Introduction.

This is an Agreement between you and Social Kit, Inc., a Delaware corporation with a registered office at 2261 Market Street STE 74683, San Francisco, CA 94114, USA, operating under the brand Creally (hereinafter referred to as "Creally", "we", "us", or "our"), that describes the Terms of Service ("Terms") regarding your access to and use of content, reports, documents, products, and online services (collectively referred to as the "Services") made available through creally.io and creally.co (referred to collectively as the "Site"). Please read these Terms carefully, as they govern your use of the Site and Services.

1. Agreement Acceptance

1. By accessing or using the Site and/or Services, you agree to comply with and be bound by these Terms, whether on your own behalf or on behalf of a legal entity you represent. If you are entering into these Terms on behalf of a legal entity, you confirm that you have the authority to bind that entity and its affiliates to these Terms. If you do not agree with these Terms, you are prohibited from accessing or using the Site and Services.

 2. Definitions

1. "AI Tools" means the artificial intelligence-powered features and functionalities made available as part of the Services, including without limitation automated creator discovery, data analysis, and content generation features.
   
   "AI Output" means any data, content, recommendations, analyses, explanations, insights, or text generated or assisted by AI Tools.
   
   "Creator" means an influencer, content creator, or similar individual whose profile data is accessible through the Platform.
   
   "Creator Data" means publicly available information about Creators sourced from third-party platforms and public sources, which may include profile information, engagement metrics, and audience demographics.
   
   "Platform" means the Creally software-as-a-service platform accessible at creally.io and creally.co.
   
   "Your Data" means personal data you provide to Creally when you make use of the Site and the Services.

 3. Amendments

1. Creally reserves the right to revise, amend, or change these Terms at any time without prior notice. It is your responsibility to review these Terms periodically. Your continued use of the Services after changes take effect constitutes your acceptance of the updated Terms. If you do not agree with the modifications, you must stop using the Services.

4 Your Use of the Services

1. 4.1 Creally grants you a limited, non-exclusive, non-transferable, personal, and non-assignable license to use the Site and Services in accordance with these Terms.
   
   4.2 You agree not to reproduce, resell, or modify the Services without explicit written permission from Creally.
   
   4.3 You are prohibited from reverse-engineering, decompiling, or creating derivative works from the Services.
   
   4.4 Compliance with all applicable laws and regulations is required when using the Site and Services.
   
   4.5 You are required to successfully sign up for a personal account (the "Personal Account") and be issued with a user name and password login ("User ID") in order to use the Services. You shall keep your User ID secure and shall not share your User ID with anyone else.

5. Provision of the Services

1. 5.1 Creally reserves the right to modify, terminate, suspend, or otherwise adjust any and all aspects of the Services at any time without prior notice.
   
   5.2 Creally may disable access to Services for non-payment or other material breach of these Terms. You may be prevented from accessing your content stored on the Site.
   
   5.3 Each user is permitted to operate only one account per person, unless operating a company account with multiple authorized users.
   
   5.4 AI Tools Modification: Creally may, at its sole discretion and without prior notice, modify, update, suspend, replace, or discontinue any AI Tools or underlying AI models. Such changes shall not constitute a breach of this Agreement.

6. Security

1. 6.1 You agree to provide accurate and up-to-date information during the registration process.
   
   6.2 You are responsible for protecting any tokens, keys, or passwords for the Site and Services from unauthorized access.
   
   6.3 You must notify Creally immediately of any unauthorized use or security breaches at support@creally.co.
   
   6.4 Creally may access your credentials for technical or billing support and to maintain or improve the Services.

7. Privacy Policy

1. 7.1 Our Privacy Policy applies in addition to the terms and conditions of this Agreement and will regulate our Site and Services. Please review our Privacy Policy at creally.io/privacy.
   
   7.2 You acknowledge that when processing personal data of individuals obtained through your use of the Site and the Services, you may become a "controller" of personal data for the purposes of data protection laws, including the EU General Data Protection Regulation (GDPR).
   
   7.3 If the GDPR applies to you, you acknowledge that, as between you and Creally:(a) Each Party is an independent controller for the purposes of the GDPR in relation to personal data that Creally obtains from you to administer the Services, including billing and collections, and obtains from third-party sources and provides to you through the Site and the Services (the "Creator Data").(b) The Parties do not jointly determine the purposes and means of processing Creator Data and do not act as joint controllers.
   
   7.4 With respect to Your Data, you act as an independent controller for the purposes of the GDPR, and Creally acts as your processor. The Data Processing Agreement attached as Exhibit A governs such processing.
   
   7.5 You agree to collect, use, and disclose the personal data of Creators in a fair and lawful manner. You will not use the personal data of Creators for any unlawful or unethical purposes and will respect their reasonable expectations of privacy.
   
   7.6 If you violate these Terms or engage in any unlawful or unethical behavior, Creally reserves the right to terminate your access to the Services at any time, without notice.

8. Creator Data Sources

1. 8.1 You acknowledge and agree that Creator Data accessible through the Platform is sourced from:(a) Publicly available information on social media platforms and websites;(b) Third-party data providers and APIs;(c) Automated collection scripts and AI-powered analysis tools.
   
   8.2 Creally does not guarantee the accuracy, completeness, quality, or reliability of any Creator Data. Such data is provided "as is" for informational purposes only.
   
   8.3 You acknowledge that access to third-party platforms may be required to generate content, which may be restricted by those platforms at any time.

9. AI Tools

9.1 The AI Tools are provided solely as auxiliary and decision-support tools. You acknowledge and agree that:(a) AI Output is generated using probabilistic models and may be inaccurate, incomplete, outdated, or otherwise unreliable;(b) AI Output does not constitute professional, legal, financial, marketing, or strategic advice and shall not be relied upon as such;(c) You remain solely responsible for all decisions, actions, communications, and outcomes resulting from the use of AI Output;(d) Creally does not guarantee the accuracy, completeness, legality, or commercial effectiveness of any AI Output.

9.2 You shall not use AI Tools or AI Output:(a) To generate or disseminate unlawful, misleading, deceptive, discriminatory, or infringing content;(b) To automate or facilitate spam, unlawful outreach, or communications lacking a valid legal basis under applicable data protection laws;(c) In any manner that violates applicable laws, regulations, or third-party rights.

10. Charged Services

10.1 Some features of the Services are associated with fees ("Charged Services") and are accessible via a subscription model. Subscription plans are billed in USD unless stated otherwise.

10.2 Payments can be made upfront or as otherwise agreed.

10.3 Subscriptions are non-refundable under any circumstances.

10.4 Non-payment may result in suspension or termination of your access to the Services.

10.5 If terminated, you remain liable for any unpaid fees.

10.6 Creally does not store credit/debit card information.

11. Content

14.1 You may cancel the Services at any time by contacting support@creally.co. However, no refunds will be issued for unused portions of your subscription.

14.2 Creally may terminate your access for cause, including but not limited to non-payment, breach of these Terms, extended periods of inactivity, or request to do so by law.

14.3 Cancellation or termination will result in immediate cessation of access to the Services and deletion of your credentials.

14.4 Upon termination or expiration of this Agreement for any reason, all licensed rights granted in this Agreement will immediately cease and you will irrecoverably delete any Creator Data you received from Creally.

15. Proprietary Rights

15.1 You acknowledge and agree that the Site and Services are the exclusive property of Creally. Except as may be otherwise provided herein, Creally does not grant any express or implied right in them to you.

15.2 You agree not to remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Site.

15.3 All content included on the Site, such as text, graphics, logos, button icons, images, data compilations, and software, is the property of Creally or its content suppliers and protected by international copyright laws.

16. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CREALLY AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THIS SITE OR CREATED BY THE SERVICES.THE MATERIALS, CONTENT ON THIS SITE AND SERVICES ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SERVICES.CREALLY MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE SERVICES WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED; (III) ANY ERRORS WILL BE CORRECTED; AND (IV) THE QUALITY OF THE SERVICES WILL MEET YOUR EXPECTATIONS. For the avoidance of doubt, all disclaimers, exclusions of warranties, and limitations of liability set forth herein apply fully to AI Tools and any AI Output.

17. Limitation of Liability

17.1 IN NO EVENT SHALL CREALLY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER CREALLY WAS ADVISED OF THE POSSIBILITY THEREOF.

17.2 CREALLY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO CREALLY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

17.3 THE LIMITATIONS IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

‍17.4 Nothing in these Terms shall limit either Party's liability for: (a) fraud or fraudulent misrepresentation; (b) gross negligence or willful misconduct; (c) death or personal injury caused by negligence; or (d) any liability that cannot be limited under applicable law.

18. Indemnification

You shall defend, indemnify, and hold harmless Creally and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:(a) Your use of the Services;(b) Your violation of these Terms;(c) Your violation of any applicable law or regulation;(d) Your infringement of any third-party rights;(e) Any data or content you submit through the Services.

19. Governing Law and Dispute Resolution

19.1 These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

19.2 Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be resolved exclusively in the state or federal courts located in Delaware.

19.3 Each party hereby consents to the exclusive jurisdiction and venue of such courts and waives any objection based on inconvenient forum.

19.4 Notwithstanding the foregoing, Creally may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights.

20. General Provisions

20.1 Entire Agreement. These Terms, including the Data Processing Agreement (Exhibit A), constitute the entire agreement between you and Creally with respect to the subject matter hereof.

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

20.3 Waiver. No waiver of any provision of these Terms shall be effective unless in writing. Failure to enforce any right shall not constitute a waiver of such right.

20.4 Assignment. You may not assign these Terms without Creally's prior written consent. Creally may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

20.5 Notices. All notices under these Terms shall be in writing and sent via email to the addresses specified herein. Notices to Creally shall be sent to legal@creally.co.

20.6 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

20.7 Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) where such failure or delay results from any event beyond a party's reasonable control.

21. Contact Us

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

Social Kit, Inc. (operating as Creally)
2261 Market Street STE 74683
San Francisco, CA 94114,
USA
Email: support@creally.co
Legal: legal@creally.co

EXHIBIT A: DATA PROCESSING AGREEMENT

This Data Processing Agreement ("DPA") forms part of and is incorporated into the Terms of Service between Social Kit, Inc. ("Processor" or "Creally") and the user ("Controller" or "you").

1. Definitions

Terms used in this DPA shall have the meanings set forth in the Terms of Service or in applicable Data Protection Laws. "Data Protection Laws" means the EU General Data Protection Regulation (GDPR), the UK GDPR, the California Consumer Privacy Act (CCPA), and any other applicable data protection legislation.

2. Scope and Roles

2.1 This DPA applies to the processing of Your Data by Creally on your behalf in connection with the Services.
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2.2 You are the Controller and Creally is the Processor with respect to Your Data.
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2.3 For Creator Data, each party acts as an independent Controller.

3. Processing Instructions

3.1 Creally shall process Your Data only in accordance with your documented instructions, which are set forth in the Terms of Service, and as necessary to provide the Services.

3.2 Creally shall inform you if, in its opinion, an instruction infringes Data Protection Laws.

4. Security Measures

Creally shall implement appropriate technical and organizational measures to protect Your Data against unauthorized access, loss, or destruction, including:

(a) Encryption of data in transit and at rest;
(b) Access controls and authentication mechanisms;
(c) Regular security assessments and monitoring;
(d) Incident response procedures.

5. Confidentiality

Creally shall ensure that personnel authorized to process Your Data are bound by appropriate confidentiality obligations.

6. Sub-processors

6.1 You authorize Creally to engage sub-processors to assist in providing the Services.

6.2 Creally's current sub-processors are listed in Schedule 1 to this DPA.

6.3 Creally shall notify you of any intended changes to its sub-processors by updating Schedule 1 and providing notice via email. You may object to a new sub-processor within 14 days of notification.

6.4 Creally shall ensure sub-processors are bound by data protection obligations no less protective than those in this DPA.

7. Data Subject Rights

Creally shall, taking into account the nature of the processing, assist you by appropriate technical and organizational measures in responding to requests from data subjects exercising their rights under Data Protection Laws.

8. Breach Notification

Creally shall notify you without undue delay (and in any event within 72 hours) upon becoming aware of a personal data breach affecting Your Data.

9. Data Protection Impact Assessments

Creally shall provide reasonable assistance to you with data protection impact assessments and prior consultations with supervisory authorities, to the extent required under Data Protection Laws.

10. International Transfers

10.1 If Creally transfers Your Data outside the European Economic Area, it shall ensure appropriate safeguards are in place as required by Data Protection Laws.

10.2 Such safeguards may include Standard Contractual Clauses approved by the European Commission.

11. Data Return and Deletion

11.1 Upon termination of the Services, you may request return of Your Data within thirty (30) days.

11.2 After such period, Creally may delete Your Data in accordance with its standard data retention policies, unless retention is required by applicable law.

12. Audit Rights

12.1 Creally shall make available to you all information necessary to demonstrate compliance with this DPA.12.2 Creally shall allow for and contribute to audits, including inspections, conducted by you or an auditor mandated by you, subject to reasonable advance notice and confidentiality obligations.