Terms of Use

By registering a brand account, accessing the dashboard, purchasing FOMO points, or otherwise using the Service, you agree to be bound by these Terms and our Privacy Policy. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to both you and the organization.

If you do not agree with any part of these Terms, do not create an account or use the Service.

To use the Service, you must:

• Be at least 18 years old.
• Be authorized to act on behalf of the brand, business, or other legal entity for which you are registering.
• Not be located in, or a national or resident of, any country or region subject to comprehensive U.S. trade sanctions, and not be listed on any U.S. or other applicable government denied-party or sanctions list (including OFAC's SDN list).
• Not be barred from receiving the Service under applicable law.

You agree to provide accurate, current, and complete information during registration and to keep it updated. You are responsible for safeguarding your login credentials and for any activity that occurs under your account, whether or not authorized by you.

Notify us immediately at legal@fomosocial.com if you suspect unauthorized use of your account. We are not liable for losses caused by your failure to keep your credentials secure.

"FOMO points" ("Points") are the in-platform unit used to fund campaigns and reward users inside the ComeClosely ecosystem. The conversion rate is fixed at 100 Points = $1.00 USD.

• Purchase. Points are purchased in USD via Stripe. By purchasing, you authorize us (and Stripe) to charge your selected payment method.
• Closed loop. Points are non-cashable, non-transferable between brands, and only redeemable inside the ComeClosely ecosystem at your brand. Points have no independent monetary value outside the Service.
• Tax. Prices are exclusive of applicable taxes. You are responsible for any sales, use, VAT, GST, or similar taxes arising from your purchase, except for taxes on our net income.
• Refunds. Unallocated Points sitting in your brand wallet are refundable within 30 days of purchase, less payment-processor fees that we cannot recover. Points that have already been allocated to a campaign or awarded to a user are non-refundable.

A "Campaign" is the configuration you publish that defines what user actions earn Points and what rewards they redeem for. You are responsible for the legality, accuracy, and content of every Campaign you publish.

Permitted. Lawful promotion of your own brand, products, or events using content you own or are licensed to use.

Prohibited. You must not run Campaigns that:

• Promote illegal goods, services, or activity.
• Contain hate speech, harassment, threats, or sexually-explicit material involving minors.
• Use misleading metrics, fake claims, or deceptive mechanics.
• Encourage account sharing, sock-puppet engagement, or circumvention of platform rules.
• Infringe a third party's intellectual-property, privacy, or publicity rights.

We reserve the right to pause, modify, or remove Campaigns that we reasonably believe violate these Terms or applicable law, with or without notice.

When a ComeClosely user completes an action that your Campaign rewards, Points are awarded to that user from your Campaign budget. Once awarded:

• Awarded Points belong to the user. You cannot rescind, claw back, or transfer them.
• You commit to honoring redemptions of those Points at the rewards described in the Campaign, until the earlier of (a) the Campaign end date or (b) the Campaign's allocated Point pool being depleted.
• If you wish to extend a Campaign past its end date or add more Points to the pool, you may do so from the dashboard at any time.

Failure to honor outstanding redemptions in good faith is a material breach of these Terms.

You agree not to, and not to assist any third party to:

• Scrape, crawl, harvest, or otherwise extract data from the Service except via APIs we expressly provide.
• Reverse-engineer, decompile, or attempt to derive the source code of the Service, except to the extent applicable law forbids such restrictions.
• Use bots, scripts, or other automation to abuse rate limits, evade billing, or generate inauthentic engagement.
• Buy, sell, or arrange fake likes, shares, follows, or other engagement signals on the Service or on any connected platform.
• Probe, scan, or test the vulnerability of the Service, or breach any security or authentication measure, except under a coordinated disclosure program with us.
• Use the Service to transmit malware, phishing attempts, or unsolicited bulk communications.

Our IP. The Service, including all software, designs, text, graphics, logos, and the FOMO Social and ComeClosely names and marks, is owned by us or our licensors and is protected by intellectual-property laws. We grant you a limited, revocable, non-exclusive, non-transferable license to use the Service in accordance with these Terms.

Your IP.You retain all rights in the brand assets, copy, images, video, and other content you upload ("Brand Content"). You grant us a worldwide, royalty-free, non-exclusive license to host, store, reproduce, modify (for technical purposes such as resizing), and display Brand Content solely as needed to operate, provide, and promote the Service.

Feedback. If you send us suggestions or feedback, we may use them without restriction or obligation to you.

You may terminate your account at any time from the dashboard or by emailing us. We may suspend or terminate your access, with or without notice, if you breach these Terms, create risk or legal exposure for us or our users, or if required by law.

On termination, any unallocated Point balance in your brand wallet is refundable to your original payment method per the refund policy in Section 4. Outstanding user-earned Points remain redeemable until they expire by their existing Campaign rules; you remain responsible for honoring those redemptions.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

We aim for high uptime and continuous availability, but we do not commit to a service-level agreement (SLA) in this version of the Service. The Service may be interrupted for maintenance, updates, or causes outside our reasonable control.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES YOU PAID TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

You will defend, indemnify, and hold harmless FOMO Social and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service in violation of these Terms or applicable law; (b) Brand Content you submit; or (c) your alleged infringement, misappropriation, or violation of any third party's intellectual-property, privacy, or other rights.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.

Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved informally will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration will be New York, New York. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action waiver. You and we each agree that disputes will be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

Filing window. Any claim must be filed within one (1) year after the cause of action arose, or it is permanently barred.

We may update these Terms from time to time. For material changes, we will notify registered brand contacts at least 30 days before the changes take effect, by email and via an in-product notice. Continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree, you may terminate your account before the changes take effect and request a refund of any unallocated Points per Section 4.

Questions about these Terms? We're happy to walk through any clause.

• Email: legal@fomosocial.com
• Web: fomosocial.com/contact

ComeClosely, Inc. · Delaware, USA