TERMS OF SERVICE AGREEMENT

**Last Updated: [2/25/2025]**

WELCOME TO FLOODIFY INC. (“COMPANY,” “SERVICE PROVIDER,” “WE,” “US,” OR “OUR”) AND OUR PROPRIETARY PLATFORM (THE “PLATFORM”). THE TERMS OF SERVICE (“TERMS”) IN THIS AGREEMENT (THE “AGREEMENT”) GOVERN THE USER’S (“USER,” “YOU,” OR “YOUR”) ACCESS TO AND USE OF OUR PLATFORM, INCLUDING ANY RELATED SERVICES, FEATURES, AND CONTENT (COLLECTIVELY, THE “SERVICE” OR “SERVICES”). BY CREATING AN ACCOUNT, USING OUR SERVICE, OR OTHERWISE ACCESSING OR USING OUR SERVICE, USER ACKNOWLEDGES THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, AS WELL AS OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.  

IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL PROVISIONS OF THESE TERMS, DO NOT USE OUR SERVICE.

ONLY INDIVIDUALS AND ENTITIES ENROLLED AS PAYING USERS OF SERVICE PROVIDER’S PLATFORM MAY HAVE ACCESS TO OUR SERVICES. ANY ONE OR MORE SUCH PAYING USERS MAY COLLABORATE WITH OTHER PAYING USERS OF OUR PLATFORM. ANY THIRD PARTY THAT IS NOT A PAYING USER OF OUR PLATFORM IS STRICTLY FORBIDDEN FROM USING OUR PLATFORM, OR COLLABORATING ON OUR PLATFORM WITH A PAYING USER. 

IF AND WHERE APPLICABLE, THE “USER’S OBLIGATIONS AND RESPONSIBILITIES” SET FORTH BELOW IN SECTION (A), and “PROHIBITED ACTIONS AND PRACTICES" IN SECTION (B) SHALL APPLY TO ANY AND ALL PAYING USERS OF SERVICE PROVIDER’S PLATFORM.USER SHALL BE INDEPENDENTLY, AND, IF COLLABORATING WITH ANOTHER PAID USER OF OUR PLATFORM, JOINTLY BE LIABLE WITH COLLABORATING JOINT PAYING USER, FOR ANY AND ALL DAMAGES INCURRED BY SERVICE PROVIDER, FINANCIAL OR OTHERWISE, INCLUDING SUSPENSION OR BANS OF SERVICE PROVIDER’S ACCOUNT FROM SOCIAL MEDIA PLATFORMS, AND FINES AND PENALTIES, TAKEDOWNS, STRIKES, OR CHANNEL TERMINATION AS A RESULT OF USER’S ACTIONS. SERVICE PROVIDER RESERVES THE RIGHT TO TAKE AND ENFORCE DIRECT ACTIONS AGAINST ANY USER WHO VIOLATES OUR POLICIES. 

AS USED IN THIS AGREEMENT, “USER” SHALL BE INTERPRETED TO APPLY TO ANY SINGLE PAYING USER, AS WELL AS TO “USERS” IN THE CASE OF A PAYING USER COLLABORATING WITH ANY OTHER PAYING USER OF OUR PLATFORM.

THESE TERMS OF SERVICE MAY BE MODIFIED FROM TIME TO TIME, AT OUR DISCRETION, AT WHICH TIME USERS WILL BE NOTIFIED OF ANY CHANGES.

1. User’s Obligations and Responsibilities

1. User shall at all times be fully and solely responsible for, and abide by the rules and regulations of posting content set by all social media platforms on which User posts content while using Service Provider’s Platform, including, but not limited to YouTube, Instagram, TikTok, and any other platforms on which User currently or in the future may post content.

   
   

2. User shall be fully and solely responsible for endorsing, verifying and/or authenticating its content for accuracy, legality of use, including ensuring that any content that is not User’s content derived from a third-party, (whether they be a paying User or not) has modifications that are significant enough, as determined by Service Provider at our sole discretion, to ensure that that no copyright or trademark laws or regulations are violated.

   
   

3. User shall be fully and solely, and/or jointly responsible for any content that User uploads onto any social media platform, and shall hold harmless and indemnify in full, Service Provider for the uploading or dissemination of any and all copyrighted material that User posts without permission from the rightful owners of such content, 

   
   

4. User agrees to abide by the “Fair Use Policy” of each and every social media platform on which User posts content. (See for example the following: YouTube’s “Fair use policy”;  Instagram’s “Terms of Use”; TikTok’s “Account and User Safety”.  

   
   

5. By using our Platform, User agrees to the terms of our usage of data we collect from User, as described more fully in our Privacy Policy. In summary, User explicitly gives us permission to collect, store, and use the data from your account to improve our services, ensure security, and personalize your experiences. Please refer to our full Privacy Policy here: https://www.floodify.io/privacy-policy

2. Prohibited Actions and Practices

1. User agrees that the following types of content are expressly forbidden, and agrees not to use Service Provider’s Platform for posting such content:

1. Copyrighted or trademarked material used without permission

2. Hate speech, violence, or illegal activity

3. Libelous or defamatory content

4. Misinformation, scams, or other fraudulent activity

5. Misrepresentative descriptions of User’s account(s) 

6. Misleading advertising 

7. Political manipulation or astro-turfing

8. Fake engagement or “botting” (e.g., artificial likes, comments, views) that violate the policies of social media platforms on which User’s content will be posted using Service Provider’s Platform, including YouTube, Instagram, TikTok, and any other social media platform. 

9. Unauthorized financial promotions or practices (e.g., crypto pump-and-dump schemes, Ponzi schemes, unauthorized financial advice, phishing, financial extortion schemes)

10. Abusive content or language, as determined at Service Provider’s sole discretion as not conforming with accepted industry standards or practices

11. Any and all content that violates local, state, federal laws or regulations of the United States, or the laws of any other jurisdiction outside of the United States.

12. Nudity

2. User shall not inappropriately or illegally exploit Service Provider’s API (“Application Programming Interface”) in ways that violate social media platforms’ policies, including by “hijacking” (using Service Provider’s API keys without Service Provider’s explicit consent), “scraping” (using Service Provider’s API keys top gain information of any kind not explicitly provided to User by Service Provider), and any and all other similar acts.
   
   

   
   

3. Users shall not, nor shall it attempt to, extract data from Service Provider’s platform beyond permitted API usage. Please see Section D “Pricing” below. 

3. Our Remedies in Case of Infractions by User

1. User’s failure to abide by Section A (“User’s Obligations and Responsibilities”) and Section B (“Prohibited Actions and Practices”), shall result in an immediate suspension of User from our Platform, and User shall not be entitled to any refund for payments that have been paid to Service Provider. 

2. In the event that Service Provider is banned, fined, penalized, taken down, struck or terminated or otherwise sanctioned in any manner whatsoever by social media platforms on which Service Provider assists User in posting content, as a result of User’s failure to abide by “User’s Obligations and Responsibilities” set forth in Section A, or User’s violations of any of the “Prohibited Actions and Practices” set forth in Section B, User shall hold Service Provider harmless, and indemnify and compensate us in full for any and all monetary and other damages suffered by us. 

4. Pricing

1. The terms of our pricing shall be limited to include a set number of posts per day for each account owned/operated by User, unless User has requested, and Service Provider has granted in writing, at additional cost to User, permission to post an agreed upon number of additional posts for each account owned/operated by User. 

2. Service Provider reserves the right to adjust pricing, API limits, or service terms at its sole discretion from time to time as Service Provider deems necessary.

5. Our Obligations

Generally, our obligations as a Service Provider include the following: 

1. Store Users’ content

2. Edit videos on behalf of User

3. Fulfill posts that are scheduled by User

4. Provide User with available relevant statistics regarding Users’ posts generated by our proprietary Platform

From time to time, at our discretion, we may amend the list of our Obligations. 

6. Use of User’s Content

Please refer to our Privacy Policy.

7. No Guarantees or Warranties of Performance

1. Service Provider makes no warranties or guarantees regarding financial returns or Key Performance Indicators (“KPI”) to Users as a result of using our Platform. 

2. While Service Provider shall make every reasonable effort to protect and preserve User’s proprietary data, Service Provider cannot warranty or guarantee against, and shall not be liable for, any inadvertent leak of User’s proprietary data through our Platform in the case of an illegal or malicious security breach of our Platform by any third party, or as a result of unintended technical errors on our Platform.

3. User shall hold Service Provider harmless for any account suspensions, strikes, penalties, or fines imposed directly by social media platforms on User using Service Provider’s Platform to post content.

8. Refund and Charge-Back Policy

No Refunds of cash, charge-backs, or credits purchased by User from Service Provider to be applied towards paying for our Services shall be issued in the event of the following circumstances: 

1. If User fails to uphold User’s "Obligations and Responsibilities” set forth in Section A above or violates of any of the “Prohibited Actions and Practices” set forth in Section B above, including violations of the rules and regulations of posting content set by all social media platforms on which User posts content.

2. If User’s content has been distributed or published by User’s use of Service Provider’s Platform.

3. If Service Provider’s services were delivered as promised.

4. If Service Provider’s Platforms, or the social media platforms on which Users post content are shut down for any reason whatsoever, through no deliberate action or fault of Service Provider. 

5. In the event that any of YouTube, Instagram, TikTok, or any other social media platform is (are) banned by legislation or other action by a governmental body of the United States or any other country, User shall have no legal claims against, and hold Service Provider harmless from, any and all damages, financial or otherwise, that might be incurred by User as a result of such ban. 

6. Furthermore, so long as Service Provider is providing its Services and enabling User to post content on at least one social media platform, Service Provider shall be considered to have satisfactorily and fully performed our obligations to User.

9. Dispute Resolution, Venue and Arbitration

This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, USA.

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, breach, or termination (each, a “Dispute”), the Parties shall first attempt to resolve the Dispute through good-faith negotiations. If the Dispute is not resolved in a mutually agreeable manner within thirty (30) days from the date one Party provides written notice of the Dispute to the other Party, the Dispute shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The Parties shall request the appointment of a qualified arbitrator in New York City to arbitrate any dispute between the Parties.

The arbitration shall be conducted before a single arbitrator in New York City, New York, and the proceedings shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The arbitrator’s decision shall be final and binding on the Parties, and judgment upon the award rendered may be entered in any court of competent jurisdiction. Each Party shall bear its own costs and expenses associated with the arbitration, except as otherwise provided in the arbitrator’s award.

Notwithstanding the foregoing, nothing in this clause shall prevent either Party from seeking injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm.