Howl Terms of Use

Last Updated: May 12, 2022

Introduction 

Thank you for using the Howl platform (the “Platform”) and the products, services, and features we make  available to you (collectively, the “Services”). The Services allow you to use Howl’s commerce and  payments tools to discover and share campaign opportunities, track your sales and earnings to see what  your customers buy, and receive payments from your partners.  

The Platform is owned and operated by and the Services are provided by Howl Technologies, Inc. d/b/a  Howl (“Howl” or “we” or “us”). These terms, together with any documents expressly incorporated by  reference herein (collectively, the “Terms of Use”) are entered into by and between Howl and any user of  or visitor to the Platform or user of the Services (“you”). These Terms of Use govern your access to  and use of the Services, including any content, functionality, and services offered on or through the  Services. 

Please read the Terms of Use carefully before you start to use the Services. By using any of the Services  or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept  and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://planethowl.com/privacy, and incorporated herein by reference. If you do not want to agree to  these Terms of Use or the Privacy Policy, you must not access or use any of the Services. 

You Must Be At Least 18 Years of Age 

The Services are offered and available to users who are 18 years of age or older. By using our Services,  you represent and warrant that you are of legal age to form a binding contract with Howl. If you are under  the age of 18, you must not access or use any of the Services. 

Community Guidelines 

You agree to abide by our Community Guidelines located in Exhibit A.  

Information About You and Your Visits to the Platform 

All information we collect through the Services is subject to our Privacy Policy. By using the Services, you  consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. 

Changes to these Terms of Use and Changes to the Platform 

We may revise and update these Terms of Use and the content offered through the Services from time to  time in our sole discretion. All changes to the Terms of Use are effective immediately when we post them,  and apply to all access to and use of the Services thereafter. Your continued use of the Services following  

the posting of revised Terms of Use means that you accept and agree to the changes. You are expected  to check this page from time to time so you are aware of any changes, as they are binding on you.  

Accessing the Platform; Account Security 

We reserve the right to withdraw, suspend, restrict or amend the Services, and material we provide  through the Services, in our sole discretion without notice. We will not be liable if for any reason all or any  part of the Services is unavailable at any time or for any period.  

You are responsible for: (a) making all arrangements necessary for you to have access to the Services;  and (b) ensuring that all persons who access the Services through your internet connection are aware of  these Terms of Use and comply with them. 

You may be required to create an account with Howl (an “Account”) and a username and password to  access the Services or some of the resources offered through the Services (the “Credentials”). You may  also be required to provide additional information that will assist us in authenticating your identity when 

you log into your Account in the future ("Unique Identifiers"). It is a condition of your use of the Services  that all information you provide through the Services, including when registering for an Account, is true,  accurate, current, and complete. You agree that all information you provide to register for the Services or  otherwise, including, but not limited to, through the use of any Interactive Features on the Platform, is  governed by our Privacy Policy, and you consent to all actions we take with respect to your information  consistent with our Privacy Policy. 

If you choose or are provided with Credentials, Unique Identifiers, or any other piece of information as  part of our security procedures, you are solely responsible for the confidentiality thereof and must not  disclose such information to any other person or entity. You also acknowledge that your Account is  personal to you and agree not to provide any other person with access to the Services or portions thereof  using your Credentials, or other security information. You agree to notify us immediately of any  unauthorized access to or use of your Credentials or any other breach of security. You also agree to  ensure that you exit from your Account at the end of each session. You should use particular caution  when accessing your Account from a public or shared computer so that others are not able to view or  record your password or other personal information. Howl reserves the right to delete or change your  Account, Credentials or Unique Identifier at any time and for any reason, including if, in our opinion, you  have violated any provision of these Terms of Use. Howl will not be liable for any loss or damage caused  by any deletion, change, or unauthorized use of your Account. 

Howl.me Links 

Once your Account is set up, you can start: (i) using the Services and (ii) recommending products and  services sold by brands that use Howl’s Platform (“Brands”). Through the creation tools in the Platform,  you can create one or more Howl tagged hyperlinks that facilitate your online recommendation to a Brand  and records the impressions, clicks, and/or sales activity between such recommendation and Brand (each  a “Howl.me Link”) within the Platform, using the Chrome extension provide to you by Howl (the “Howl  Browser Extension”) or by putting the code provided to you by Howl (the “Howl JavaScript Code”) on  your website. 

If you choose to implement the Howl JavaScript Code on your website for the purpose of automatically  creating a Howl.me Link, you consent to any update of your hyperlinks via the Services, unless you indicate  explicitly that particular links or categories of links should not be updated, including by using the lock button  on the chrome extension. 

The use of the Services is prohibited on any websites, newsletters, social media platforms, or other digital  content, that you do not own, control or have legal authority to use and display content. 

Earnings 

If clicks are driven and/or purchases or sales are made through your Howl.me Links, Howl shall pay you  certain earnings (the “Earnings”) based upon Commission Rate (“Commission”), Cost Per Click (“CPC”),  or other determinations of earnings. 

Commission and CPC will be determined as follows: 

  • Commission: Earnings will be determined by commission rates set by Brands. Commission  rates are listed on the dashboard on the Platform (the “Howl Dashboard”), and are subject  to change at the discretion of Howl or the Brands using Howl. 
  • CPC: Earnings will be determined by a set rate paid per click on User’s Howl.me Links.  CPC rates will be listed on the Howl Dashboard and are subject to change at the discretion  of Howl or the Brands using Howl. 

Additional earnings may be paid in amounts determined at the discretion of Howl or the Brands using Howl.  These may include but not be limited to flat fees or ad-hoc bonus earnings based on performance, referrals,  and/or link creation. The amount and terms of these earnings are at the discretion of Howl or the Brands  using Howl. 

Deductions from Earnings: Howl may make deductions from Earnings at Howl’s discretion, including but  not limited to if User violates these Terms of Use, including any of the Community Guidelines or if Earnings  are paid to User based on overreported sales or Earnings. 

The Earnings due to you for any given month will be paid: (i) using Instant Pay in accordance with the  applicable terms herein; or (ii) approximately ninety (90) days after the end of such month, provided,  however, that Howl will not be required to pay the Fee until payment has actually been received by Howl  from the applicable Brand. You will be subject to a minimum threshold amount of one-hundred and twenty  dollars ($120.00) (the “Payment Threshold”) before the Earnings will be paid to you for any particular  month. Payment will be made in U.S. dollars. If the Payment Threshold has not been met for any particular  month, the amount owed will be paid to you the next following month in which the cumulative amount of the  Fee owed meets the Payment Threshold. 

All data relevant to the Earnings will be based solely on the Howl Dashboard. Howl’s calculations shall be  final and binding on User, provided, however, that the Parties will work together in good faith to the extent  Howl’s calculations are materially different from User’s calculations.  

Howl will collect all relevant details for tax purposes as necessary and specified by the tax code. Each Party  shall be responsible for paying any income taxes due on revenue earned by such Party pursuant to this  Agreement. 

Intellectual Property 

Subject to your continued compliance with the terms and conditions of these Terms of Use, Howl hereby  grants you a non-exclusive, worldwide, royalty-free, fully paid, non-transferable limited right to use: (i) the  Platform, and its contents, features, and functionality (including but not limited to all information, software,  text, displays, images, video, and audio, and the design, selection, and arrangement thereof); and (ii) the  Services on any websites, newsletters, social media, or other digital properties that you own or have  authority from the owner to use and display content (the “User Channels”). 

Howl is and will remain the sole and exclusive owner of all right, title, and interest in and to the Platform,  the Services, the Marketing Materials (except for User Content and User Contributions), and any other  Services, including, without limitation, all source code, object code, operating instructions, and all interfaces  developed for or relating to the same, together with all modifications, enhancements, revisions, changes,  copies, partial copies, translations, compilations, improvements, and derivative works thereof and thereto  made by or on behalf of Howl, and including all Intellectual Property Rights embodied in any of the  foregoing. 

The Howl name and all related names, logos, product and service names, designs, and slogans are  trademarks of the Howl or its affiliates or licensors (the “Howl Marks”). You must not use such marks  without the prior written permission of the Howl. All other names, logos, product and service names,  designs, and slogans on the Platform or in connection with any of the other Services are the trademarks of  their respective owners 

Except as otherwise stated herein, no right, title, or interest in or to the Platform, the Services, the Howl  Marks, any other Services, or any content on the Platform is transferred to you, and all rights not expressly  granted herein are reserved by the Howl. 

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform,  republish, download, store, or transmit any of the material on our Platform, except as follows: (i) your  computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing  those materials; (ii) you may store files that are automatically cached by your Web browser for display  enhancement purposes; and (iii) you may print or download one copy of a reasonable number of pages of  the Platform for your own personal, non-commercial use and not for further reproduction, publication, or  distribution. If we provide desktop, mobile, or other applications for download, you may download a single 

copy to your computer or mobile device solely for your own personal, non-commercial use, provided you  agree to be bound by our end user license agreement for such applications. 

As used herein, “Intellectual Property Rights” means any and all (i) rights associated with works of  authorship throughout the universe, including but not limited to copyrights, moral rights, and mask-works;  (ii) trademark and trade name rights and similar rights; (iii) trade secret rights; (iv) patents, designs,  algorithms and other industrial property rights; (v) all other intellectual and industrial property and  proprietary rights (of every kind and nature throughout the universe and however designated), whether  arising by operation of law, contract, license or otherwise; and (vi) rights or interest in registrations,  applications, renewals, extensions, continuations, divisions or reissues thereof.  

Marketing Materials  

By using any of the Services, you expressly agree that Howl may: (i) refer to you and any of the User  Channels as a user of the Services; and (ii) use any of your profile images and screen names in materials  to advertise, promote, and market the Services and/or Howl or in connection with Brand re-targeting  campaigns referencing your product recommendations (the “Marketing Materials”), unless you expressly  opt-out in writing. To opt-out, please email Howl at creators@planethowl.com. You acknowledge and  agree that you shall have no right to review or approve Marketing Materials before they are used by Howl,  and that Howl has no liability to you for any editing or alteration of the Marketing Materials. Howl has no  obligation to create or use the Marketing Materials or to exercise any rights given by these Terms of Use.  

Prohibited Uses 

You may use the Services only for lawful purposes and in accordance with these Terms of Use. You will  not permit or assist any third party to, nor will you attempt to: (i) reverse engineer, decompile or otherwise  attempt to discover the source code of any aspect of the Services, (ii) intentionally interfere with the  operation of the Services; (iii) use the Services (except as permitted herein) in any way other than what has  been expressly authorized in these Terms of Use; (iv) share your Credentials, Unique Identifiers or any  other Account login information for Services with any third party; (v) use the Services in any way that violates  any applicable federal, state, local, or international law or regulation (including, without limitation, any laws  regarding the export of data or software to and from the US or other countries); (vi) use the Services for the  purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to  inappropriate content, asking for personally identifiable information, or otherwise; (vii) use the Services to  send, knowingly receive, upload, download, use, or re-use any material that does not comply with our  Community Guidelines; (viii) use the Services to transmit, or procure the sending of, any advertising or  promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation; (ix)  use the Services to impersonate or attempt to impersonate the Howl, a Howl employee, another user, or  any other person or entity (including, without limitation, by using email addresses associated with any of  the foregoing); (x) use the Services to engage in any other conduct that restricts or inhibits anyone's use or  enjoyment of the Services, or which, as determined by us, may harm the Howl or users of the Services, or  expose them to liability. 

Additionally, you agree not to: (i) use the Services in any manner that could disable, overburden, damage,  or impair the site or interfere with any other party's use of Services, including their ability to engage in real  time activities through the Services; (ii) use any robot, spider, or other automatic device, process, or means  to access the Services for any purpose, including monitoring or copying any of the material on the Services;  (iii) use any manual process to monitor or copy any of the material on the Services, or for any other purpose  not expressly authorized in these Terms of Use, without our prior written consent; (iv) use any device,  software, or routine that interferes with the proper working of the Services; (v) introduce any viruses, Trojan  horses, worms, logic bombs, or other material that is malicious or technologically harmful, attempt to gain  unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which  the Platform is stored, or any server, computer, or database connected to the Services; (vi) attack the  Services via a denial-of-service attack or a distributed denial-of-service attack; or (vii) otherwise attempt to  interfere with the proper working of the Services. 

User Contributions

The Platform may contain message boards, personal web pages or profiles, forums, bulletin boards ,and  other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish,  display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively,  "User Contributions") on or through the Platform. 

Additionally, you may make available certain editorial materials, articles, images, sounds, videos, posts,  and other editorial materials and content on or through the User Channels (the “User Content”). All User Contributions and User Content must comply with our Community Guidelines. 

Any User Contribution and User Content you post to the site will be considered non-confidential and non proprietary. By providing any User Contribution on the Platform, you grant us and our affiliates and  service providers, and each of their and our respective licensees, successors, and assigns the right to  use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such  material for any purpose.  

You represent and warrant that: (i) you own or control all rights in and to the User Contributions and have  the right to grant the license granted above to us and our affiliates and service providers, and each of  their and our respective licensees, successors, and assigns; and (ii) all of your User Contributions and  User Content do and will comply with these Terms of Use.  

You understand and acknowledge that you are responsible for any User Contributions and User Content  you submit or contribute, and you, not the Howl, have full responsibility for such content, including its  legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for  the content or accuracy of any User Contributions or User Content posted by you or any other user of the  Platform. 

Copyright Infringement 

If you believe that any third-party User Contributions or User Content violates your copyright, please contact  us at creators@planethowl.com. It is the policy of the Howl to terminate the user accounts of repeat  infringers. 

Instant Pay 

In order to use Instant Pay, that: (i) you must have a Stripe Connected Account that has been fully set up  and that complies with and meets the requirements of the Stripe Policies; and (ii) you must be located in  and have a Stripe Connected Account located in the United States, the United Kingdom, Singapore or  Canada (the “Eligibility Requirements”). 

If you meet the Eligibility Requirements, pay the Transaction Fee, and are permitted by Howl, you may elect  to receive your Earnings via Instant Pay, a feature on the Platform offered and operated by Stripe, Inc.  (“Stripe”). Using Instant Pay, you may receive your Earnings on an accelerated basis into a bank account  that is linked to your Stripe account (the “Stripe Connected Account”). Howl, on behalf of the Brand, will  submit payment for Earnings to your Stripe Connected Account, up to the Daily Payout Limit. “Daily Payout  Limit” means the limit of funds that Howl may send to you using Instant Pay within 24-hours.  

You shall pay a transactional fee (the “Transactional Fee”) for each payment you request through Instant  Pay. The Transactional Fee and the Daily Payout Limit will be listed on the Platform, and are subject to  change at any time at Howl’s or Stripe’s discretion.  

Instant Pay is operated Stripe, a third party, and is governed by a separate terms of use and privacy policy.  By accessing and using Instant Pay, you expressly agree: (i) to all of the terms of Stripe’s privacy policy  located at https://stripe.com/privacy, Stripe’s Services Agreement located at https://stripe.com/legal, and  Stripe’s Connected Account Agreement located at https://stripe.com/connect-account/legal (collectively,  the “Stripe Policies”) and (ii) that Howl may collect your data and share such data with Stripe solely for the  purpose of enabling and allowing Stripe to provide the Instant Pay services.

Whether you can use Instant Pay through the Platform is at the discretion of Howl. You shall not be entitled  to use Instant Pay for fraudulent payments or to receive any Earnings that you believe or have reason to  believe were derived from purchases that were made with the intent to return or cancel such purchases.  Stripe and Howl reserve the right to restrict, suspend or terminate you from using Instant Pay at any time  if: (i) Stripe or Howl determines that your activities violate Howl’s Terms of Use or Privacy Policy, the Stripe  Policies, any applicable agreement between Howl and Stripe, and/or any applicable law; (ii) Stripe or Howl  reasonably determine that the risk associated with your activities poses unacceptable risk to Stripe or Howl  and/or their respective users; or (iii) for any other reason, in Stripe’s or Howl’s discretion.  

You acknowledge and agree that Howl has the right to reverse any payment made to your Stripe Connected  Account in the event that you violate these Terms of Use, Howl’s Terms of Use or Privacy Policy, the Stripe  Policies, and/or any applicable law. 

You may not, and may not attempt to send or receive funds to or from a person, entity, or state where such  transactions are prohibited by applicable law.  

You acknowledge and agree any payment from Howl through Instant Pay is not a loan, but is an accelerated  payment of Earnings made on behalf of the relevant Brand(s) you have earned from. 

If any purchases or sales made through your Howl.me Links are determined to be fraudulent, in Howl’s  reasonable discretion, in addition to other all rights and remedies Howl has under these Terms of Use, you  shall be liable for and shall return to Howl all Earnings attributed to such purchases or sales.  

Reliance on Information Posted 

The information presented on or through the Services is made available solely for general information  purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance  you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising  from any reliance placed on such materials by you or any other visitor to the Platform or user of the Services,  or by anyone who may be informed of any of our content. 

The Services may include content provided by third parties, including materials provided by other users,  bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements  and/or opinions expressed in these materials, and all articles and responses to questions and other content,  other than the content provided by Howl, are solely the opinions and the responsibility of the person or  entity providing those materials. These materials do not necessarily reflect the opinion of Howl. We are not  responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any  third parties. 

Linking to the Platform 

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our  reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form  of association, approval, or endorsement on our part. 

You must not: (i) establish a link from any website that is not owned by you; (ii) cause the Platform or  portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep  linking, or in-line linking; or (iii) otherwise take any action with respect to the materials on our Platform that  is inconsistent with any other provision of these Terms of Use. 

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We  reserve the right to withdraw linking permission without notice. We may disable all or any social media  features and any links at any time without notice in our discretion. 

Links from the Platform 

If the Platform contains links to other sites and resources provided by third parties, these links are provided  for your convenience only. This includes links contained in advertisements, including banner  advertisements and sponsored links. We have no control over the contents of those sites or resources, and 

accept no responsibility for them or for any loss or damage that may arise from your use of them. If you  decide to access any of the third-party websites linked to this Platform, you do so entirely at your own risk  and subject to the terms and conditions of use for such websites 

Additional Representations, Warranties and Responsibilities 

You agree that you are solely responsible for all matters related to the User Contributions and User Content,  and the operation and maintenance of the User Channels (excluding the Platform and/or the Services),  including, without limitation creating and posting User Content and embedding Howl.me Links in the User  Content. 

You represent and warrant that: (ii) you will comply with all applicable laws, rules, governmental regulations,  regulatory guidelines, and other requirements applicable to your User Content, User Contributions and the  operation and maintenance of the User Channels, including without limitation, all applicable Federal Trade  Commission (“FTC”) rules, guides and requirements and all applicable Digital Advertising Alliance (“DAA”)  self-regulatory requirements; (iii) you own the User Channels, are legally authorized to act on behalf of the  owner of each Permitted Channel, or have express permission to use and contribute you User Content to  each Permitted Channel; (iv) you will use commercially reasonable efforts to ensure that the User Channels  do not contain any computer instructions, circuitry or other technology whose purpose or effect is to disrupt,  damage or interfere with computer or communications facilities or equipment, including without limitation,  any code containing viruses, Trojan horses, worms, backdoors, trapdoors, time-out devices or similar  destructive or harmful code; (v) you will not take any action or encourage any third party to generate  impressions or clicks through deceptive, fraudulent or other unlawful means; (vi) your User Content and  User Contributions shall be accurate and appropriate; (vi) your User Content and User Contributions do not  infringe upon or misappropriate any third party intellectual property or other rights; (vii) your User Content  and User Contributions are not obscene, defamatory, libelous, slanderous, or otherwise illegal; and (viii) if  you use Instant Pay, all payments requested by you through Instant Pay are accurate and non-fraudulent,  and are not related to purchases or sales that you believe or have reason to believe will be cancelled or  returned; and (viii) you will at all times during the term of these Terms of Use, including but not limited to  while using the Services, act in a professional manner in accordance with prevailing standards in the  industry for services similar to the services to be performed by you for the relevant Brand, and shall not  engage in harassing behavior, hate speech or the spread of false information, or act or engage in any  practice or conduct that is or shall be an offense involving moral turpitude under federal, state or local laws,  or that brings Howl into public disrepute, contempt, scandal, or ridicule, or that insults or offends the  community or any substantial organized group thereof. 

Indemnity 

You will indemnify, defend and hold harmless Howl and its affiliates, and their respective officers, directors,  shareholders, employees, contractors, licensors, agents, and successors and assigns from and against  any and all liabilities, losses, damages, judgments, awards, costs, fees or expenses (including reasonable  attorneys' fees and disbursements) arising out of or relating to: (i) your User Contributions, User Content  or any User Channels (except to the extent arising from the Platform or the Services); (ii) your gross  negligence or willful misconduct; and/or (iii) your breach, violation or alleged breach or violation of these  Terms of Use or your use of the Services. 

Disclaimer of Warranties 

YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES  AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE PLATFORM WILL BE FREE OF  VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING  SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS  FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR  MAINTAINING A MEANS EXTERNAL TO OUR PLATFORM FOR ANY RECONSTRUCTION OF ANY  LOST DATA. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY  LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR  OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER  EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO 

YOUR USE OF OUR SERVICES, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE  PLATFORM OR FROM DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON  ANY WEBSITE LINKED TO IT. 

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, (A) THE PLATFORM, ITS CONTENT,  OUR SERVICES, AND ANY OTHER SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM,  AND HOWL MARKS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY  WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.(B) HOWL DOES NOT MAKE ANY  REPRESENTATIONS OR WARRANTIES: (I) IN CONNECTION WITH THE SERVICES, HOWL MARKS,  BRANDS ACCESSIBLE THROUGH THE PLATFORM, USER CHANNELS, USER CONTENT, USER  CONTRIBUTIONS, INSTANT PAY, THE OPERATION OF ANY OF THE FOREGOING; (II) THE  SERVICES BEING UNINTERRUPTED OR ERROR-FREE, RELIABLE, THAT DEFECTS WILL BE  CORRECTED; (III) THAT OUR SERVICES, OR ANY SERVER THAT MAKES THE SERVICES  AVAILABLE WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THAT  OUR SERVICES OR ANY OTHER SERVICES OR ITEMS OBTAINED THROUGH THE OUR SERVICES  WILL MEET YOUR NEEDS OR EXPECTATIONS, OR OTHERWISE WITH RESPECT TO THESE TERMS  OF USE; (V) WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY,  ACCURACY, OR AVAILABILITY OF OUR SERVICES; AND (C) HOWL EXPRESSLY DISCLAIMS ANY  AND ALL EXPRESS, IMPLIED AND STATUTORY REPRESENTATIONS AND WARRANTIES,  INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS  FOR A PARTICULAR PURPOSE, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY  WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. TO THE EXTENT  THAT EITHER PARTY MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY SUCH  WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE MINIMUM REQUIRED BY  APPLICABLE LAW. 

Limitation of Liability 

TO THE FULLEST EXTENT PROVIDED BY LAW, (A) IN NO EVENT WILL HOWL, ITS AFFILIATES OR  THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE  LIABLE TO USER OR ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, ANY END USER WHO  INTERACTS WITH HOWL.ME LINK PLACED ON A PERMITTED CHANNEL) FOR ANY LOST PROFITS  OR LOST REVENUE, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR  CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,  INCLUDING BUT NOT LIMITED TO DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR  USE, OR INABILITY TO USE, OUR SERVICES, ANY WEBSITES LINKED TO OUR SERVICES, ANY  CONTENT ON THE PLATFORM, THE USER CHANNELS, USER CONTENT, AND THE USE OF ANY  SOFTWARE, EXTENSIONS, CODE, OPERATING INSTRUCTIONS, INTERFACES, OR LINKS  PROVIDED IN CONNECTION THEREWITH; AND (B) IN NO EVENT WILL HOWL’S LIABILITY FOR  DAMAGES OR ALLEGED DAMAGES UNDER THESE TERMS OF USE OR RELATED TO THE USE OF  THE PLATFORM OR THE SERVICES, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL  THEORY, EXCEED ALL AMOUNTS PAID AND/OR PAYABLE TO USER BY HOWL FOR USE OF THE  PLATFORM OR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY  PRECEDING SUCH CLAIM. 

Monitoring and Enforcement; Termination 

We have the right to: 

  • Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
  • Take any action with respect to any User Contribution that we deem necessary or appropriate in our  sole discretion, including if we believe that such User Contribution violates the Terms of Use,  infringes any intellectual property right or other right of any person or entity, threatens the personal  safety of users of the Services or the public, or could create liability for the Howl. 
  • Disclose your identity or other information about you to any third party who claims that material  posted by you violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal  or unauthorized use of the Services.
  • Terminate or suspend your access to all or part of the Services for any or no reason, including without  limitation, any violation of these Terms of Use. 

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or  court order requesting or directing us to disclose the identity or other information of anyone posting any  materials on or through the Services. YOU WAIVE AND HOLD HARMLESS HOWL AND ITS  AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY  ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE  OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. 

We cannot review material before it is posted on the Platform, and cannot ensure prompt removal of  objectionable material after it has been posted. Accordingly, we assume no liability for any action or  inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described  in this section.  

In addition to any rights and remedies Howl is entitled to under these Terms of Use, Howl is entitled to  recover any legal fees and other costs Howl incurs to enforce these Terms of Use. 

Geographic Restrictions 

The provider of the Services is based in the State of New York in the United States. We make no claims  that the Services or any related content is accessible or appropriate outside of the United States. Access  to the Services may not be legal by certain persons or in certain countries. If you access the Services from  outside the United States, you do so on your own initiative and are responsible for compliance with local  laws. 

Waiver and Severability 

No failure or delay by Howl in exercising any right or remedy under these Terms of Use will operate as a  waiver of such right or remedy. In the event that any portion of these Terms of Use is held to be invalid or  unenforceable, such provision shall be eliminated or limited to the minimum extent such that the remaining  provisions of the Terms of Use will continue in full force and effect. 

Governing Law; Jurisdiction 

All matters related to the Services and these Terms of Use and any dispute or claim arising therefrom or  related thereto (in each case, including non-contractual disputes or claims) will be governed by and  construed in accordance with the laws of the State of New York without giving effect to any choice or conflict  of law provision or rule (whether of the State of New York or any other jurisdiction).  

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Services shall  be resolved exclusively by state or federal courts located in New York City, New York. You hereby consent  to the exclusive jurisdiction of such courts, and waive any and all objections to the exercise of jurisdiction  over you by such courts and to venue in such courts. 

Entire Agreement 

These Terms of Use, our Privacy Policy, our Community Guidelines, and the Stripe Policies constitute the  sole and entire agreement between you and Howl concerning the Services and supersedes all existing  agreements and all other oral, written or other communication between the you and Howl concerning the  Services.  

Your Comments and Concerns 

This Services are provided by Howl Technologies, Inc. d/b/a Howl located at 335 Madison Ave., FL 4 New York, NY 10017.

All other feedback, comments, requests for technical support, and other communications relating to  the Services should be directed to: creators@planethowl.com.

EXHIBIT A: COMMUNITY GUIDELINES 

Our Community Guidelines 

As a member of the Howl community, we want you to feel supported, safe, and connected to other  creators while you grow your business. To achieve that, we are deliberate about how we foster  community and create a space where creators like you can thrive. 

As part of our commitment to supporting creators that use Howl, we have developed these Community  Guidelines (the “Guidelines”) to clarify what is and is not acceptable behavior when using the Services.  Growing your business by working with leading global Brands means that you will be held to high  standards. Howl is here to help make sure that you are set up for success. 

Follow Our Policies 

By using the Platform, Howl.me Links or any Services, you expressly agree to our Terms of Use (the  “Terms of Use”), our Privacy Policy, and these Guidelines, and to follow these policies when using the  Platform and when using Howl.me Links or any Services, whether on Social Media Platforms, User  Channels, third-party websites, or elsewhere. Howl reserves the right to decide, in our sole discretion,  what behavior violates these Guidelines and what disciplinary action is appropriate, including but not  limited to: 

  • Freezing Howl.me Links from generating Earnings; 
  • Suspending or permanently terminating your Account and your access to the Platform, Howl.me  Links, and any other Services 
  • Reporting terms of use violations on third-party platforms that host content which include a  Howl.me Link; and 
  • Notifying law enforcement authorities.

Follow the Policies of Social Media Platforms 

You may use Howl.me Links on social media platforms where you create content, such as YouTube and  Instagram (each a “Social Media Platform”). By using the Howl.me Links feature on any Social Media  Platform, you expressly agree to comply with all terms and conditions applicable to such Social Media  Platform, including but not limited to all terms of service and privacy policies. 

Be Inclusive 

You shall not engage in any conduct or post any content that discriminates against, defames, or degrades  any person or group of people based on their race, ethnicity, national origin, religion, sex, gender, sexual  orientation, age, occupation, political affiliation, socio-economic status, disability or medical conditions. 

Be Honest 

You shall not engage in any conduct or post any content that... 

  • Violates the legal rights (including the rights of publicity and privacy) of others or contain any  material that could give rise to any civil or criminal liability under applicable laws or regulations or  that otherwise may be in conflict with these Terms of Use or our Privacy Policy. 
  • Infringes upon, misappropriates, or otherwise violates someone else's copyrights, trademarks, or  other intellectual property rights.
  • Is likely to deceive any person, impersonates, or misrepresents one's affiliation with another  person or organization. 
  • Involves spam or fake engagement or artificially collects likes, followers, or shares, posts  repetitive comments or content, or repeatedly contacts people for commercial purposes without  their consent. 
  • Offers money or giveaways of money in exchange for likes, followers, comments or other  engagement. 
  • Engages in, promotes, encourages, facilitates, or admits to the offering, solicitation or trade of fake and misleading user reviews or ratings. 
  • Spreads misinformation.
  • Intentionally games the system (including but not limited to creating duplicate Accounts,  bypassing Howl and engaging Brands directly, using their own Howl.me Links to buy and return  products while keeping the payouts, clicking on links with payouts to inflate payouts, etc.).
  • Gives the impression that you or your content emanates from or are endorsed by us or any other  person or entity, if this is not the case. 

Keep it Clean 

You shall not engage in any conduct or post any content that... 

  • Depicts, promotes, or enables bullying or harassment of any kind. 
  • Depicts, promotes, or enables violence, suffering, suicide, or self-harm. 
  • Features nudity, pornography, or sexually explicit content. 
  • Features excessively vulgar or profane language.

Be Lawful 

You shall not engage in any conduct or post any content that... 

  • Violates any law or regulation, including but not limited to Federal Trade Commission regulations,  or promotes any illegal activity, or advocates, promotes, or assists any unlawful act. • Depicts, promotes, or enables criminal activities, terrorism or hate groups. 
  • Encourages, praises, or promotes dangerous actors or groups and their activities. • Relates to activities or goods that are regulated or illegal in the majority of the world, even if the  activities or goods in question are legal in the jurisdiction of posting. 
  • Offers sexual services, buys or sells firearms, alcohol, and tobacco products between private  individuals, and buys or sells pharmaceutical drugs. 
  • Promotes online gambling, online real money games of skill or online lotteries. • Shares sexual content involving minors or threatens to post intimate images of others.  

Respect the Privacy of Others 

You shall not engage in any conduct or post any content that… 

  • Shares, offers or solicits personally identifiable information or other private information that could  lead to physical or financial harm, including financial, residential, and medical information, as well  as private information obtained from illegal sources. 
  • Attempts to gather sensitive personal information or engage in unauthorized access by deceptive  or invasive methods are harmful to the authentic, open and safe atmosphere that we want to  foster. 

Authenticity Only 

You shall only use Howl.me Links to endorse products or Brands you have actually used and actually  approve of. You may only make statements that reflect your honest beliefs, opinions, or experiences and  are transparent about your connection to Brands. 

Disclose Connections to Brands Clearly 

When posting about a Brand’s products using Howl.me Links, you agree to disclose your material  connection to such brand clearly and conspicuously, including by… 

  • Communicating your material connection to a brand effectively so that consumers can easily find  it, easily understand it, and obtain sufficient information from it to make a judgment about the  credibility of the endorsement. 
  • Ensuring the disclosure is well placed so it can be easily noticed, and prominent so it can be  easily read. 
  • Avoiding burying the disclosure, including but not limited to in a bio, in a hyperlink, among a  series of hashtags or other disclosures, below the fold, or below the “more” button in Instagram  posts. 
  • In Instagram stories, ensuring that the disclosure is easy to notice and read in the time that  followers have to look at the image, and well contrasted against any images.
  • In video posts, placing the disclosure both within the video itself, and in the description of the  video, and displaying the disclosure long enough for a consumer to be able to read and  understand it. 
  • In live streams, repeating the disclosure as needed to ensure that consumers see it or keep it  posted throughout the live stream. 
  • In tweets, or a similar thread, making the disclosure clearly in the first entry into the conversation  thread, and then adding to subsequent entries at three entry intervals depending on the media  and the length of the thread. 
  • Avoiding using features on Social Media Platforms that do not allow for clear and conspicuous  disclosures. 

Social Media Platforms may have a required tool or feature for paid endorsements. Although these tools  or features must be used to comply with the Social Media Platform's rules, they should not be relied on  alone to meet FTC disclosure requirements. 

Please find examples of acceptable and unacceptable disclosures in Exhibit B.  

Be Nice or be Gone 

You shall not maliciously defame products or Brands in your User Content or use the Platform or Services for any malicious activity. 

No Gaming the System 

You shall not attempt to increase your Earnings in a dishonest way, including but not limited to: 

  • Creating duplicate Accounts; 
  • Publishing Howl.me Links using Accounts that are not your own; 
  • Using your own Howl.me Links to buy and return products while keeping the payouts; • Influencing your audience to engage with your Howl.me Links on content unrelated to a product  or service recommendation; 
  • Clicking on links with CPC payouts to inflate payouts; and/or
  • Bypassing Howl and engaging Brands directly to access opportunities found on the Platform. 

No Improper Purposes 

  • You shall not use the Platform or the Services in connection with any improper purpose, including  but not limited to: 
  • Collecting market research for a business that competes with Howl 
  • Copying, selling, exploiting any portion of the Platform or the Services for commercial purposes

EXHIBIT B: EXAMPLES OF ACCEPTABLE AND UNACCEPTABLE DISCLOSURES 

Disclosures must explicitly disclose seeding you received, discounted price for product you received, and  any compensation - including that you may earn a portion of revenue or commission from relevant  brands. 

Disclosures must not imply for any reason a contractual agreement or collaboration between you and the  brand, either through language, the use of hashtags, or the omission of language which thereby makes  clear that your recommendation is not sponsored or endorsed by the brand. 

Examples of Acceptable Disclosures Include the Following: 

Written (in video description) 

FTC: All opinions on products are true, honest and 100% my own. 

FTC Disclaimer: This video is not sponsored. This post does contain commerce/affiliate links, which  means that if you purchase anything through these links, I may make a small commission. 

Verbal (at the beginning of a video) 

"As a commerce creator, I may earn from the commerce links in the description below. When you  purchase through my links, my contribution to your decision gets recognized and rewarded" "Through your loyalty and support of my stream, I may earn commissions from purchases through my  Howl commerce links.” 

“Like, Subscribe and Support. I may earn commissions from purchases through my Howl commerce links" “100% of these opinions are my own.” 

“This video is not sponsored but you can find commerce links to purchase in the description below.” Verbal (at the beginning of every social commerce video if product was seeded or provided at a discount) 

“Full transparency: I received free [product/service] from [brand] to try but this review is unsponsored and  these opinions are my own.” 

“I purchased [product/service] at a discount generously provided by [brand] so that I could try this out for  you guys. My review is unsponsored and not in collaboration with [brand].” 

Hashtags 

#myopinion 

If applicable: #notsponsored #affiliate #opinionsaremyown #[brandname]partner Examples of Unacceptable Disclosures Include the Following: 

Examples: 

“I received free [product/service] from [brand]” 

“Thanks [brand] for the free [product/service]” 

“I’m a paid brand ambassador for [brand” 

“I have partnered with [brand] to promote [product/service]” 

“I was paid by [brand] to…” 

Hashtags 

#sp #collab #ambassador #sponcon