Welcome to byob, brought to you by Creator Economy Ventures, Inc.

These Terms of Service govern your access to, and use of, our Site, and our provision of a variety of services.

The byob website ("Site") is comprised of various web pages operated by Creator Economy Ventures Inc. ("byob"). byob is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of byob constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference. byob is a cloud-based Enterprise Resource Planning (ERP) software, catered towards; 

• Enhancing collaboration communications with key stakeholders.

• Brand partnership sourcing, execution, and tracking.

• Optimize partner management.

• Financial accounting.

These Terms include this Introduction section, plus (1) certain definitions, (2) general terms and conditions applicable to both our Site and to the use of our Services (including becoming a User, (3) additional terms and conditions specifically related to the use of our Site, (4) additional terms and conditions specifically related to the use of our Services (including becoming a User), (5), certain additional important terms, conditions, disclaimers, indemnities, and limitations of liability.

1. Certain Definitions

“Creators / Influencers”, means an individual(s) who engage in the creation and distribution of digital content, primarily through social media platforms. These users are characterized by their ability to generate content that attracts a significant audience, with whom they interact and engage. Creators / Influencers monetize their online presence and content through various channels, including, but not limited to, direct brand sponsorships, affiliate marketing, selling personalized merchandise or services, and participating in content monetization programs offered by social media platforms. Their activities are driven by the dual goals of audience engagement and revenue generation.

“Talent Managers / Agents”, means individuals or entities that specialize in representing Creators / Influencers, focusing on the business and promotional aspects of their online presence. Talent Managers / Agents can be instrumental in navigating the complex landscape of social media monetization, securing lucrative deals, and managing partnerships. They act as intermediaries between Creators / Influencers and third parties, facilitating collaboration opportunities, negotiating contracts, and guiding their clients towards successful monetization strategies. Their expertise lies in optimizing the income-generating potential of the social media presence of Creators / Influencers they represent.

“Brands / Marketing Agencies”, means corporations or agencies engaged in the promotion of products, services, or events through collaborative efforts with Creators / Influencers and, in some instances, Talent Managers / Agents. These entities leverage the reach and influence of social media personalities to target specific audiences, enhance brand visibility, and drive consumer engagement. Collaborations may take various forms, including sponsored content, product placements, brand ambassadorships, and event promotions. The primary aim of Brands / Marketing Agencies is to capitalize on the authentic connections Creators / Influencers have with their followers, thereby achieving marketing objectives through strategic partnerships.

“Applicable Privacy Laws”, means the all applicable laws relating to the protection of identifiable individuals, but in particular (where applicable) the California Consumer Privacy Act, the Gramm-Leach-Bliley Act found at 15 U.S.C. Subchapter 1, §6809(4), the Health Information Portability and Accountability Act of 1996 and the rules promulgated thereunder (“HIPAA”), and the GDPR (more formally known as EU Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC).

“Content” means any photos, videos, audio (including music and other sounds), livestream material, data, text (including comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, and other material.

“User” means You, to the extent that You license any Services, including by joining byob as a creator and/or applying to be a paid partner. “byob” “we” or “us” or “our” refers to Creator Economy Ventures, Inc., doing business as "byob" (hereinafter referred to as "byob").

“Services” means all the services we provide, individually and collectively, and including our Product.

“Site” means our website, https://byob.ai.

“Terms” means these Terms of Service.

“You” or “Your” means you, the person or entity agreeing to these Terms.

“Your Information” means any non-public information or data You provide to us in connection with your access or use of the Site.

2. General Terms to our Site and our Services

1. Agreement to Terms

By accessing or using the Site, and/or using a Service, (i) you agree to these Terms and (ii) you represent that you are at least 18 years old. These Terms are in addition to any other agreement which may be entered into between You and Us.

2. Changes to Terms or Services

We may modify these Terms at any time. If we do so, we’ll let you know either by posting the modified Terms on the Site, or through other communications. If you continue to use the Site and the Services after we’ve let you know that the Terms have been modified, you are indicating to us that you agree to be bound by the modified Terms, and to license our Services as further detailed below

3. byob’s (and its licensors’) Ownership of Intellectual Property

The content, organization, graphics, design, compilation, know-how, concepts, methodologies, procedures, magnetic translation, digital conversion and other matters related to the Site and Services are protected under applicable copyrights, trademarks and other proprietary rights. Some of the content on the Site may be the copyrighted work of third parties. byob, the byob logo, and other byob trademarks, service marks, graphics, and logos used in connection with the Site and the Services are trademarks or registered trademarks of byob. Other trademarks, service marks, graphics, and logos used in connection with the Site and the Services may be the trademarks of their respective owners. In addition, the Site and the Services contain proprietary and confidential information of byob and its licensors. Byob and its licensors exclusively own all rights, title and interest in and to any software programs, tools, utilities, processes, inventions, devices, methodologies, specifications, techniques and materials of any kind used or developed by byob or its personnel in connection with the Site and the Services (collectively “byob Materials”), including all worldwide patent rights, copyright rights, trade secret rights, know-how and any other intellectual property rights (“Intellectual Property Rights”) therein. You will have no rights in any trademarks, the byob Materials or the Site or the Services except as expressly set forth in these Terms.

4. Your ownership of Intellectual Property

You own all rights, title and interest in and to Your Information.

5. Privacy; Data Security; Disclaimer

1. Your Privacy is Important to byob. Protecting your privacy is really important to us. With this in mind, we will protect your personal information in accordance with our Privacy Policy. 

2. Your Security Responsibilities. You agree to: (i) keep your password and online ID secure and strictly confidential; (ii) instruct each person to whom you give your online ID and password that he or she is not to disclose it to any unauthorized person; (iii) notify us immediately and select a new online ID and password if you believe your password may have become known to an unauthorized person; and (iv) notify us immediately if you are contacted by anyone requesting your online ID and password. When you give someone your online ID and online password, you are authorizing that person to access and use your account, and you are responsible for any and all transactions that person performs while using your account, even those transactions that are fraudulent or that you did not intend or want performed. You agree to indemnify and hold harmless byob from and against any and all liability arising in any way from the access to the Site or the Services by persons to whom you have provided your online ID and/or online password. In addition, you are responsible for your information technology infrastructure, including computers, servers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by you or through the use of third-party services.

6. Your License Grants to Us

You hereby grant to us a non-exclusive, transferable and sublicensable (solely as set forth herein), worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display and perform Your Information as reasonably required to operate and provide the Site and the Services. In addition, and despite anything to the contrary in these Terms, we shall have the right to collect and analyze Your Information and other information relating to the provision, use and performance of various aspects of the Site and the Services and related systems and technologies (including, without limitation, information concerning your use of the Services and data derived therefrom), and we will be free (during and after the term hereof) to (i) use such information and data for the purpose of analytics and to improve and enhance the Site or the Services and for other development, diagnostic and corrective purposes in connection with the and other byob offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with our business. You represent and warrant that you own all Your Information or you have all rights that are necessary to grant us the licensed rights in Your Information under these Terms.

7. Some Third Parties May have Incidental Access to Your Information

byob works with other companies to provide information technology services to users of the Site. These companies may have access to byob’s databases, but only for the purposes of providing services to byob. For example, a third party (such as MongoDB) may obtain access to Your Information in an effort to update database software. These companies will operate under consumer confidentiality agreements with byob.

8. The Internet is Not Guaranteed to be Safe

Please be aware that no method of transmitting information over the Internet or storing information is completely secure. Accordingly, we cannot guarantee the absolute security of any information. Please see Section V.C. for additional important disclaimers.

9. Feedback

We welcome feedback, comments and suggestions for improvements to the Site and the Services (“Feedback”). You can submit Feedback by emailing us at support@byob.ai or through the functionality available on the Site. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license, with the right to grant sublicenses, under any and all intellectual property rights that you own or control to copy, modify, create derivative works based upon and otherwise use the Feedback for any purpose.

10. Term and Termination

    1. Term. These Terms commence on the date on which you accept them.

    2. Termination. Byob is eager to have a long-term relationship with you. Byob may, however, may cancel your account, and/or terminate your rights to any or all of the Site or Services (i) for any reason by giving You at least 30 days’ prior notice by email or electronic message to Your byob account, or (ii) immediately if You provide false, inaccurate or incomplete information to Us, if You are in breach of any of Your obligations under these Terms, or if Your account is associated with a competitor of byob. You may cancel Your account at any time by sending an email to us at support@byob.ai. 

    3. Effect of Termination. Upon termination of these Terms (i) Your right to access and use the Site and Services will immediately terminate; and (ii) all fees You may owe will become immediately due and payable.

    4. Survival. Article II Sections C, D, E2, F-I, J3 and J4, and Article III Sections A2 and B, and Article IV Sections C, D, G and H, all of Article V, and all related definitions and all accrued rights to payment (if any) will survive any termination or expiration of these Terms.

3. Additional Terms Governing Your Use of our Site

1. Your Right to Use the Site; Your Restrictions

   1. Things You Can Do. Subject to your compliance with these Terms, byob grants you a personal, limited, non-exclusive, non-transferable, non-sublicenseable, worldwide license to electronically access and use the Site solely as provided for in these Terms. 

   2. Things You Can't Do. You will not (and you will not allow any other person to) do any of the following:

      1. circumvent or manipulate the byob fee structure, billing process, or other fees owed to byob (if any); 

      2. except as allowed with respect to backups of Your Information, copy, reproduce, republish, upload, post, transmit, resell or distribute in any way any material from the Site; 

      3. work around any technical limitations in the Site, use any tool to enable features or functionalities that are otherwise disabled in the Site, or decompile, disassemble, or otherwise reverse engineer the Site except as otherwise permitted by applicable law;

      4. perform or attempt to perform any actions that would interfere with the proper working of the Site, prevent access to or the use of the Site by byob’s other licensees or customers, or impose an unreasonable or disproportionately large load on byob’s infrastructure;

      5. frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of byob or the Site or use any byob trademark or service marks, unless authorized to do so in writing byob;

      6. attempt to access or search the Site or download content from the Site through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by byob or other generally available third-party web browsers;

      7. impersonate or misrepresent your affiliation with any person or entity;

      8. access the Site for or upload to the Site anything unlawful, misleading, malicious or discriminatory;

      9. access or use the Site in order to build a competitive product or service;

      10. otherwise use the Site except as expressly allowed under the Terms

2. Links to & services provided by Third Party Websites or Resources

The Site may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. The site may use third-party services like the Nylas API, and Google Email API (with your consent) to let you share available data / analytics, for example, but this information is not collected from your device. By using the site, you are agreeing to abide by Google’s Terms of Service. 

Please see Google’s Privacy Policy (https://policies.google.com/privacy) for more information about their services. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources. You may revoke access at any time by visiting the Google Security Settings (https://myaccount.google.com/permissions). byob’s use and transfer of information received from Google APIs to any other app will adhere to Google API Services User Data Policy (https://developers.google.com/terms/api-servicesuser-data-policy).

4. Additional Terms Governing Your Use of our Services; Joining as a User on byob

In this section, we outline specific terms and conditions that apply to our three user categories: Creators / Influencers, Talent Managers / Agents, and Brands / Marketing Agencies. Each category has tailored services and functionalities designed to maximize the value and efficiency of their interactions within the byob ecosystem.

Creators / Influencers

1. Services: byob is committed to developing an innovative Enterprise Resource Planning (ERP) software, uniquely designed for Creators and Influencers. This ongoing development aims to continuously enhance the value we provide to our users. As part of our initial offerings:

   1. No Upfront Cost: Joining and using byob is currently free of upfront charges as we focus on testing and refining our product.

   2. Product Launch - Threefold:

      1. Organizing Inbound Deal Flow: Assisting Creators in managing their existing brand deals more efficiently.

      2. Access to New Brand Deals: Through deal sharing, byob provides access to new brand deal opportunities.

      3. Commission for Shared Deals: Creators will earn a commission for deals shared within the byob network, fostering a collaborative environment. When a creator shares a deal, they are referred to as an “Opportunity Provider”.

   3. Deal Sharing: This key feature underpins our ability to offer the service without upfront costs. Creators agree to share access to their email inbound, focusing on brand deal requests, to facilitate relevant opportunities within the byob network.

   4. Management by a Third-Party Agency:

      1. You may choose to have an agent, agency, management company or other third party (Your “Agent”) assist you with the operation of your Creator / Influencer account (or operate Your account on Your behalf). You may grant this permission explicitly, or implicitly (including by applying to be a User via a link provided by, or associated with, Your Talent Manager / Agent, or by choosing to join an agency via byob.

      2. By agreeing to these Terms, You agree that Your Talent Manager / Agent can assist with the operation of Your account, or operate Your account on Your behalf (including but not limited to interacting with end users and sponsored brands).

      3. Whether or not You use a Talent Manager / Agent, our legal relationship is with You, and You are bound personally by these Terms and retain personal responsibility.

2. Commission Structure:

   1. For New Brand Deals: A commission of 20% is payable to byob.ai for deals facilitated through our platform that the Creator did not originally have in their inbox.

   2. Original Opportunity Provider: Receives a 5% commission on new deals facilitated.

   3. Deals Sourced From the Creator's Inbox: The sharing Creator earns a 5% commission from earnings of participating Creators in shared deals.

3. Email Information Sharing: Creators consent to byob accessing their email information to identify potential brand deal opportunities. This access is limited to emails relevant to partnerships, ensuring personal matters remain private. Information such as sender, subject line, and email body may be accessed. Information collected may also be used to enhance our services, for example training an AI model.

Talent Managers / Agents

We are in the early development stages for software solutions tailored to Talent Managers and Agents. The services and functionalities will draw inspiration from the offerings to Creators / Influencers, with specific adaptations to meet the unique needs of Talent Managers / Agents. Detailed terms and functionalities will be provided as the software matures, subject to the general terms of this agreement.

Brands / Marketing Agencies

Similar to Talent Managers / Agents, we are developing bespoke software solutions for Brands and Marketing Agencies. This early-stage development aims to create tools and services that facilitate efficient and effective collaborations with Creators / Influencers. Further specifics will be outlined as our product offerings evolve, aligned with the overarching terms of this agreement.

General Considerations (Applicable to All)

1. Confidentiality: All parties commit to maintaining the confidentiality of contract terms and any proprietary information exchanged during the course of their engagement with byob.ai.

2. Legal Compliance: Users agree to adhere to all relevant laws and regulations in fulfilling their obligations under this agreement.

3. Dispute Resolution – Arbitration:

   1. Agreement to resolve any disputes through binding arbitration.

   2. Selection of arbitration procedures to be determined upon dispute, with Creator Economy Ventures, Inc. proposing initial procedures for mutual agreement.

   3. Parties commit to a [30]-day negotiation period before arbitration, with an option for mediation.

   4. Arbitration decisions are final and may be entered as judgment in competent courts.

5. Certain Additional Important Terms, Conditions, Disclaimers, Indemnities, and Limitations of Liability

1. Applicability. The terms and conditions in this Article V apply to all of our Site and Services.

2. Disclaimer of Warranties. Except as may be otherwise expressly provided for in these Terms, the Site and the Service are provided “as-is”, with no warranty or indemnity of any kind.
   BYOB MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY PRODUCTS, SERVICES, DOCUMENTATION OR OTHER TANGIBLE OR INTANGIBLE MATERIALS PROVIDED UNDER THESE TERMS, AND HEREBY DISCLAIMS ANY OTHER EXPRESS AND ANY IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BYOB DOES NOT WARRANT THAT THE SITE OR THE SERVICES PROVIDED UNDER THIS AGREEMENT WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT SUCH SERVICE WILL SUCCEED IN RESOLVING ANY PROBLEM. 

3. Certain Additional Disclaimers. 

   1. YOU ACKNOWLEDGE THAT THE NATURE OF INTERNET-BASED SERVICE DELIVERY IS SUCH THAT CONFIDENTIALITY AND PERFORMANCE CANNOT BE COMPLETELY ASSURED. WE SHALL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED ACCESS, USE, CORRUPTION OR LOSS OF ANY OF YOUR INFORMATION, EXCEPT TO THE EXTENT THAT SUCH UNAUTHORIZED ACCESS, USE, CORRUPTION, OR LOSS IS DUE SOLELY TO OUR GROSS NEGLIGENCE OR MISCONDUCT. Despite any other provision of the Agreement, in the case of loss or PHI or other personally identifiable information due to our actions or inactions, your sole remedy shall be for is to restore such PHI and /or other personally identifiable information from the latest available backup.

   2. byob is not responsible or liable for any user content hosted on the Site or in connection with the Service. We do not control and are not responsible for what you or other users of the Site host, transmit or share on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable Site content.

   3. The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. byob assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, data loss, theft or destruction or unauthorized access to, or alteration of, any communications. byob is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to your or any other person’s computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Site or the Service. 

4. Indemnification. In addition to any other indemnities provided for in these Terms, You will defend and indemnify Us from and against any third party claims of losses, liabilities, damages, demands, suits, causes of action, judgments, costs or expenses (including court costs and reasonable attorneys’ fees) arising out of or relating to (1) a breach of these Terms by you; (2) the intellectual property rights in any of Your Information; (3) any loss, misuse, or disclosure of Your Information not the result of our misconduct or gross negligence; and (4) any other claim relating to any classified or personal or personally identifiable information within Your Information (as any of such terms are defined under any applicable law protecting an individual’s right of privacy).

5. Limitation of Liability. byob shall have no liability for any loss, damage, or injury resulting from your or any third parties’ negligence, lack of training, use or misuse, or misapplication of the Site or the Service. You agree to indemnify, defend, and hold harmless byob and its employees from any claims, damages and actions of any kind or nature arising from or caused by the use or misuse of the Site or any Service.
   EXCEPT WHERE NOT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL BYOB BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR COSTS OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, THE SITE, OR ANY WORK PERFORMED USING ANY SERVICES LICENSED THROUGH THE SITE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF BYOB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WHERE NOT ALLOWED BY APPLICABLE LAW, BYOB’S TOTAL LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO BYOB BY YOU UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING ANY CLAIM MADE UNDER THESE TERMS.

6. GENERAL

   1. The Site and the Services are subject to U.S. export controls, specifically the Export Administration Regulations. Both You and we shall comply with all relevant import and export regulations, including those adopted by the Bureau of Industry and Security of the U.S. Department of Commerce.

   2. These Terms constitute the entire and exclusive understanding and agreement between byob and You regarding the Services, and supersede and replace any and all prior oral or written understandings or agreements between byob and you regarding the Site and the Services. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

   3. You may not assign or transfer these Terms, by operation of law or otherwise, without byob’s prior written consent. Any attempt by You to assign or transfer these Terms, without such consent, will be null and of no effect. byob may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

   4. All notices must be in writing and in the English language and will be deemed given only when sent by mail (return receipt requested), hand-delivered, sent by documented overnight delivery service to the party to whom the notice is directed, at its address indicated in the signature box to these Terms (or such other address as to which the other party has been notified), or sent by email if receipt is electronically confirmed. Despite any of the foregoing, notices of updates to license terms, terms of use, privacy terms or other terms related to our Site and any product or service accessed via our Site may be delivered by us by posting such updates on the Site. 

   5. byob’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of byob. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. 

   6. Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond the reasonable control of such party, which may include without limitation denial-of service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, epidemic or pandemic, war, terrorism, governmental action, labor conditions, earthquakes and material shortages.

   7. If you access and use this Site or the Services outside the United States, you are responsible for complying with your local laws and regulations.

   8. These Terms and all matters arising out of, or relating to, these Terms will be governed by the laws of the State of Delaware, without regard to its conflict of laws provisions.

   9. If you have any questions about these Terms or the Services please contact byob at support@byob.ai