Komi Terms for Creators

Last updated: June 2025

Welcome to Komi

These terms (“Creator Terms”), and the documents we refer to in them, apply to your

use of Komi and to transactions made through Komi, including our website and your Komi

Creator page (“Komi Services”).

Please read these Creator Terms carefully, to understand what we can do for you, how you

can use Komi and how transactions through Komi work and how Komi features and

content, subscriptions, ‘bundles’ and services you make available through Komi are made

available to other non-Creator users of Komi or visitors to your Profile (collectively

“Fans”).

When you create a Creator account with us, and when you use Komi Services, you are

agreeing to comply with these Creator Terms.

1. WHO WE ARE

Komi App Limited (“we”, “us”) is a company registered in England, with

company number 12268875 and registered address: 35 Ballards Lane, London

N3 1XW, United Kingdom. Email address:

support@Komi.io.

2. KOMI WORKS FOR CREATORS

2.1 Your Komi Creator page (your “Profile”) is the ultimate destination for Fans,

allowing you to aggregate your content, services, other offerings, and commerce

into one place, and build your digital community using Komi’s digital

infrastructure. We also provide in-built tools and integration with third-party

channels to help you monetize your Komi Creator page.

2.2 We don’t want to get in your way. When a Fan engages with, or purchases, your

content, products, events, experiences (digital or physical), tickets, gift

capabilities, subscription or ‘bundle’ offerings, or other materials or services made

available through your Komi Creator page by you (“Creator Services”), their

agreement is with you and/or any intermediary through which you offer your

brand or services. We act as your Komi Creator page provider, and your vendor

for activities such as hosting links to your sales channels, facilitating in-Komi

purchases directly from you and/or your partners, or helping manage Fans’

experience of your Komi Creator page.

2.3 We offer various “Komi Services” which may include functionality to build your

Profile; fan monetization functionalities for your Creator Services; brand affiliation

services; and any other services as we may introduce from time to time, subject

to any specific supplementary or amended terms that may apply to those Komi

Services.

3. YOUR KOMI CREATOR ACCOUNT

3.1 Before you can begin to make your Creator Services available through Komi, you

will first need to create a Komi Creator account. To be able to create a Komi

Creator account, you must:

3.1.1 be at least 16 years old;

3.1.2 if requested by us, provide information about the type of Creator

Services you intend to offer to Fans through Komi;

3.1.3 provide us with any other accurate information that we might

reasonably request in writing from you, including during the Komi

Creator account setup process, so that we can understand your skills

and experience and check that we think the Komi Creator community

is the right place for you and your Creator Services.

3.2 We will need you to select an account password and other security settings, to

help us keep your Komi Creator account safe. You must not share your Komi

Creator account details with others. You are responsible for control of your Komi

Creator account, such as keeping your password and account details safe and

secure, and making sure that the Creator Services you make available to Fans are

what you intend and are appropriate for Komi. You are also responsible for all

activities occurring under your Komi Creator account, and the acts or omissions of

any person you have permitted or authorized to operate your Komi Creator

account.

3.3 When you register for your Komi Creator account, you will be assigned your

Profile web address. We reserve the right to amend your Profile web address at

any time, at our sole discretion.

4. YOUR RELATIONSHIP WITH KOMI FANS

4.1 All your interactions and transactions with Komi Fans are between you and each

Fan on the terms you choose to implement between you and the relevant Fan,

including any licenses to the intellectual property in any of the Creator Services.

You are therefore responsible for complying with any obligations to which you are

subject under applicable laws and regulations in respect of such terms, including

in relation to consumer protection, advertising, commercial communications, and

Data Protection Laws (as defined in Schedule 1). To the extent you choose to use

Komi Services which result in us processing personal data of Fans on your behalf

and on your instruction, then the Data Protection Terms in Schedule 1 shall apply

to such processing.

4.2 Whilst we may facilitate your offering of your Creator Services to Fans, and may

carry out certain limited functions accordingly (such as acting as a processor of

personal data, and host of your content), we are not a party to any agreement

between you and the Fan.

4.3 We are not responsible for, and (to the fullest extent permissible under law) we

disclaim and exclude, any and all liability (howsoever arising), that you or any Fan

may incur or suffer from the interactions, transactions and/or purchases made

under, or further to, your agreement with Fans in connection with Creator

Services offered or linked to on Komi.

4.4 You acknowledge that Komi may also have an independent relationship with Fans

and that such relationship is not affected or governed by the provisions of these

Creator Terms.

5. MONETISATION OF YOUR PROFILE: HOW PURCHASES THROUGH KOMI

WORK

5.1 Komi enables you to monetize your Profile through the Komi Services, which may

include fan monetization functionalities and/or brand affiliation services.

5.2 Subject to any new or substitute functionality that we may introduce from time to

time, when a Fan purchases Creator Services from you using:

5.2.1 Third Party Links: we will host the third-party link on your Profile, and

when a Fan clicks the relevant link, they will leave the Komi

environment to make the purchase. Komi will not have control or

responsibility over the Fan’s experience once they leave the Komi

environment – including for the ultimate purchase that is made,

payment processing, or order fulfilment.

5.2.2 Komi Services: we will act as a vendor to host a pop-up window

through which Fans can input purchase information and complete the

checkout process for your Creator Services without leaving your

Profile. The purchase is between you and the Fan. Unless otherwise

agreed, we will not be responsible for the ultimate purchase that is

made, payment processing, or order fulfilment.

5.3 You acknowledge and agree that:

5.3.1 you and/or any third-party platforms or tools you choose to link to or

connect to the Komi Services, have ultimate responsibility for

handling, managing and concluding Fans’ purchases of your Creator

Services and that we have no control over, or responsibility for, a

Fan’s experience in this regard;

5.3.2 refunds, chargebacks, fees and payment to or by you of associated

monies are all the responsibility of you and/or the third-party

monetization channels, the platforms or tools you choose to link to or

connect to the Komi Services, and are subject to your agreement with

such third-party. However, in case of any breach of these Creator

Terms, applicable laws, or Komi policies, Komi may require you to

make refunds of the affected Creator Services; and

5.3.3 provision of certain Komi Services may be dependent on integration

with third parties and, to the extent you wish to make use of such

Komi Services, you may be required to integrate (or authorize the

integration of) your Profile with your account (or similar) with such

third parties, or otherwise engage with such third parties (including by

agreeing to their applicable terms of service). If you do not integrate

and engage with such third parties, we may not be able to provide

such Komi Services to you.

5.4 You are responsible for your own tax and tax reporting (including without

limitation national insurance or social security payments, income tax, corporation

tax, VAT, sales taxes, or similar or equivalent in every relevant jurisdiction),

including in respect of income you receive from transactions with and purchases

by Fans as described in these Creator Terms.

6. WHAT YOU PAY TO US

6.1 The fees charged by us depend on your use of the relevant Komi Services, which you

can select via your Komi Creator account, and may include: monthly subscription fees,

transaction fees, fees for particular Komi Services and any other fees that we may

charge for these or other Komi Services from time to time, subject to your acceptance

of such fees within your Komi Creator account or as otherwise agreed between us and

you, together, the “Komi Fees”.

6.2 The Komi Fees may vary based on commercial factors, such as your location or

national currency. The Komi Fees, together with applicable payment terms, will be

clearly shown before you make use of the associated Komi functionality. We

reserve the right to amend or update the Komi Fees from time to time.

6.3 You remain fully responsible for the payment in full to us of all applicable Komi

Fees incurred through your Komi Creator account. In addition to any other rights

or remedies we may have, if you fail to ensure our receipt of the applicable Komi

Fees when due in accordance with these Creator Terms and any payment terms

set out in your Komi Creator account:

6.3.1 interest shall accrue on such due amounts at an annual rate equal to

8% over the then current base rate of the Bank of England at the date

the relevant amount became due, commencing on the due date and

continuing until fully paid (whether before or after any judgment); and

6.3.2 we may immediately suspend, pause, or cancel the provision of any

Komi Services, or terminate your account, until the outstanding

payments are made in full.

7. KOMI’S USAGE RULES FOR CREATORS

7.1 Please use Komi safely and responsibly, keeping in mind the safety of Komi’s Fans.

In particular you must use Komi in accordance with applicable laws and

regulations, third-party rights, the terms and conditions and policies of the

relevant online platforms, these Creator Terms, and our usage rules for Creators

below. We reserve the right to decide at our sole discretion whether particular

actions, content or behaviour might be inappropriate for Komi because they make

Komi less safe or friendly for the Fan and Creator community, or breach these

Creator Terms, or the spirit of them.

7.1.1 Do not hold yourself out as acting for us, as having the right to bind us

to any legal agreement, or as having authority to speak on our behalf or

imply that you are entitled to do so.

7.1.2 Except through our Komi functionality that specifically allows for setting

out your e-commerce links and references, do not use Komi to promote,

market, advertise, endorse, solicit users or Fans to, support or feature in

any way any third-party products, platforms, or services which compete

directly with Komi.

7.1.3 Do not offer or promote any illegal content, services or products through

Komi including without limitation drugs or drug-related equipment,

chemicals, weapons or explosives, counterfeit goods, services or items

for hacking, or bypassing copyright or rights management systems.

7.1.4 Only offer regulated content, services, or products through Komi (such

as alcohol, gambling, tobacco or e-cigarettes, or financial, legal or

medical advice, or related content): (i) where legal to do so; (ii) in

accordance with all applicable laws and regulations, including age

restrictions and licensing conditions; and (iii) in accordance with these

Creator Terms, and any additional guidance or policies that we may

communicate from time to time. You must provide us with evidence that

you hold all relevant registrations, licences, or permits for these

activities upon request.

7.1.5 Do not upload any content or Creator Service in Komi which seeks, or

makes any arrangement, to: (i) meet any person privately in person, or

(ii) set up a live or interactive experience online with any person under

the age of 18 without the presence and supervision of such person’s

parent or guardian.

7.1.6 Do not impersonate or attempt to impersonate any other persons or

organizations whilst using Komi.

7.1.7 A Komi Creator account is only for a Creator to connect with their Fans,

do not create a Creator account in order to build a fan page or similar

page dedicated to another Creator or category of Creator.

7.1.8 Do not impersonate or hold yourself out (including by using language or

imagery) as having an affiliation or connection with any other Creator

unless authorized to do so by such other Creator.

7.1.9 Do not offer in Komi, or use or attempt to use in Komi, any Creator

Services, which infringe the rights of any third-party (including without

limitation their intellectual property, publicity, or privacy rights).

7.1.10 Do not conduct yourself in a manner which, or upload to Komi any

Creator Services or content which might, bring Komi, Komi App Ltd, or

any of our affiliates into disrepute.

7.1.11 Do not offer in Komi any Creator Services which are, or which promote

other material which is offensive, discriminatory, defamatory,

threatening, violent, or otherwise illegal or intended to harm or harass

others, or exploit or cause any type of harm to children.

7.1.12 Do not offer in Komi any Creator Services which are homophobic,

abusive, hateful, seditious, encourage violation of these Creator Terms,

involve unsolicited marketing or SPAM, or which are or may be

technically harmful, such as viruses, logic bombs, harmful data or code,

or any other malicious software or process.

7.1.13 Do not sell, copy, loan, rent, scrape, index, crawl, data mine, publish,

modify, adapt or reproduce any part of Komi.

7.1.14 Do not, and do not attempt to: gain unauthorized access to Komi, any

part of Komi or any content within Komi; disrupt, any part of Komi or

any content within Komi; circumvent Komi security measures;

interfere with or damage Komi, any part of Komi or any content within

Komi or our systems, devices or servers.

7.1.15 Do not, and do not attempt to: hack, mimic, disable, obscure, merge,

disassemble, decompile, or reverse-engineer Komi, any part of Komi

(including software) or content within Komi.

7.1.16 You must only use Komi for lawful purposes. Do not use or attempt to

use Komi in any way that breaches any national, state, local or

international law or regulation. You are responsible for ensuring that your

use of Komi (including in respect of the processing of Fan personal data)

and all of your content, actions, activities, Creator Services, interactions

and technologies placed (such as, without limitation, cookies or tracking

pixels) through or in connection with your Komi Creator account are in

full compliance with applicable law.

7.1.17 You must conduct yourself in a reasonably professional manner at all

times and in such a way as to avoid reputational harm to us or the Komi

platform.

7.1.18 In general, you must comply with any instructions, guidelines or policies

for Creators as communicated and updated by us at any time.

7.2 From time to time we may make additional community, safety and security rules

and guidelines available to you through Komi. Where we do so, you must read

and comply with them.

8. YOUR RIGHT TO USE KOMI

8.1 We grant you a limited, non-transferable, revocable, non-exclusive,

non-sublicensable license to use: (i) Komi for your use as a Komi Creator

(including our website and the apps we make available), including for the

purposes of fulfilling your obligations and exercising your rights hereunder; and

(ii) Komi branding and intellectual property rights that we make available at our

discretion, including our logo and/or trademarks for the purposes of the

promotion of the availability to Fans of your Profile (and the Creator Services you

make available through your Profile), subject in all cases to the usage restrictions

under these Creator Terms. The foregoing license includes the right for you to

transact for, fulfil, market, and promote the availability of your Creator Services in

Komi for Fans to purchase and access.

8.2 From time to time we may provide you with certain promotional materials and

assets which we identify as being for use by you for the promotion of the

availability to Fans of your Profile (and the Creator Services you make available

through your Profile) through your personal social media accounts, websites and

blogs. With regard to such materials and assets, we grant you a limited,

revocable, non-transferable, non-exclusive, non-sublicensable license to use

them for those purposes only. We may require that you cease using them and/or

remove them from your social media accounts, websites, and/or blogs at our

discretion on written notice to you.

9. OUR RIGHTS TO USE YOUR CONTENT

9.1 When you create a Komi Creator account, you are appointing us as your vendor.

You retain ownership of the content, assets, and materials related to your Creator

Services that you submit into Komi. However, we need you to grant us a license,

as follows, so that we are able to use your works, content, and intellectual

property rights in accordance with these Creator Terms.

9.2 You grant us a non-exclusive, irrevocable, worldwide, sub-licensable, royalty-free

right and license to use content, assets, and materials related to your Creator

Services (of any kind or nature including without limitation copy, audio, and

audio-visual materials) that you submit into Komi, such as through your Profile,

messages, and through your offerings to Fans of your Creator Services (and your

fulfilment and promotion of them), or which are generated or obtained through

your use of Komi (including personal data of Fans and analytics data), but only for

the following permitted purposes:

9.2.1 to provide Komi, its content and services and fulfil relevant

transactions and in order for us to exercise and fulfil our rights,

duties, and obligations under these Creator Terms;

9.2.2 to promote and market Komi and the availability of your content

and/or Creator Services through Komi, including through alternative

distribution channels or affiliate programs such as: campaigns on

digital properties, social media, television, radio, print or other ‘out of

home’ advertising, advertisements placed on search engines,

incentivized referral campaigns and email marketing; and

9.2.3 for our product and service development purposes.

9.3 The foregoing license that you grant to us survives termination or expiry of these

Creator Terms and does not affect your ownership of your intellectual property

rights. The foregoing license means that we are entitled to use your intellectual

property rights as we wish but only in connection with the permitted purposes

listed above. You hereby waive any moral rights (e.g. to be credited as author) in

connection with such use.

9.4 For clarity, nothing in this Section shall affect Komi’s rights or ability to use data

obtained under Komi’s separate relationship with Fans or site visitors that is

independent of the Komi Services.

10. OUR WARRANTIES TO YOU AND OUR LIABILITY

10.1 We warrant to you that:

10.1.1 we are entitled to enter into these Creator Terms and fulfil

our obligations under them;

10.1.2 we have and will have all necessary rights and licenses to be able

to grant the rights and licenses we grant to you under these

Creator Terms; and

10.1.3 our services to you, in relation to Komi, will be provided with

reasonable care and skill.

10.2 Aside from the above, we provide Komi and its services to you “as is”, meaning

that we make no other representations, warranties, or guarantees to you and

that, to the maximum extent not prohibited by applicable law, we exclude any

and all implied terms, warranties, representations, or guarantees.

10.3 Except where otherwise expressly provided by these Creator Terms, and to the

maximum extent permitted by law:

10.3.1 we do not accept any liability for any unforeseeable, indirect, or

consequential losses, damages, costs or expenses, including without

limitation damage to or loss of:

(i) opportunities,

(ii) potential savings,

(iii) profits,

(iv) revenues,

(v) customers,

(vi) sponsors,

(vii) reputation

(viii) goodwill,

(ix) data; or

(x) any device or digital content, and

10.3.2 we do not accept any liability for any third-party links or integrations

you choose to add to your Komi Creator page (including via the Komi

Services, or for transactions made by Fans using third-party links you

have incorporated onto your Komi talent page); and

10.3.3 to the maximum extent permitted by law, our liability to you shall not

exceed the greater of the following sums: (i) £500; or (ii) the total

amount you paid to us in Komi Fees (for the avoidance of doubt, less

(a) taxes, (b) processing fees, (c) fees charged by third-party

partners, and/or (d) other reasonable costs) in the preceding 12

months prior to the relevant date of liability first incurring.

10.4 Nothing in these Creator Terms shall limit or exclude our liability for personal

injury or death caused by our negligence, for our fraud or our fraudulent

representation, or any other liability that may not be so limited or excluded under

applicable law.

11. YOUR WARRANTIES TO US

11.1 You warrant, represent and undertake to us that:

11.1.1 you are entitled to, and have all necessary rights to, enter into these

Creator Terms, and perform your obligations and grant all necessary

rights that you grant hereunder;

11.1.2 you will abide at all times with these Creator Terms;

11.1.3 you will abide at all times by all applicable laws and regulations

including, without limitation, laws relating to consumer protection,

advertising, and commercial communications, and Data Protection

Laws, and the offering or promotion of any regulated content,

products, or services;

11.1.4 to the extent you choose to include Third Party Links on your Profile,

or connect third-party functionality via the Komi Services, you are

entitled, and have all necessary rights in order, to link to, or to

integrate, your chosen third-party site, platform or tool, and our

hosting of the relevant link / integration on Komi will not cause us to

receive any claims for infringement, damage, loss or otherwise from

the relevant third party;

11.1.5 your Creator Services made available through Komi to Fans will be

appropriate, lawful, and original works that you have created;

11.1.6 your Creator Services made available through Komi to Fans will be of

the category that you disclosed to us in your Komi Creator account

creation process (as may be amended with our written consent);

11.1.7 your Creator Services made available through Komi to Fans, and any

assets, content, and materials you provide to us, will not infringe the

rights of any third party (including without limitation their intellectual

property, publicity, or privacy rights);

11.1.8 you will exercise all reasonable care and skill in providing your Creator

Services through Komi to Fans;

11.1.9 you have all necessary skills, experience and qualifications (including

without limitation those you set out in any content or descriptions you

provide in Komi to Fans) for the purposes of the Creator Services you

provide to Fans; and

11.1.10 without prejudice to the above, you will provide your Creator Services

in such a manner so that all commitments you make to Fans are met.

12. INDEMNITY

12.1 You shall indemnify and hold harmless us, and our directors, staff, suppliers,

licensors and group companies, from any and all liabilities, penalties, losses,

damages, costs and expenses (including without limitation legal and professional

expenses) that arise from any of the following:

12.1.1 your breach of these Creator Terms (including without limitation the

warranties you make in these Creator Terms and the commitments

you make to us regarding our confidential and/or proprietary

information);

12.1.2 your use of Komi in any illegal way, such as if you use Komi to access,

share or offer illegal Creator Services or promote them, or if you use

Komi Services or functionality in a way that breaches Section 7;

12.1.3 third-party claims against us (such as for, without limitation,

infringement of intellectual property, publicity, or privacy rights),

arising from your use of Komi such as, without limitation, Creator

Services you make available through Komi and/or reliance on them by

any Fan or other third party, technologies you place on Fan devices via

your Profile such as tracking pixels or cookies, Third Party Links which

you place on your Profile, or third-party monetization channels,

platforms or tools you choose to link to, or integrate / connect to

Komi;

12.1.4 any claim arising from or relating to the form, content, recipient or

timing of any message, email or other electronic communication sent

from or on behalf of the Creator to any Fans using the Komi Creator

page;

12.1.5 your failure to fulfil your obligations to Komi Fans.

12.2 In such instances, we shall have the right to control the legal defense of any

third-party claim or regulatory investigation and you shall provide us with all

assistance we request, acting reasonably.

13. NON-SOLICITATION

13.1 You shall not (and shall not attempt to), without our prior written consent, at any

date within the period commencing from your creation of a Creator Account up to

the date which is six (6) months from the termination or expiry of these Creator

Terms for any cause, solicit, or entice away from Komi to any alternative platform

or service that a reasonable businessperson would regard as a competitor to

Komi, either of:

13.1.1 any Fan; or

13.1.2 any Komi Creator account holder.

13.2 If you breach your obligations under this Section we reserve the rights, without

limitation, to suspend or terminate your Komi Creator account and/or to seek

damages and/or other remedies.

14. DATA PROTECTION

14.1 You, and we, undertake to comply with the data processing terms set out in

Schedule 1 to these Creator Terms.

14.2 You undertake and shall ensure that your use of the Komi Services and

functionality, including the sending of electronic communications, is in compliance

with applicable Data Protection Laws.

14.3 You shall ensure that any electronic communications (including by email, SMS, IM,

telephone, or any other method) from you or made or on your behalf to any Fans

using your Profile comply with all applicable laws and regulations. You shall

implement and maintain all policies, procedures and trainings required by such laws

and regulations and have in place at all times all necessary consents or other valid

legal basis for such communications, and must not send (or cause Komi to send)

any such communications in breach of such laws or regulations.

14.4 You are exclusively responsible for the form, content, recipients, and timing of any

messages, emails, or other electronic communications sent by you or on your

behalf to any Fans using the Komi Services, and for compliance with all applicable

laws, including Data Protection Laws, in connection with such communications.

Upon reasonable request and notice from Komi, you shall cooperate with Komi in

good faith to prepare or execute such declarations, affidavits, or other similar

documents as may be reasonably necessary to support Komi’s defense of claims

arising from or relating to messages, emails or other electronic communications

sent by you or on your behalf to Fans on the Komi Services.

15. YOUR USE OF KOMI SERVICE OPTIONALITY

15.1 In this Section 15, terms used but not defined have the meanings given to such

terms in Schedule 1.

15.2 As part of the Komi Services, we may at our discretion make available for your use:

15.2.1 pro forma wording which addresses the Processing of Fan Personal

Data by you, or by us on your behalf, such as a pro forma privacy

notice or pro forma consent wording;

15.2.2 functionality which may help to assist you in your compliance with

Data Protection Laws, such as functionality which enables you to

utilize ‘soft opt in consent’ for direct marketing purposes; or

15.2.3 functionality which enables you to collect and Process Fan Personal

Data, such as in-communication tracking technologies available for

your use in connection with campaigns run through Komi Audiences

and Campaigns.

15.3 In respect of the pro forma wording and functionality referred to in Section 15.2

above, or any other functionality made available by us to you, you hereby

acknowledge and agree:

15.3.1 your use of such pro forma wording and/or functionality is entirely at

your discretion;

15.3.2 we provide such pro forma wording and/or functionality as a

suggestion for information purposes only;

15.3.3 such pro forma wording and/or functionality does not constitute legal

advice and we exclude all warranties or other terms in relation to it;

and

15.3.4 it is your sole responsibility to ensure you have reviewed such pro

forma wording and/or functionality to ensure it accurately addresses

or works for your circumstances, your use of the Komi Services, your

Processing of Personal Data and/or our Processing of Personal Data on

your behalf, and revised or refrained from using such pro forma

wording and/or functionality to the extent it does not.

16. CONFIDENTIALITY

In the course of our working relationship with you, we may disclose to you (but

without obligation to do so) certain information which is of a proprietary and/or

confidential nature, such as regarding our business affairs, pre-release marketing

materials, marketing plans, suppliers, business partners, viewing figures,

engagement figures, or other of our confidential and/or proprietary information.

All such information, whether marked confidential or not and regardless of the

medium through which it is provided, must be held in strictest confidentiality and

not disclosed except: (i) with our prior written approval; (ii) to your professional

advisors or staff, to the extent strictly necessary for the purposes of fulfilling your

obligations under these Creator Terms or exercising your rights under these

Creator Terms (and provided they are made subject to obligations of

confidentiality at least as stringent as under these Creator Terms); or (iii) where

required by a competent court or regulator (after providing us with advance

written notice).

17. YOUR RIGHTS TO END THESE CREATOR TERMS

You can close your Komi Creator account with us at any time, either by using

settings within Komi or by contacting us. However, we may need a reasonable

amount of time in order to process your closure request and update Komi.

18. OUR RIGHTS TO END THESE CREATOR TERMS

18.1 We may temporarily discontinue making available Komi or any part of it for any

reason, including (without limitation) for upgrades, maintenance or service

administration reasons at our discretion. Updates we make to Komi do not

terminate these Creator Terms. We will try to limit the downtime of the

availability of Komi.

18.2 We reserve our right to take any action we deem reasonably necessary against

you if you breach these Creator Terms or if your Profile, offerings, materials,

content, Creator Services or other assets on your Profile are inappropriate (as

decided by us in our sole discretion). Such action may include, without limitation,

terminating these Creator Terms, suspending your Komi Creator account, limiting

account access (including access by Fans to your Profile or Creator Services),

deleting your Komi Creator account or your Profile, offerings, materials, content,

services or other assets within Komi (each a “Restriction”). However, if what you

have done can be put right, we will give you a reasonable opportunity to do so.

18.3 We, additionally, have the right to terminate these Creator Terms (in whole or in

part) for convenience (i.e. on any grounds, at our discretion) on written notice to

you, without penalty.

18.4 If we intend to apply a Restriction to your Komi access, we will provide you,

where possible, with an explanation of such intention and give you the

opportunity to clarify the relevant facts and circumstances (unless otherwise not

permitted by applicable law). However, we reserve the right to apply a Restriction

to your account without notice where required (in our sole discretion).

19. TERMINATION EFFECTS

19.1 If these Creator Terms are terminated for any reason, then, without affecting the

Data Protection Terms in Schedule 1:

19.1.1 all the rights and licenses granted from us to you shall immediately

terminate, including without limitation your license to use Komi or any

part of it or our content therein;

19.1.2 the rights and licenses you grant to us under these Creator Terms will

survive and continue unaffected;

19.1.3 all other rights and liabilities accrued up to the termination date shall

be unaffected (including our obligation to pay you any outstanding,

undisputed fees we owe to you regarding purchases by Fans of your

Creator Services pursuant to these Creator Terms);

19.1.4 we will, upon your request, delete all information linking you to your

Komi account, other than anonymous details relating to bookings and

events that have taken place through your account to be able to

associate cash flows between accounts and Fans for reporting

purposes;

19.1.5 you will have no right to access any information linked to your Komi

account; and

19.1.6 you will immediately pay to us any outstanding Komi Fees.

20. RESERVING OUR RIGHTS

We, and our licensors, are the owners of all rights in Komi, including without

limitation intellectual property rights. Except for licenses expressly granted to you

under these Creator Terms, no other rights or licenses are granted and all of our

and our licensors’ other rights are reserved.

21. YOUR EQUIPMENT, PRODUCTION, MUSIC AND MOVIE LICENSING

21.1 You are responsible for your own devices, equipment, production of assets and

content and Creator Services, overheads, development costs, hardware costs,

internet connection costs, costs of third parties whose tools you link to, or

integrate, using Third Party Links or Komi Services, and other costs regarding any

Creator Services you provide as part of being able to fulfil your obligations and

exercise your rights hereunder.

21.2 In no event shall we be responsible for paying royalties to you or any third-party

or collection society regarding third-party intellectual property rights in any

Creator Services you choose to input into Komi, including without limitation music

or movie clips you feature in your Creator Services. Clearance and licensing

arrangements for music or movie clips utilized in any and all Creator Services,

content, assets and materials you provide to us or make available through Komi is

solely your responsibility. You will indemnify us against all claims and from all

costs, liabilities, and expenses we incur from your breach of the foregoing.

22. YOUR INTERACTIONS WITH KOMI FANS

In all of your interactions with Komi Fans you must comply with these Creator

Terms. Fans are independent third parties and to the maximum extent

permissible by law, we are not responsible for Fans’ behaviour or interactions

with you or with your Creator Services.

23. KOMI CREATOR ADDENDUM

We appreciate that what you do may be unique and we may need to agree some

further, more tailored, terms between us. For those purposes, we may agree a

separate Komi Creator Addendum with you in writing (including by email), to set

out any special terms that are appropriate. To the extent of any conflict or

ambiguity between these Creator Terms and the Komi Creator Addendum, the

Komi Creator Addendum prevails. Any reference to the Creator Terms shall mean

both these Creator Terms and any applicable Creator Addendum.

24. CHANGES TO THE KOMI CREATOR TERMS

24.1 These Creator Terms may be updated from time to time. In such cases, we will

provide 15 days’ prior notice of any proposed changes by email or other durable

medium (the “Notice Period”) (using the email address you provided to us with

when registering with Komi), unless:

24.1.1 you and we agree a longer notice period in order for you to make

technical or commercial adaptations to comply with the changes;

24.1.2 we are subject to a legal or regulatory obligation which requires us to

change these Creator Terms in a manner which does not allow us to

respect the Notice Period (and if we are permitted by law to notify of

you such reasons, we will do so); or

24.1.3 we must change these Creator Terms to address an unforeseen and

imminent danger related to defending us, Komi, our Fans or our

Creator from fraud, malware, spam, data breaches or other

cybersecurity risks (and if we are permitted by law to notify of you

such reasons, we will do so).

24.2 Following notification of any proposed changes, if you are not happy with the

changes, you may terminate your Creator account and your agreement (i.e.

these Creator Terms) with us either by using settings within Komi or by

contacting us.

24.3 We will not impose retroactive changes to these Creator Terms, except when they

are required to respect a legal or regulatory obligation or when the retroactive

changes are beneficial to you (and if we are permitted by law to notify you of

such reasons, we will do so).

25. GENERAL

25.1 These Creator Terms are the entire agreement between you and us in respect of

your use of Komi. Any representations not set out in these Creator Terms are

superseded and replaced by these Creator Terms.

25.2 Even if we delay in enforcing our rights, including under these Creator Terms, we

still have the right to do so later. Failure to enforce any particular rights or

obligations under these Creator Terms does not prejudice our ability to enforce

any other rights or obligations under these Creator Terms.

25.3 Our remedies set out in these Creator Terms, including without limitation

regarding suspending or terminating your Komi Creator account, are cumulative

and do not limit any other rights and remedies available to us under these

Creator Terms or otherwise at law.

25.4 We have the right to subcontract, sublicense, assign, novate or otherwise transfer

our rights and obligations (in whole or part) under these Creator Terms. For

example, without limitation, we may do so to a group company or if our business

is acquired or restructured.

25.5 You are not permitted to subcontract, sublicense, assign or otherwise transfer

your rights or obligations under these Creator Terms to a third-party, unless we

agree in writing.

25.6 Any requirement for “notice” or “written notice” under these Creator Terms may

be carried out by email.

25.7 You agree that the character of these Creator Terms is unique and of a special

value to us and that, if you breach the Creator Terms, damages alone may not be

a sufficient remedy and that we shall additionally have the rights (without bond

or security) to injunctive relief and any other remedies as may be available at law

or in equity.

25.8 Without prejudice to the express provisions of these Creator Terms, these Creator

Terms do not give any third-party any rights under the Contracts (Rights of Third

Parties) Act 1999 (or otherwise) to derive any benefit from or enforce any part of

these Creator Terms.

25.9 In the event these Creator Terms or a part of them are held by any court or

tribunal of competent authority to be illegal or unenforceable, these Creator

Terms (or the relevant part of them) will be interpreted in such a way that the

rest of the terms are unaffected and such unenforceable terms shall be deemed

replaced by terms which are amended to the minimum extent possible so as to be

legal and enforceable and reflect the parties’ intentions with full force and effect.

25.10 These Creator Terms will be governed by, and construed in accordance with, the

laws of England.

25.11 If you wish to raise a dispute about these Creator Terms or arising in connection

with them, please contact us first to discuss it. You and we hereby submit to the

exclusive jurisdiction of the courts of England to settle disputes or claims arising

from or in connection with these Creator Terms, including non-contractual claims.

26. USE OF THIRD PARTY SERVICES

26.1 By using Komi, you are also agreeing to the Terms of Service of Komi’s partner

services, including where used in connection with Komi:

26.1.1 YouTube: https://www.youtube.com/t/terms

SCHEDULE 1: DATA PROCESSING TERMS

1. SCOPE AND APPLICATION

1.1 This data processing schedule (“DPS"), forms part of the Creator Terms to which

it is attached and the Creator Terms shall apply equally to the terms of this DPS.

1.2 In the event of inconsistencies between the provisions of this DPS and the

Creator Terms, this DPS shall take precedence, unless explicitly agreed otherwise

in writing. In the event of inconsistencies between the provisions of this DPS and

the Personal Data Transfer Mechanism, the Personal Data Transfer Mechanism

shall take precedence.

1.3 This DPS only governs the Processing and transfer to you of Fan Personal Data by

us as a Processor or Service Provider on your behalf. In respect of this

Processing, the Parties acknowledge that you are the Controller or Business and

we are the Processor or Service Provider for the purposes of applicable Data

Protection Laws.

1.4 You acknowledge that we may also have an independent relationship with Fans

under which we may process Fan Personal Data as a data Controller or Business

on our own behalf, and that such Processing by us is not governed by the

provisions of this DPS.

2. INTERPRETATION

2.1 In this DPS, the following capitalized terms shall have the meanings set out

below:

California Personal Information means Fan Personal Data relating to a

California consumer.

Data Protection Laws means any applicable international, national, federal,

state, or local data protection, privacy, ePrivacy, or similar laws and regulations

that apply to the Processing of Fan Personal Data in connection with the Creator

Terms, including the General Data Protection Regulation (“GDPR”), the UK Data

Protection Act, the EU Privacy and Electronic Communications Directive, local

laws implementing these laws, the privacy laws of US States, including the

California Consumer Privacy Act (“CCPA”), and any amendments, supplements, or

replacements to these laws or regulations;

DPS means this data processing schedule;

Fan Personal Data means any Personal Data Processed on your behalf in

connection with the provision of the Komi Services under the Creator Terms;

Party or Parties means you (the Creator) and/or us (Komi);

Personal Data Transfer Mechanism means:

(a) for data transfers from the EU, EEA or Switzerland, the unchanged version of

the standard contractual clauses in Commission Decision 2021/914/EU (MODULE

FOUR: Transfer Processor to Controller) as can be found at

https://eur-lex.europa.eu/legal-content/EN/TXT/HTML/?uri=CELEX:32021D0914

&from=EN) (the “EU SCCs”);

(b) for data transfers from the UK, by the EU SCC plus the template Addendum

B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of

the Data Protection Act 2018 on 2 February 2022 (or as it may be amended or

replaced) as further set out in Appendix 3 (the “UK Addendum”);

Sub-processor means any entity or person (excluding our employees)

appointed by us or on our behalf to Process Fan Personal Data on your behalf in

connection with the provision of the Komi Services.

2.2 The terms “Controller”, “Processor”, “Data Subject”, “Personal Data”,

“Personal Data Breach”, “Process” and “Processing” shall have the meanings

ascribed to them in applicable Data Protection Laws.

2.3 The terms “business”, “business purpose”, “commercial purpose”,

“consumer”, “personal information”, “sell”, “share”, and “service provider”

shall have the same definitions as in the CCPA.

3. GENERAL

3.1 Each Party shall comply with all applicable requirements of Data Protection Laws

when Processing Personal Data in connection with the Creator Terms.

3.2 You shall ensure that you have all necessary and appropriate consents and notices

in place to enable lawful: (i) transfers of any Personal Data, including Fan

Personal Data; and (ii) Processing by you and us of such Personal Data, in

connection with the Creator Terms.

3.3 You are in control of, and responsible for, your compliance with applicable Data

Protection Laws and your use and receipt of the Komi Services in compliance with

Data Protection Laws. In particular, it is your responsibility to ensure you have

met your obligations with respect to your Processing of Fan Personal Data

(including our Processing of Fan Personal Data on your behalf). To the extent the

GDPR applies to this Processing, your obligations may include (but will not be

limited to) ensuring you have identified appropriate legal bases and additional

conditions (such as consent where necessary) for the processing activities you

intend to undertake.

4. CONTROLLER AND PROCESSOR OBLIGATIONS

4.1 To the extent you use any of the Komi Services, as indicated by your selections

via your Komi account, you hereby instruct us to Process Fan Personal Data in

order to deliver such Komi Services to you.

4.2 We shall, in relation to any Fan Personal Data Processed in connection with the

performance by us of the Komi Services:

4.3.1 only Process such Fan Personal Data on your documented instructions,

unless other Processing is required by applicable laws;

4.3.2 take reasonable steps to ensure the reliability of our staff who have

access to such Fan Personal Data, ensuring that all such individuals are

subject to appropriate confidentiality undertakings;

4.3.3 taking into account the nature of the Processing, implement appropriate

technical and organizational measures to ensure a level of security

appropriate to the risk posed to Fan Personal Data;

4.3.4 taking into account the nature of the Processing, we shall assist you by

implementing appropriate technical and organizational measures, as far

as this is possible, for the fulfilment of your obligations to respond to

requests to exercise Data Subject rights under applicable Data Protection

Laws;

4.3.5 at your written direction, delete or return Fan Personal Data to you on

termination of the Creator Terms, unless we are required by law to retain

it;

4.3.6 notify you as soon as practicable on becoming aware of a Personal Data

Breach relating to Fan Personal Data; and

4.3.8 allow for and contribute to reasonable audits (at your sole cost), of our

Processing of Fan Personal Data, by providing you with our latest security

documentation and reports, and answering reasonable requests for

information from you in order to demonstrate our compliance with the

obligations laid down in this DPS.

5. INTERNATIONAL DATA TRANSFERS

To the extent:

5.1 we transfer Fan Personal Data to you; and

5.2 you will receive such Fan Personal Data in a territory outside of the EEA or the UK

for which there is no official finding by the European Commission or UK

authorities as applicable that the recipient or recipient country ensures an

adequate level of protection of the rights and freedoms of Data Subjects in

relation to the Processing of Fan Personal Data,

then the Parties hereby enter into the Personal Data Transfer Mechanism, as further set out in

Appendices 2 and 3.

6. SUBPROCESSING

6.1 You hereby grant a general authorization to us to engage Sub-processors for the

Processing of Fan Personal Data. We shall inform you of any intended changes

concerning the addition or replacement of Sub-processors. If you object on

reasonable grounds to any Sub-processor’s appointment, then you must notify us

in writing thereof within 10 working days of being informed. We will then seek to

agree a reasonable resolution to such objection, or in default thereof allow you to

terminate your Komi account.

6.2 With respect to each Sub-processor, we shall ensure that the arrangement

between us and the Sub-processor is governed by a written contract including

terms which:

6.2.1 offer at least the same level of protection for Fan Personal Data as those

set out in this DPS; and

6.2.2 meet the requirements of applicable Data Processing Laws.

7. CALIFORNIA PERSONAL INFORMATION

To the extent Fan Personal Data Processed by us on your behalf is California Personal

Information, then in relation to such California Personal Information:

7.1 you are a business, and we are a service provider;

7.2 We will not:

(A) sell or share such California Personal Information; or

(B) retain, use, or disclose such California Personal Information for any purpose

(including a commercial purpose) other than for the specific business purposes of

performing for you the Komi Services specified in the Creator Terms; or

direct business relationship between you and us; or

(D) combine such California Personal Information with personal information that

we receive from, or on behalf of, another person or persons, or collect from our

own interaction with Fans (save to the extent specified by applicable Data

Protection Laws);

7.3 you may monitor our compliance with this DPS, as set out in Clause 4.3.8 of this

DPS, and as otherwise agreed in writing; and

7.4 if we engage any other person to assist us in processing California Personal

Information on your behalf, such engagement shall be pursuant to a written

contract binding such other person to observe all the requirements of this DPS,

and we shall notify you of that engagement in accordance with the provisions of

Clause 6 of this DPS.

(Appendix 1 follows)

APPENDIX 1: DESCRIPTION OF PROCESSING

Categories of

data subjects

whose personal

data is

processed:

Fans.

Categories of

personal data

processed:

Name, email address, telephone number, gender, country, billing

and payment information, interests and preferences information

(such as types of content preferred), a Fan’s historical purchases

and actions on / in relation to your Profile, newsletter preferences,

analytics (how often the Fan uses/visits your Profile, which of your

Creator Services they use and/or favour, IP address and other

device identifiers, device and browser operating system.

Sensitive data

transferred (if

applicable) and

applied restrictions

or safeguards:

None.

The frequency of

the transfer to

you:

Continuous.

Nature of the

processing:

To enable us to provide the Komi Services, i.e.: collection and

storage; transfer to you; analytics; enablement and tracking of

sales, subscriptions, and downloads; management of

communications with Fans.

Purpose(s) of the

processing:

To enable us to provide the Komi Services, and to respond to

specific requests and instructions from you in relation to the Fan

Personal Data.

The period for

which the personal

data will be

retained, or, if that

is not possible, the

criteria used to

determine that

period:

During your use of the Komi Services.

APPENDIX 2: EU SCCS

1. Where we transfer Fan Personal Data to you outside of the EEA or the UK, pursuant to

Clause 4.4 of the DPS, the Parties hereby agree to the terms in the EU SCCs where we are the

data exporter and you are the data importer.

2. The details of the data transfer set out below and in Appendix 1 shall be deemed

incorporated as Annex 1 of the EU SCCs.

3. All capitalized terms below shall have the meaning given to them in the Creator Terms

or the DPS, where the context permits. In the event of any conflict or contradiction this

Appendix 2 and the Creator Terms, the terms of this Appendix 2 shall prevail.

A. General

Clause 7 (Docking

Clause)

This optional clause shall be included in the EU SCCs.

Clause 11 (Dispute

Resolution)

The optional wording shall NOT be included in the EU SCCs.

Clause 17

(Governing law)

These Clauses shall be governed by the law of the location of the

data exporter which, if required to be an EU Member State shall be

deemed to be Ireland, or otherwise the Parties agree that this shall

be the law of England.

Clause 18 (Choice

of forum and

jurisdiction)

Any dispute arising from these Clauses shall be resolved by the

courts of the location of the data exporter which, if required to be

an EU Member State shall be deemed to be Ireland, or otherwise

the Parties agree that these shall be the courts of England.

B. List of Parties

Data exporter

Name and Address:

Komi App Limited a company registered in England, with company

number 12268875 and registered address: 35 Ballards Lane, London

N3 1XW, United Kingdom.

Contact person’s

name, position and

contact details:

Bruno Haag, VP Product, bruno@Komi.io

Activities relevant

to the data

transferred under

the EU SCCs:

The Komi Services provided by us to you pursuant to the Creator

Terms.

Role:

Processor

Data importer

Name and Address:

As set out in your Creator Account.

Contact person’s

name, position and

contact details:

As set out in your Creator Account.

Activities relevant

to the data

transferred under

the EU SCCs:

The Komi Services provided by us to you pursuant to the Creator

Terms.

Role:

Controller

C. Description of Transfer

As set out in Appendix 1

APPENDIX 3: UK ADDENDUM

UK INTERNATIONAL DATA TRANSFER ADDENDUM TO THE EU COMMISSION

STANDARD CONTRACTUAL CLAUSES

VERSION B1.0, in force 21 March 2022

Part 1: Tables

Table 1: Parties:

Start Date

As set out in the Order Form

The Parties

As set out in the Order Form

Table 2: Selected SCCs, Modules and Selected Clauses

Addendum EU

SCCs

The Approved EU SCCs, including the Appendix Information and

with only the following modules, clauses or optional provisions

of the Approved EU SCCs brought into effect for the purposes of

this Addendum:

Module

Module in

operation

Clause 7

(Docking

Clause)

Clause 11

(Option)

Clause 9a

(Prior

Authorization

or General

Authorization)

Clause 9a

(Time

period)

Is personal data

received from the

Importer combined

with personal data

collected by the

Exporter?

YES

N/A

Table 3: Appendix Information

“Appendix Information” means the information which must be provided for the selected

modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and

which for this Addendum is set out in:

Annex I Part A: List of Parties: Appendix 2

Annex I Part B: Description of Transfer: Appendix 1

Table 4: Ending this Addendum when the Approved Addendum Changes

Ending this

Addendum when

the Approved

Addendum changes

Which Parties may end this Addendum as set out in Section

19:

- Exporter

Part 2: Mandatory Clauses

Mandatory Clauses

Mandatory Clauses of the Approved Addendum, being the

template Addendum B.1.0 issued by the ICO and laid before

Parliament in accordance with s119A of the Data Protection

Act 2018 on 2 February 2022

(https://ico.org.uk/media/for-organisations/documents/40195

39/international-data-transfer-addendum.pdf), as it is revised

under Section 18 of those Mandatory Clauses.