we deem fair and appropriate, including for actions that are legal but otherwise circumvent the intent and spirit of the Referral Program.

ii. Eligibility to participate in this Referral Program is limited to individuals who have registered an account on our Site as a Content Creator User or Nejma Partner and agree to these Terms. This Referral Program cannot be used by businesses for affiliate lead generation or other commercial purposes. Employees, officers, directors, contractors, agents, interns, and representatives of Nejma are not eligible to participate in the Referral Program. Registered Organizations, and any employees, officers, directors, contractors, agents, interns, and representatives of registered Organizations, are not eligible to participate in the Referral Program, nor are parents/guardians of Content Creator Users under the age of eighteen (18).

iii. For every new user who registers as a new content creator on our Site using your Code ("Referred Content Creator"), for six (6) months, beginning on the date that the Referred Content Creator initiates onboarding as a new content creator on our Site using your Code, we will pay to you twelve percent (12%) of the revenue owed to Nejma for the Nejma Services that is generated by such Content Creator User for each Nejma Video the Referred Content Creator created and delivered to fulfill a User's request accepted through our Site (the "Referral Fee"). The foregoing notwithstanding, the Referral Fee, and any calculations derived thereof, shall exclude third party costs (payment processing services, etc.); add-on services (translations, filters, etc.) that are a portion of the Nejma Services; tips (if applicable); Nejma Videos for which no revenue was earned; and, at Nejma's discretion, Nejma Videos to which a promotion applies or for which a promo code was used. The Referral Fee is based on revenue paid to Nejma for the Nejma Services only and is paid only from Nejma's net share of the revenue (as described in Section 3 (Fees and Payment) above and elsewhere through these Terms). Notwithstanding anything to the contrary contained in these Terms, you acknowledge and agree that if the new user you referred fails to use your Code when registering, has previously registered on our Site (with another code, under another name, or otherwise), or has previously begun the on-boarding process for our Site, or if anyone else has received or is receiving a Referral Fee from us in connection with that new user, we will not pay, nor do we owe, any Referral Fee, payment, or credit to you or your Site account. You further acknowledge and agree that each Referred Content Creator may have one, and only one, lifetime referring person or entity, and that we are not obligated to pay a Referral Fee to more than one referring person or entity with respect to any Referred Content Creator. All of the foregoing, including calculation of the Referral Fee, is determined by Nejma in its sole discretion, and your use, or continued use, of the Site is dependent on your absolute and unconditional acceptance of the foregoing.

iv. This Referral Program may be used only for personal purposes and you may share your Code only with your personal connections. You may not advertise your Code or share it with anyone other than your friends, family, or other personal contacts (for example, you may not share it on a social media channel). We reserve the right to revoke or refuse to issue any Referral Fees for Referred Content Creator that we suspect were generated through improper channels or otherwise in violation of these Referral Terms. Nejma, in its sole, reasonable discretion, shall determine the authenticity and veracity of a referral through the Referral Program, including disqualification of any referral and reimbursement to Nejma of any Referral Fees that were paid for referrals that should not have qualified or were otherwise deemed ineligible by Nejma in its sole discretion.

v. You represent and warrant that any messages you use to share your Code with your personal connections will: be created and distributed in a personal manner; not be distributed in a bulk manner; and not be an unsolicited commercial email or a "spam" message under any applicable law or regulation. Any messages that do not meet these requirements are expressly prohibited and constitute grounds for immediate suspension and/or termination of your Site account and participation in this Referral Program. Registrations on our Site by a Content Creator User using a Code that was distributed through an unauthorized channel will not be valid and any Referral Fees issued in connection with such transactions may be revoked.

vi. We reserve the right to deactivate your Site account and any Referred Content Creator's Site account, cancel all related Referral Fees, and seek repayment if we determine, in our sole discretion, that either you or the Referred Content Creator: (A) has tampered with this Referral Program; (B) has used (or attempted to use) this Referral Program in a fraudulent, abusive, unethical, or otherwise questionable or suspicious manner; (C) has breached any of these Referral Terms; or (D) has violated any law or regulation or infringed or violated the rights of any third party. We also reserve the right to cancel this Referral Program or change these Referral Terms at any time and for any reason in our sole discretion.

vii. By participating in the Referral Program, you agree to release and hold harmless Nejma Parties from any and all economic liabilities, claims, damages, loss, harm, costs or expenses, including property damage, that arise from or relate in any way to the Referral Program. THIS PARAGRAPH 3(e)(vii) APPLIES ONLY TO ECONOMIC DAMAGES AND DOES NOT APPLY TO CLAIMS OF FRAUD OR PERSONAL INJURY.

4. Creator Content

a. License Grant to Creator Content: Our Site allows you to upload, submit, store, send, transmit, approve, and receive content and data, including your Nejma Videos and Promotional Materials (collectively, the "Creator Content"). When you upload, submit, store, send, transmit, approve, or receive Creator Content to or through our Site, you grant to us a non-exclusive, royalty-free, fully paid, unlimited, worldwide, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license in any and all manner and media, whether now known or hereinafter invented (including social media channels and third party websites and platforms), to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes we make so that Creator Content works better with our Site or otherwise), and to use your Creator Content for the purposes of operating and providing our Site, to develop and improve our products and services, and to advertise, market, and promote our Site, products, and services, and you agree that such Creator Content may, in Nejma's sole discretion, be used, including performed or displayed, in connection with any other elements, materials, copyrights, rights of publicity or copyrighted materials. You agree that we may display advertising with or in connection with your Creator Content. You further acknowledge and agree that Nejma has no obligation to you in connection with any advertising displayed on or in connection with our Site (including no obligation to share any revenue received by Nejma as a result of any such advertising).

b. License Grant to Users: You hereby grant to the User and the Recipient of the Nejma Video a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, and perpetual license to use, reproduce, distribute, and publicly display the Nejma Video, in each case, solely in accordance with the Site Terms of Service and Nejma Community Guidelines, in any and all media, whether now known or hereafter invented (including social media channels and third party websites and platforms).

c. Right to Remove Nejma Videos: In some circumstances, we may need your authorization to remove a Nejma Video from social media channels or third party websites or platforms, and we will notify you of our intent to remove it. You hereby grant to us the right to act as your authorized agent in order to submit any notice or other legal demand (written or otherwise) with respect to your Nejma Videos worldwide in all jurisdictions.

d. Licenses: Please note that the licenses granted in this Section 4 (Creator Content) are fully-paid and royalty free, meaning we do not owe you anything in connection with the use of your Creator Content, by us, Users, or third parties (including Recipients), other than the payment owed to us by you as set forth in Section 3 (Fees and Payments) (or as may be otherwise set forth herein or in any other separate written agreement which relates to any services or products we provide to you (or otherwise procure on your behalf)). We may exercise our rights under this license anywhere in the world. We may sublicense our rights as needed to provide and promote our Site or otherwise in accordance with these Terms, and Users may sublicense their rights subject to the Site Terms of Service. Finally, the licenses granted in this Section 4 (Creator Content) are perpetual, meaning that the rights granted under these licenses continue even after you stop using our Site or the Nejma Services.

e. Talent Content Representations and Warranties: You represent and warrant that:

i. you own all rights in and to your Creator Content and Feedback and that you have the right to grant the rights described in these Terms;

ii. you have paid and will pay in full any fees, royalties, or other payments that are due or may become due in connection with any use of your Creator Content and Feedback by us, Users, or third parties (including Recipients) as described in these Terms;

iii. your agreement to these Terms and the provision of any services by you does not violate any agreement that you may have with any third party;

iv. your Creator Content and Feedback does not infringe, misappropriate, or otherwise use without necessary authorization, any intellectual property rights, privacy rights, publicity rights, moral rights, or other legal rights of any third party, or violate any law, regulation, or court order;

v. you will not post or make publicly available any Nejma Video that the User has requested remain private and you will not ask us for permission to create or post same;

vi. you will not contact, respond to or communicate with any User that you meet on or through our Site, other than to deliver the Nejma Video through our Site;

vii. you will not provide your contact information to any User or send merchandise or anything else to a User other than as permitted by these Terms;

viii. you agree not to edit, change, modify, or remove the watermark from any Nejma Video or assist or encourage any third party to do so;

ix. you will not remake any Nejma Video unless asked by us to do so. You, and you alone, are solely responsible for complying with the foregoing representations and warranties set forth directly above in this Clause 4(e) (Talent Content Representations and Warranties)

f. Treatment of Creator Content: Any Creator Content is non-confidential, nonproprietary, and must not contain or include any information which you do not have the right to disclose or that you do not wish to be disclosed. We will not be responsible or liable for any use or disclosure of Creator Content, including any personal information included in that Creator Content. You acknowledge and agree that your relationship with us is not a confidential, fiduciary, jointventure, employer/employee, agency, or other type of special relationship, and that your decision to participate in our Site or submit any Creator Content does not place us in a position that is any different from the position held by members of the general public, including with regard to your Creator Content. None of your Creator Content will be subject to any obligation of confidence by us, Users, or third parties (including Recipients), and we will not be liable or responsible for any use or disclosure of any Creator Content.

g. Refusal and Removal of Creator Content: We may refuse to accept or transmit Creator Content for any reason without notice to you. We may remove Creator Content from our Site for any reason without notice to you at any time.

h. Cancellation of Site Account: If you cancel your Site account, you may, on at least five (5) business days' advance written notice to us, request that we no longer include your Nejma Videos on our Site and that we not make any new public use of them. You acknowledge and agree that we cannot restrict the use of your existing Nejma Videos by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients), and we have no obligation to remove any other uses of your Nejma Videos (including from social media channels or third party websites or platforms).

i. Moral Rights: You hereby waive any and all moral rights or "droit moral" that you may have in Creator Content, and you represent and warrant that no third party has any moral, "droit moral," or other rights in the Creator Content.

5. Ownership

a. Other than Creator Content, we, or our licensors own all right, title, and interest in and to: (i) our Site and the "look and feel" of our Site, including all software, ideas, processes, data, text, media, and other content available on our Site (individually, and collectively, "Nejma Content"); and (ii) our trademarks, logos, and brand elements ("Marks"). Our Site, Nejma Content, and Marks, are each protected under U.S. and international laws. You may not duplicate, copy, or reuse any portion of the HTML/CSS, JavaScript, visual design elements, or concepts without our prior express written consent.

b. To the extent you submit any ideas, suggestions, proposals, plans, or other materials related to our business (individually, and collectively, "Feedback"), you acknowledge and agree that you are submitting that Feedback at your own risk and that Nejma has no obligation (including no obligation of confidentiality or privacy) with respect to your Feedback, and you grant to Nejma a non-exclusive, royalty-free, fully paid, unlimited, worldwide, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes), and otherwise use and exploit in any manner (including commercially), any and all Feedback. You hereby waive any moral rights you may have in any Feedback.

6. Additional Terms

Some products or services offered through the Site may have additional terms and conditions ("Additional Terms"). If Additional Terms apply, we will make them available for you to read in connection with that product or service. By using that product or service, you agree to the Additional Terms. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless otherwise specified in such Additional Terms.

7. Eligibility

a. Age: You must be at least thirteen (13) years old to use our Site. If you are a minor or under the age of majority in your state of residence, your parent or legal guardian must agree to these Terms on your behalf and you may access and use our Site only with permission from your parent or legal guardian.

b. Representations and Warranties: You represent and warrant that:

i. you have not been prohibited from using or accessing any aspect of our Site by us or under any applicable law or regulation;

ii. you will comply with all of the terms and conditions, as revised from time to time, of any third party payment provider selected by us, and you are not on a prohibited list of that third party payment provider;

iii. if you include an animal in any Nejma Video, you will cause no harm to the animal and will comply with all applicable laws and regulations;

iv. we have not previously disabled any Site account you created or controlled for violation of any law or regulation, the infringement of any third party right, or the violation of any of these Terms; and

v. you are not a convicted sex offender.

c. Export Control: You may not use, export, import, or transfer any part of our Site except as authorized by the applicable laws and regulations of the United States of America, the laws and regulations of the jurisdiction in which you use or access our Site, or any other applicable laws and regulations.

8. Acceptable Use of our Site

Your Responsibilities: You are responsible for your use of any Nejma Video, your Site account, our Site, and Creator Content. For the absolute avoidance of doubt, your use of any Nejma Video includes use anywhere (on our Site or otherwise). In addition to agreeing, understanding, and acknowledging that your actions hereunder are subject to the Nejma Community Guidelines, you represent and warrant that in creating and using a Nejma Video, your Site account, our Site, and Creator Content, you will not:

i. violate any law, regulation, or court order;

ii. violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral, or other legal rights of any third party;

iii. even if requested by a User: take any action that is or submit, post, share, or communicate anything that is or that incites or encourages action that is, explicitly or implicitly: illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity);

iv. send advertising or commercial communications, including spam, or any other unsolicited or unauthorized communications;

v. engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from our Site, including from any User;

vi. transmit any virus, other computer instruction, or technological means intended to, or that may, disrupt, damage, or interfere with the use of computers or related systems;

vii. stalk, harass, threaten, or harm any third party;

viii. impersonate any third party;

ix. participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud;

x. use any means to scrape or crawl any part of our Site;

xi. attempt to circumvent any technological measure implemented by us, any of our providers, or any other third party (including another User) to protect us, our Site, Users, Recipients, or any other third party;

xii. attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide our Site; or

xiii. advocate, encourage, or assist any third party in doing any of the foregoing.

b. Investigations: You acknowledge and agree that we are not obligated to monitor access to or use of our Site by you or third parties (including monitoring Creator Content), but we have the right to do so in order to operate our Site, to ensure compliance with these Terms, to comply with applicable law, regulation, court order, or other legal, administrative, or regulatory request or process, or otherwise.

9. Copyright and Intellectual Property Policy

a. Termination Policy: If we determine that you are a repeat infringer of copyright, we may terminate your access to our Site and take other appropriate action in our sole discretion.

b. Digital Millennium Copyright Act Notice: We respond to notices of alleged copyright infringement and terminate access to our Site for repeat infringers. If you believe that your material has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:

i. your address, telephone number, and email address;

ii. a description of the work that you claim is being infringed;

iii. a description of the material that you claim is infringing and are requesting be removed along with information about where it is located;

iv. a statement that you have "a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law";

v. an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and

vi. a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

c. Copyright Agent: Nejma Inc. c/o Legal Department 251 Little Falls Drive Wilmington, New Castle County, DE 19808

d. You acknowledge and agree that if you fail to comply with the requirements of this Section 9 (Copyright and Intellectual Property Policy) your notice may not be valid. For the avoidance of doubt, only notices of alleged copyright infringement should be directed to our Copyright Agent.

10. Privacy

a. Our Privacy Policy explains how we collect, use, and share personal information and other data.

b. By using our Site, you agree to our Privacy Policy.

c. For the absolute avoidance of doubt, should we be compelled, or requested, to release your personal data, or any data or information related to: (i) your use of the Site; (ii) Nejma Services; (iii) your relationship with a User; (iv) a Nejma Video, (v) etc., by a court order or other lawful directive by a court of competent jurisdiction law enforcement for any reason whatsoever, including without limitation information related to a case where your access to the Site or Nejma Services was suspended and/or terminated, you grant us the right to release such data in cases where we are compelled by law or voluntarily asked to do so.

11. Third Party Content and Interactions

a. Our Site may contain features and functionalities that may link to or provide you with access to third party content, including Nejma Videos, that is completely independent of us, including websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general.

b. Your interactions with third parties, including Users, found on or through our Site are solely between you and the third party. You should make whatever investigation you feel necessary or appropriate before proceeding with the interaction.

c. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities of any kind or nature incurred as the result of any such interaction. If you become involved in a dispute as a result of any such interaction, you acknowledge and agree that we are under no obligation to become involved.

d. You hereby release each Nejma Party (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes or our Site.

e. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

12. Nature of Relationship Between You and Nejma

a. You and Nejma agree and declare that these Terms create an independent contractor relationship between you and Nejma, and it is the parties' express intent that their relationship be interpreted and held to be that of independent contractor for all purposes. The Site and Nejma Services are simply one of many tools at your potential disposal that you have voluntarily elected to use to source potential revenue generating contracting opportunities.

b. You are using the Site to use the Nejma Services to source opportunities to independently and directly contract with third parties for the purpose of generating revenue directly for yourself. Your use of this Site, and the Nejma Services, does not, and shall not, preclude, or otherwise prevent you, in any way, shape, or form, from using other means (including existing means you use today, which may, or may not, be as useful as using our Site) or competing sites, or sourcing revenue opportunities on your own.

c. Should your ability to use, or access, this Site or the Nejma Services be terminated and/or suspended completely or in part by us for a violation of the Terms, or for any other lawful reason, nothing shall preclude, or otherwise prevent you, in any way, shape, or form, from using other means (including existing means you use today, which may, or may not, be as useful as using our Site) or competing sites to use sites and services similar to this Site or the Nejma Services.

d. You acknowledge and agree that you are not a joint venturer, franchisee, partner, agent, or employee of Nejma, and will not represent yourself as such. e. You are solely and exclusively responsible for determining the manner, method, details, and means of your performance under these Terms. We have no right to, and will not, control the manner or determine the method of accomplishing your performance. Your agreement to include the Nejma Community Guidelines as part of your own contract between you and each Content Creator User is a voluntary pre-condition tied to your use, and continued use, of the Site.

f. You represent and warrant that as between Nejma and you (whether a Creator Content User, parent or legal guardian of a Content Creator User, an Organization, Affiliated Content Creator, Nejma Partner, or otherwise), you assume sole liability for, and will pay or cause to be paid, all applicable contributions, payments, taxes, and deductions for social insurance, retirement benefits, unemployment insurance, and annuities, pension or welfare fund payments required by law or any labor union, and all withholding taxes, or income taxes, and make any reports required as a result of participation on our Site under these Terms.

g. You will use your own equipment to perform your obligations under these Terms and under any implied contract between you and any User for the production of a Nejma Video. You are solely responsible for making any disclosure required by any applicable law, regulation, court order or any agreement you may have with any third parties to any person or entity regarding your performance under these Terms.

h. Your relationship with Nejma is non-exclusive, meaning that you can provide similar services to third parties and that we can, and do, engage third parties to provide similar services to those contemplated by these Terms.

13. Nature of Relationship Between You and Each User

a. You are using the Site and Nejma Services to source users so that you can independently and directly contract with each such User to provide services connected with the creation of a Nejma Video. For the absolute avoidance of doubt, you understand, agree, and acknowledge that Nejma, and any of its affiliates (now existing and/or hereafter created and/or acquired), is not a party to any such independent, direct contract between you and each User whether such contract is implied, oral, or reduced to a written instrument.

b. For the absolute avoidance of doubt, any implied contract, and any reference to an implied contract herein, between you and a User may be reduced to a written instrument between you and such User directly and independently for the production of a Nejma Video by the Content Creator User provided such written agreement is: (i) lawful under applicable laws and regulations; (ii) does not otherwise contravene, circumvent, or otherwise make impossible any obligations, or responsibilities, that the User or the Content Creator User may have to Nejma under its separate agreement(s) with Nejma; and (iii) voluntarily includes the Nejma Community Guidelines.

c. Any such implied and/or written agreement shall be independent from:

i. any agreement(s) (written or otherwise) entered into by the User and Nejma related to the use and continued use of the Site;

ii. any agreement(s) (written or otherwise) entered into by the Content Creator User and Nejma related to the use and continued use of the Site; and

iii. the obligations and responsibilities that the User and Content Creator User have to comply with applicable laws and regulations.

14. Links; Changes to Our Site

a. Links: Our Site may contain links to social media platforms or third party websites. You acknowledge and agree that: (i) the link does not mean that we endorse or are affiliated with the platform or website; and (ii) we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your use of the platform or website. You should always read the terms and conditions (including without limitation the privacy policy) of the platform or website before using it.

b. Changes to Our Site: We enhance and update our Site often. You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice (written or otherwise) to you or any of your representatives, guardians, agents, etc.

15. Termination and Reservation of Rights

a. You may stop using our Site at any time. You may cancel your Site account at any time by contacting a member of the Nejma team at contentcreator@nejma.co.

b. We reserve the right to terminate, or suspend, access to our Site to any person, including you, at any time, for any reason, in our sole discretion. If you violate any of these Terms, your permission to use, or access, our Site automatically terminates.

16. Disclaimers and Limitations on our Liability

a. You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an "as is" and "as available" basis. To the extent permitted by applicable laws and regulations, the Nejma Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, and non-infringement and those arising out of course of dealing or usage of trade.

b. In particular, the Nejma Parties make no representations or warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third party website linked to or integrated with our Site. You acknowledge and agree that the Nejma Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of the use of any content posted or shared through our Site.

c. You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including a User request, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through a Nejma Video, will create any warranty not expressly made by us.

d. You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that Nejma is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against any Nejma Party with respect thereto.

e. To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any Nejma Party be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Nejma has been advised of the possibility of such damages.

f. To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by Nejma from you during the twelve (12) months preceding the claim giving rise to such liability.

g. Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.

h. You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between Nejma and you.

17. Indemnification

a. You agree to indemnify, defend, and hold harmless Nejma and its parents, subsidiaries, affiliates, officers, employees, interns, directors, shareholders, agents, partners, and licensors (each, a "Nejma Party, " and collectively, "Nejma Parties") from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys' fees and costs) of any kind or nature, arising from, out of, in connection with, or relating to:

iv. any actual or alleged breach of these Terms by you or anyone using your Site account;

v. any actual or alleged violation of any laws or regulations or infringement of any rights of any third party by you or anyone using your Site account;

vi. your negligence, misconduct, or fraud;

vii. any action or inaction by you or anyone acting on your behalf;

viii. any Organization or Affiliated Content Creator;

ix. any Charity;

x. your status as a parent or legal guardian of a Content Creator User;

xi. Creator Content;

xii. to the fullest extent permitted by applicable law, actions, or inactions, relating to your use of our Site;

xiii. Feedback;

xiv. your eligibility, for any reason whatsoever, to use the Site; or

xv. your participation in the Referral Program.

b. Nejma will have the sole right to select counsel to be paid for by you in connection with any indemnification owed by you. You will reasonably cooperate with us in connection with this indemnification and any defense.

18. Arbitration Agreement and Waiver of Certain Rights

a. Arbitration: You and Nejma agree to resolve any disputes between you and Nejma through binding and final arbitration instead of through court proceedings. You and Nejma each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and Nejma relating to these Terms or our Site (each a "Claim," and collectively, "Claims"). Any Claim will be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association ("AAA Rules"). The arbitration will be heard and determined by a single arbitrator. The arbitrator's decision will be in writing, will include the arbitrator's reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The arbitration and all proceedings will be conducted exclusively in the English language. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

b. No Preclusions: This arbitration agreement does not preclude you or Nejma from seeking action by federal, state, or local government agencies. You and Nejma each also have the right to bring any qualifying Claim in small claims court. In addition, you and Nejma each retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed to be either incompatible with these Terms or a waiver of the right to have disputes submitted to arbitration as provided in these Terms. c. No Class Representative or Private Attorney General: You and Nejma each agree that neither may act as a class representative or private attorney general or participate as a member of a class of claimants, with respect to any Claim. You agree that Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or Nejma). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

d. Severability/No Waiver/Survival: If any provision of this Section 18 (Arbitration Agreement and Waiver of Certain Rights) is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section 18 (Arbitration Agreement and Waiver of Certain Rights) will continue in full force and effect. No waiver of any provision of this Section 18 (Arbitration Agreement and Waiver of Certain Rights) will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section 18 (Arbitration Agreement and Waiver of Certain Rights) of these Terms will survive the termination of your relationship with Nejma. e. 30-Day Opt-Out Right: You have the right to opt out of the provisions of this Arbitration Agreement by sending, within thirty (30) days after first becoming subject to this Arbitration Agreement, written notice of your decision to opt out to the following address: Nejma Inc., c/o Legal Department, 251 Little Falls Drive, Wilmington, New Castle County, DE 19808. Your notice must include your name and address, any usernames, each email address you have used to set up an account on our Site, and an unequivocal statement that you want to opt out of this Arbitration Agreement. You agree that if you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.



f. LIMITATIONS: This Section 18 (Arbitration Agreement and Waiver of Certain Rights) limits certain rights, including the right to maintain certain court actions, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in AAA rules, and the right to certain remedies and forms of relief. In addition, other rights that you or Nejma would have in court may not be available in arbitration.

19. Other Provisions

a. Force Majeure: Under no circumstances will any Nejma Party be liable for any delay or failure in performance due in whole or in part to any acts of God, earthquakes, unavoidable accidents, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, pandemic/epidemic (or other major health emergency as declared by the World Health Organization or applicable local authorities), blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of any Nejma Party.

b. Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws and regulations of the State of Delaware, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms or our Site that is filed consistent with Section 18 (Arbitration Agreement and Waiver of Certain Rights), will be filed only in the state or federal courts located in Wilmington, Delaware. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.

c. Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.

d. No Waiver or Amendment: The failure by Nejma to enforce any right or provision of these Terms will not prevent Nejma from enforcing such right or provision in the future and will not be deemed to modify these Terms.

e. Assignment: Nejma may, at any time, assign its rights and obligations under these Terms, including in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.

f. Miscellaneous: The term "including" in these Terms will be interpreted broadly and will mean "including, without limitation." Titles are for convenience only and will not be considered when interpreting these Terms.

20. Changes to these Terms

a. From time to time, we may change these Terms. If we change these Terms, we will give you written notice by electronic means (and only as and when required by applicable law) and by posting the revised Terms on our Site and updating the "Last Updated" date at the top of these Terms.

b. The revised Terms will be effective immediately if you are a new user of our Site and will be effective seven (7) days after posting if you are an existing registered user unless you accept the revised Terms before that time. The foregoing notwithstanding, if a change in laws/regulations (such as the imposition of a new tariff, tax, etc.) or economic conditions (such as a financial recession), has, or may have, a substantial effect on the cost of Nejma Services as determined by Nejma in its sole discretion, then Nejma may change the terms and conditions of these Terms immediately and without notice you, including without limitation with respect to material terms such as any financial considerations (e.g. fees, Referral Fees, etc.) specified herein.

c. By continuing to use our Site, you agree to the revised Terms. Please print a copy of these Terms for your records and PLEASE check the Site frequently for any changes to these Terms. As a reminder and an absolute condition of these Terms, any update to these Terms shall supersede any previous version(s) of the Terms in accordance with the terms and conditions set forth in these Terms.