TERMS & CONDITIONS

1. DEFINITIONS AND INTERPRETATION

When this contract is accepted it will be considered valid, not being necessary a physical signature for security reasons.

Testing

The following terms in these Terms and Conditions have the meanings set out below, unless otherwise indicated:

Start date of service:

NUMUCorp means NUMUCorp Pty Ltd, NUMUCorp Spain SL.

NUMUCorp Platform means the Application, Company Portal and any associated NUMUCorp properties or websites.

Application means the NUMUCorp App

Account means a Brand Account or an user Account;

Brand means any person or entity, or its duly authorised agents or representatives, that use the NUMUCorp Platform for the purpose of creating Campaigns;

Creator means a verified user who registers to use the Application to have access to Partnership Campaigns and create and distribute Posts and receive compensation for such Posts through the NUMUCorp Platform.

Campaign means an Experience Campaign or a Partnership Campaign created by a Brand

Content means a Post or any other content or materials uploaded to the NUMUCorp Platform by a Brand or an user.

Post Fee means the fee a Creator nominates as the amount it will charge a Brand to share a Post.

Numu Score means a numeric calculation given to any user when downloading the NUMUCorp App based on their Social Media profile reach and engagement.

2. TERMS OF USE

When these Terms are accepted it will be considered valid, not being necessary a physical signature for security reasons.

Your access to and use of the NUMUCorp Platform is conditional upon your agreement to and acceptance of these Terms of Use. Each time you use the NUMUCorp Platform, you agree to be bound by these Terms of Use. If you do not wish to be bound by these Terms of Use, do not use the NUMUCorp Platform.

NUMUCorp may at any time revise these Terms of Use by updating this page. Revisions will take immediate effect and may affect your ability to use the NUMUCorp Platform. Since you are bound by these Terms of Use each time you use the NUMUCorp Platform, you should check these Terms of Use for any revisions each time you use the NUMUCorp Platform. Your use of the NUMUCorp Platform following the posting of any revisions to these Terms of Use constitutes your acceptance of those revisions. NUMUCorp reserves the right to change the NUMUCorp Platform in any way by giving you notice to the email address you have registered with us to you.

3. USING THE NUMUCorp PLATFORM

NUMUCorp allows Brands to create Experiences and Partnership Campaigns which are then shared with users via the Application. Users using the Application can respond to a Campaign by creating a Post or Story and submitting it to the NUMUCorp Platform for approval. Users earn benefits or compensation when:

In relation to Experience Campaigns, NUMUCorp approves a Post published by any user; or

In relation to Partnership Campaigns, a Brand approves a Post and the Post is published to the Creator’s Community via his or her Channels and acquires rights to use that Content in accordance with a Rights Licence.

In order to use the NUMUCorp Platform, users must register an account via the Application and Brands must register an account via web in the manner required. NUMUCorp reserves the right to refuse or cancel registration of an Account for any reason in its sole discretion. Any decision of NUMUCorp is final and no correspondence will be entered into.

NUMUCorp reserves the right to monitor the NUMUCorp Platform generally and all Account activity. If your Account shows signs of fraud, abuse or suspicious activity, NUMUCorp may close or freeze the Account immediately. NUMUCorp retains the right and absolute discretion to suspend or terminate your Account. NUMUCorp’s legal rights to recover damages or other compensation from you are reserved.

4. BRANDS

To register a Brand Account, you must access to our web and create an Account in the manner required and selecting your preferred payment method and providing payment details where requested. NUMUCorp may, at its sole discretion, implement a minimum spend for Brand Accounts. Brands are able to create two types of Campaigns using Experiences and Partnerships. Brand agrees to grant in respect of all Content uploaded to the NUMUCorp Platform as part of a Campaign:

to grant to NUMUCorp, a licence to use the Content for the purpose of marketing and promoting NUMUCorp in any manner, without further notification to or consent of the Brand or any compensation payable to the Brand; and with respect to Partnership Campaigns, to grant to the relevant Creator, a transferable licence to post, share, comment upon and re-post the relevant Content as part of any approved Post in accordance with these Terms of Use. Brand acknowledges and agrees that the Brand’s use of any Post is strictly conditional upon payment of the Post Fees and then only in accordance with these Terms of Use.

The Brand will:

Be authorized to sign this Terms of Use with NUMUCorp.

Give NUMUCorp the right to use its name, logo and trademark in the application. Likewise, NUMUCorp recognizes the right to have its name linked to the client’s name for promotional purposes.

Do not give unlawful or immoral information that may in any way harm the idealist prestige.

In Experience Campaigns: Provide the benefit that correspond to each NUMUCorp user for the required action as set in the specific Campaign.

Guarantee the security of links and hyperlinks published.

Contrast the veracity, accuracy and legality of the information provided. The Brand declares to know that NUMUCorp is not obliged to verify these extremes and therefore is not responsible for the information published.

Be responsible for maintaining the strict confidentiality of your Account details and for any activity under your Account and immediately notify NUMUCorp of any unauthorised use of your Account or any other breach of security

Communicate to NUMUCorp in writing to the mail any change in contact in-formation.

Maintain NUMUCorp harmless against any claim, demand or complaint of third parties arising from any breach, for its part, of these Terms of Use.

NUMUCorp reserves the right to unilaterally cancel Campaigns that do not meet these conditions and to terminate the Account for breach these Terms of Use. For its part NUMUCorp makes available to the Brand the NUMUCorp Platform to make their Campaigns and have the same filtered and conducted to the user through the App.

5. USERS

To register an user Account, user must download the Application and sign in to the Application with their Facebook or email account. In order to access to certain Campaigns users must connect their Instagram account in the manner required.

The NUMUCorp Platform is designed for use by people aged 16 years and over. Users under the age of 16 years may only use the NUMUCorp Platform with the consent of a parent or legal guardian. To use the NUMUCorp Platform, you must be eligible to use the social media platforms upon which you intend to publish Posts. You are solely responsible for your interactions with other users of the NUMUCorp Platform. You agree that NUMUCorp is not responsible for the conduct of any user.

Users warrant, in respect of each Post and you upload to the Application that:

you are aged over 16 years or over 13 years and have your parent or legal guardian’s consent;

for users aged over 16 years, if your Post features children aged 16 or younger, that you are the parent or legal guardian of those children;

for users aged 13 years to 16 years, that you have your parent or legal guardian’s consent and that your Post does not feature other children aged 16 years or younger;

you own the Intellectual Property Rights in the relevant Post and have the right, as applicable, to licence the Post to NUMUCorp and the Brand;

the relevant Post does not contain any false statement or representation or does not violate the privacy rights;

the relevant Post is original and does not contain materials that have been previously published;

if the relevant Post includes any Third Party Material (including music or personality/talent rights), that all such Third Party Material and any associated licence terms or use limitations have been fully disclosed to NUMUCorp and the Brand;

the use of the Post and the exercise of the Intellectual Property Rights in the relevant Post by the Brand and NUMUCorp will not infringe any legal rights, copyright or other Intellectual Property Rights of any person or entity nor give rise to a liability to pay compensation.

5.1 Upgrade to Creator Account

Any user may upgrade their user account to a Creator Account if verified by NUMUCorp, but in order to apply to participate in any Partnership Campaigns and earn compensation via the NUMUCorp Platform, users must meet the following minimum standards:

Numu Score over 5000;

Creator’s Social Media Channels must be public (viewable by anyone); and

Creator’s Social Media Channels may not contain content that is contrary to these Terms of Use.

Users must not misrepresent the size of their audience or their numbers of followers or engagement. Followers must be obtained organically and not through unethical. In the event that NUMUCorp detects that users are not complying with the requirement for followers to be authentic and organically grown, NUMUCorp reserves the right to remove users from the NUMUCorp Platform.

5.2 Creator Compensation

In relation to Partnership Campaigns, once a Post has been approved by a Brand, you are required to publish the Post to your relevant Social Media Channel through the NUMUCorp platform in the manner required within 48 hours of the Post being approved. You will not have an opportunity to edit a Post after a Brand has approved the Post. You agree you are solely responsible for the publication of Posts.

Before receiving any Payments, you will be asked to provide financial details including your nominated bank account or PayPal account details and any further required details. After an approved Post is published, you will be entitled to be paid the Post Fee subject to your compliance with these Terms of Use. If you do not comply, you will not be paid. NUMUCorp will pay the Post Fee into your nominated bank account or PayPal account on behalf of the Brand after payment has been received from the Brand.

You acknowledge and agree that the relevant Brand will be solely liable for Payment of the applicable Post Fee for the approved Post. NUMUCorp merely facilitates such Payment on behalf of the Brand, under no circumstances does NUMUCorp accept liability for Payment of the Post Fee. You agree that you will not pursue any actions, legal or otherwise, against NUMUCorp for any non-payment, and that this provision constitutes a bar to any such proceedings.

6. COST OF SERVICE AND PAYMENT TERMS

In relation to Experience Campaigns: The service has an activation cost, a monthly cost, and a redeem cost defined in the NUMUCorp Platform. The price of each billing period will be determined based on the category that the contracting Brand is selecting. Payment for the service will be made every month by card within the first five days of the next calendar month. Failure to pay the service may lead to its interruption. In the event that a return of the direct debit occurs for causes not attributable to NUMUCorp, NUMUCorp reserves the right to turn over to the client the expenses that the bankpasses to NUMUCorp for the transactions (Taxes not included). In addition, NumuCorp reserves the right to cancel the account of any client contracting the Economic plan that is not generating at least 15 redeems on a monthly basis.

In relation to Partnership Campaigns: you agree to pay NUMUCorp all fees and charges made to your Brand Account for the selected subscription or activation fee and agreed Post Fees and use of the NUMUCorp Platform, in accordance with these Terms of Use. When you approve a Post, you undertake that you are an authorised user of the card or account nominated on your Brand Account and to pay the applicable charges, that the card details provided are current, correct and complete and that your nominated card or account will cover the full amount of the charges. Upon a Creator publishing an approved Post, you authorise us to debit the Brand Fee that is payable for the Post from your nominated card or account (as applicable) in order to pay the charges.

NUMUCorp reserves the right to review the price or conditions of its services and will notify the client by email to the billing email indicated above, the new conditions at least 30 calendar days before the expiration of each agreed period.

7. COMMUNICATIONS

Brands expressly authorize NUMUCorp to send communications by email, including those of a commercial nature as established in Title III of Law 34/2002,of July 11, on information and electronic commerce services, about products and services that may be of interest to you. Brands may object to the sending of these communications at any time by sending an email to support@numumail.com.

8. PARTNERSHIP CAMPAIGNS

In relation to Partnership Campaigns, the relevant Brand is solely responsible for reviewing and approving all Paid Posts that form part of their Campaign and for the payment of the applicable Post Fee to the Creator, nor is NUMUCorp liable in any way for the content of any Post. These Terms of Use shall apply to all transactions conducted through the NUMUCorp Platform.

Creators and Brands agree that they will not attempt to negotiate terms or payment with each other outside of the NUMUCorp Platform. Without limiting any other rights or remedies available to NUMUCorp, any attempt to circumvent the NUMUCorp Platform may result in removal from the NUMUCorp Platform at NUMUCorp’s sole discretion. You may not remove any watermarks or copyright notices contained in any Content on the NUMUCorp Platform.

In the event a Creator meets the requirements outlined in a Campaign and you approve the Post, you will not deny Payment to NUMUCorp for the Post. NUMUCorp will make payment of the Post Fee to the Creator unless the Creator has otherwise breached these Terms of Use. Brand agrees that NUMUCorp is not responsible for any aspect of the Brand’s Content to be reviewed, shared, sponsored or advertised by Creators. Brand acknowledges and agrees that NUMUCorp is not responsible or liable for the content of any Post.

Brand acknowledges that Creators are independent third parties and not directly controlled by NUMUCorp. As a consequence, any Posts will inherently risk negative or unflattering comments about Brand’s content, products or services. Brand specifically acknowledges and agrees that NUMUCorp has no control over any Post that may be published and that Brand is solely responsible (and assumes all liability and risk) for determining whether such Post are acceptable and appropriate to the Brand.

Brand acknowledges that NUMUCorp has not made any warranties in respect of the success of any Campaign in respect of your business or commercial performance or otherwise of any Post, Campaign, Channel or other media, marketing communications channel, marketing or advertising campaign, promotion or advertisement.

9. RIGHTS IN POSTS

All right, title and interest in all Intellectual Property Rights in Posts will remain or be vested in the Creator. Nothing in these Creator and Brand Terms of Use will be taken to constitute a transfer, assignment or grant of any ownership rights in the Posts to any other party, including NUMUCorp or the Brand.

In consideration of Payment of the Post Fee, the Creator agrees to grant in respect of each and every Post:

to NUMUCorp the right to edit and re-format the Post into such formats or versions for use by NUMUCorp in such media as NUMUCorp requires;

to NUMUCorp:

a licence to use the Post for the purpose of marketing and promoting NUMUCorp in any manner, without further notification to or consent of the Creator or any further compensation payable to the Creator;

the right to use the Creator’s Identity and performances in the Post and to communicate the Post to the public in all languages, in all media.

to the relevant Brand:

the right to organically share, comment upon and organically re-post the relevant Post in the social media channel upon which the Post was published, for a period of thirty (30) days expiring on the thirtieth day after the Post was first published; and

the right to use the Creator’s Identity and performances in the Post and to communicate the post to the public in accordance with conditions above and in any earned media or public relations activity published by a third party.

10. DATA PROTECTION

If applicable and for the purposes of the provisions of Organic Law 15/1999, of December 13, for the protection of personal data, NUMUCorp informs the client that their data will be stored in a personal data file with the purpose of managing the contractual relationship. By providing us with your data, the user declares to NUMUCorp that the information is true, to the best of their knowledge. The Brand may exercise the rights of access, rectification, opposition and cancellation by an email addressed to support@numumail.com or by written and signed request addressed to NUMUCorp Address: ThincLab, Ground Floor, 10 Pulteney Street Adelaide, Australia 5000. This request must contain the following information: name and surname of the user, address… NUMUCorp will fulfill its obligation of personal data secrecy and its duty to keep them, and adopt the necessary measures to prevent its alteration, loss, treatment or unauthorized access, in accordance with current regulations. The present terms and conditions are governed by the Australian & Spanish Legislation. Any question or conflict over its interpretation or application will be resolved before the judges or regional courts of their Cities(Example: for Spanish conflict, they resolution can happen in the courts of LA CORUÑA).

11. CONTACT DETAILS

Email: support@numumail.com

Address: 60 Paya Lebar Road. #07-43c Paya Lebar Square Singapore (409051)