TERMS OF SERVICE FOR CREATIVES

Last Updated: July 21, 2023

These Terms of Service (the “Terms of Service”) are a legal agreement between you (“you” or “Creative”) and RockyAds, LLC (“Rocky,” “we,” “us,” or “our”). These Terms of Service the terms under which you may access and use Rocky's crowdsourcing advertising platform (the “Platform”). Creative and Rocky are referred to herein collectively as the “Parties” and each individually, as a “Party.”

By accessing or using our Platform, by clicking “I AGREE,” or otherwise manifesting your assent to these Terms of Service, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service and our Privacy Policy, which is hereby incorporated by reference (collectively, this “Agreement”). If you do not agree to any of these terms, then please do not use the Platform.

THE SECTION BELOW TITLED "CLASS ACTION WAIVER" CONTAINS A CLASS ACTION WAIVER, WHICH AFFECTS YOUR LEGAL RIGHTS. PLEASE READ IT.

If you accept or agree to these Terms of Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity, and any employees, contractors, or agents authorized by you to access and use the Platform pursuant to the terms of these Terms of Service (“Authorized Users”).

1)THE PLATFORM AND ROCKY SERVICES

Our Platform allows you, a content creator, to create and submit promotional, marketing, and/or advertising content (“User Generated Content”) that advertises the goods and services of third-party brands (each, a “Brand”) in accordance with these Terms of Service.

Subject to your compliance with these Terms of Service, Rocky shall provide you with access to the Platform (the “Rocky Services”) to enable you to use the Brand Materials (as defined herein) and create the User Generated Content as set forth herein.

Rocky will determine, it its sole discretion, whether to and how much money to award to Creatives that have submitted Selected Content (as defined below) to the Rocky Platform. In order to be paid by Rocky, Rocky may require you to provide proof (in a form to be determined by Rocky in its sole discretion) of your right to use certain materials, the sufficiency of which Rocky will decide in its sole discretion.

2)INTELLECTUAL PROPERTY

a)Access and Use of Platform. Subject to and conditioned on your compliance with these Terms of Service, Rocky hereby grants you a non-exclusive, non-transferable right to access and use the Platform during the Term solely for your internal use (if an entity) or your personal use (if an individual) in connection with creating a profile, uploading User Generated Content, viewing Brand profiles, and other similar purposes.

b)Brand Materials. Brand and its licensors are, and shall remain, the sole and exclusive owner of all right, title, and interest in and to Brand’s trademarks, logos, brand mantras, artwork, and information and imagery about Brand’s goods and services provided by or on behalf of Brand through the Platform (the “Brand Materials”), including all copyrights, trademarks, service marks, trade dress, trade names, trade secrets, patents, mask works, and other intellectual and industrial property rights (collectively "Intellectual Property Rights") therein. You shall have no right or license to use any Brand Materials other than as expressly provided herein, and all other rights in and to the Brand Materials are expressly reserved by Brand.

c)License to Certain Brand Intellectual Property. Subject to and in accordance with the terms and conditions of these Terms of Service, Rocky grants to you a limited, non-transferable, non-exclusive, royalty-free license to use the Brand Materials, including but not limited to, Brand’s name and logo solely to create and submit (via the Platform) User Generated Content to Rocky and Brand. Rocky grants no other right or license to any Brand Materials by implication, estoppel, or otherwise. Creative acknowledges that Brand owns all right, title, and interest in, to, and under all Intellectual Property Rights in the Brand Materials and that Creative shall not acquire any proprietary rights therein.

d)Selected Content. In the event that a Brand selects User Generated Content submitted by you via the Platform to use in connection with marketing and advertising Brand’s goods and services (the “Selected Content”), you hereby acknowledge and agree that any Selected Content that may qualify as "work made for hire" as defined in the Copyright Act of 1976 (17 U.S.C. § 101) is hereby deemed "work made for hire" for Rocky and all copyrights therein shall automatically and immediately vest in Rocky. To the extent that any Selected Content does not constitute "work made for hire," you hereby irrevocably assign to the Rocky and its successors and assigns, for no additional consideration, your entire right, title, and interest in and to such Selected Content and all Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof. To the extent any copyrights are assigned under this Section, you hereby irrevocably waive in favor of Rocky, to the extent permitted by applicable law, any and all claims you may now or hereafter have in any jurisdiction to all rights of paternity or attribution, integrity, disclosure, and withdrawal and any other rights that may be known as "moral rights" in relation to all Selected Content to which the assigned copyrights apply. You acknowledge and agree that you are prohibited from using User Generated Content or distributing it (other than to Rocky and Brand via the Platform) for any purpose unless explicit consent is granted to you by the Brand or Rocky in writing (including via email).

e)Rocky Material. As between you and Rocky, Rocky owns all right, title, and interest (including all Intellectual Property Rights) in and to the Platform and all material, such as software, text, graphics, images, sound recordings, and other material provided by or on behalf of Rocky or its licensors on the Platform (collectively referred to as the “Rocky Material”). You have no right, license, or authorization with respect to the Platform except as expressly set forth in Section 2(a). Unauthorized use of the Rocky Material may violate copyright, trademark, and other laws. You may view all Rocky Material for your own personal, non-commercial use, and no other use is permitted without the prior written consent of Rocky.

f)Rocky Trademarks and Third-Party Trademarks. The trademarks, service marks, and logos of Rocky (the “Rocky Trademarks”) used and displayed on the Platform are owned by Rocky. Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Rocky Trademarks, the “Trademarks”). Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Rocky Trademarks inures to our benefit.

3)ELIGIBILITY

The Platform is available only to individuals aged 18 years or older. If you are under the age of 18, you may use the Platform only with the consent of your parent or guardian. We reserve the right, in our sole and absolute discretion, to deny you access to the Platform, or any portion of the Platform if you do not meet Rocky’s eligibility requirements.

4)COMMUNITY GUIDELINES

Rocky’s community, like any community, functions best when its users follow a few simple rules. By accessing the Platform, you agree to comply with the following community guidelines (the “Community Guidelines”):

•You will comply with all applicable laws in your use of the Platform, will not use the Platform for any unlawful purpose, and all content submitted by you (including User Generated Content) will comply with applicable laws;

•You will not access or use the Platform to collect any market research for a competing business;

•You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

•You will not interfere with or attempt to interrupt the proper operation of the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Rocky Material (as defined below), data, files, or passwords related to the Platform through hacking, password or data mining, or any other means;

•You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Platform;

•You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Platform;

•You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the Rocky Material protections in the Platform;

•You will not use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express, written permission; provided, however, that we may grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Platform for the sole purpose of, and solely to the extent necessary for, creating publicly-available searchable indices of the materials, but not caches or archives of such materials;

•You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;

•You shall retain all copyright and other proprietary notices contained in the original Rocky Material and Brand Material (including all watermarks on User Generated Content); and

•You shall not sell, transfer, assign, license, sublicense, or modify the Rocky Material or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Rocky Material in any way for any public or commercial purpose.

•Except as expressly permitted herein: (i) you shall not sell, transfer, assign, license, or sublicense the Brand Materials or the User Generated Content or (ii) reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Brand Materials or the User Generated Content in any way for any public or commercial purpose.

•You shall not upload any content to the Platform (including User Generated Content) that:

Contains any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

Promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

Infringes any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

Violates the legal rights (including the rights of publicity and privacy) of others or contains any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service and our Privacy Policy.

Promotes any illegal activity, or advocates, promotes, or assists any unlawful act.

Impersonates any person or misrepresent your identity or affiliation with any person or organization.

Give the impression that such content emanates from or is endorsed by us or any other person or entity, if this is not the case.

If you violate this Section 4 of the Terms of Service, your permission to access the Rocky Material and the Platform shall automatically terminate and you must immediately destroy any copies you have made of the Rocky Material, the Brand Materials, and the User Generated Content.

5)CONFIDENTIALITY.

а)From time to time during the Term, either party (as the "Disclosing Party") may disclose or make available to the other party (as the "Receiving Party") information about its business affairs and services, confidential information, and materials comprising or relating to Intellectual Property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of these Terms of Service, whether orally or in written, electronic or other form or media, and, whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information").

b)Confidential Information does not include information that, at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 5 by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information; or (e) is required to be disclosed pursuant to applicable law.

c)The Receiving Party shall, for two years from the disclosure of such Confidential Information: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms of Service; and (z) not disclose any such Confidential Information to any person, except to the Receiving Party's Representatives who need to know the Confidential Information to assist the Receiving Party or act on its behalf, to exercise its rights or perform its obligations under these Terms of Service. The Receiving Party shall be responsible for any breach of this Section 5 caused by any of its representatives.

6)REPRESENTATIONS AND WARRANTIES.

a)Mutual Representations and Warranties. Each Party represents and warrants to the other Party that:

i)it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization;

ii)it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under these Terms of Service;

iii)these Terms of Service have been accepted by such Party’s representative that has been duly authorized by all necessary corporate or organizational action of such Party; and

iv)when accepted by you, these Terms of Service will constitute the legal, valid, and binding obligation of the Parties, enforceable against the Parties in accordance with its terms.

b)Additional Creative Representations, Warranties, and Covenants. You represent, warrant, and covenant to Rocky that your Intellectual Property Rights and the User Generated Content (except for the Brand Materials incorporated therein) do not infringe or violate and will not infringe or violate the publicity and privacy rights or any other Intellectual Property Rights of any third party.

7)DISCLAIMER

ROCKY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE PLATFORM, ROCKY MATERIALS, ROCKY SERVICES, THE END USERS, THE BRAND MATERIALS OR THE USER GENERATED. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, (A) NEITHER PARTY TO THIS AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY'S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE, AND (B) EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS OF SERVICE.

THE PLATFORM, ROCKY MATERIALS, ROCKY SERVICES, AND BRAND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE PLATFORM, ROCKY MATERIALS OR CONTENT WILL OPERATE ERROR-FREE OR THAT THE PLATFORM, ITS SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. WE MAKE NO GUARANTEE THAT THE CONTENT OR ANY SELECTED CONTENT WILL MEET YOUR REQUIREMENTS.

THE PLATFORM MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL OR TECHNICAL ERRORS LISTED ON THE PLATFORM. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE PLATFORM AND/OR ADD OR REMOVE CONTENT AT ANY TIME WITHOUT NOTICE.

WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT ANY USER GENERATED CONTENT WILL BECOME SELECTED CONTENT OR THAT YOU WILL BE COMPENSATED FOR ANY SELECTED CONTENT.

8)LIMITATION OF LIABILITY

EXCEPT WITH RESPECT TO EACH PARTY’S LIABILITY ARISING FROM EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION, AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT WITH RESPECT TO THE PARTIES' LIABILITY ARISING FROM EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED $500.

9)INDEMNIFICATION.

a)Creative Indemnification Obligations. You shall defend, indemnify, and hold harmless Rocky, and its affiliates and their respective officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "Rocky Indemnified Party"), from and against any and all Losses arising out of or resulting from third-party Claim relating to: (a) gross negligence or willful misconduct of Creative; (b) arising from any content you submit to the Platform, including but not limited to User Generated Content (except to the extent arising from any Brand Materials incorporated therein); and (c) your violation of applicable law.

b)Indemnification Procedures. A party seeking indemnification under this Section 9 (the "Indemnified Party") shall give the party from whom indemnification is sought (the "Indemnifying Party"): (a) prompt notice of the relevant claim; provided, however, that failure to provide such Notice shall not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure; and (b) reasonable cooperation, at the Indemnifying Party's expense, in the defense of such claim. The Indemnifying Party shall have the right to control the defense and settlement of any such claim; provided, however, that the Indemnifying Party shall not, without the prior written approval of the Indemnified Party, settle or dispose of any claims in a manner that affects the Indemnified Party's rights or interest. The Indemnified Party shall have the right to participate in the defense at its own expense.

10)COPYRIGHT INFRINGEMENT

If you believe that any User Generated Content or other content on the Platform violates your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of Rocky to terminate the user accounts of repeat infringers.

11)COMPLIANCE WITH APPLICABLE LAWS

The Platform is based in the United States. We make no claims concerning whether the Platform, Rocky Materials, or Brand Materials may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Platform, the Rocky Material, or the Brand Materials from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

12)COMMUNICATIONS WITH US

Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.

13)EXTERNAL SITES.

The Platform may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all Platforms to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

14)CHANGES TO THE AGREEMENT.

These Terms of Service are effective as of the last updated date stated above. We may change these Terms of Service from time to time with or without notice to you. Any such changes will be posted on the Platform. By accessing the Platform after we make any such changes to these Terms of Service, you are deemed to have accepted such changes. Please refer back to these Terms of Service on a regular basis.

15)TERMINATION OF THE AGREEMENT.

We reserve the right, in our sole discretion, to restrict, suspend, or terminate these Terms of Service and the Platform, and your access to all or any part of the Platform, at any time and for any reason without prior notice or liability. This Section 15, and Sections 4(b), 4(e)-(f), 8-12, 16-22 shall survive the termination of these Terms of Service.

16)GOVERNING LAW; VENUE

This Agreement and any action related thereto will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware in each case, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

17)CLASS ACTION WAIVER

You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

18)EQUITABLE RELIEF

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce these Terms of Service. We may, without waiving any other remedies under these Terms of Service, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. All claims or disputes arising out of or in connection with these Terms of Service shall be heard exclusively by any of the federal or state courts of competent jurisdiction located in the State of Delaware.

19)ASSIGNMENT.

Neither party may assign, transfer, or delegate any or all of its rights or obligations under these Terms of Service, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, that Rocky may assign these Terms of Service to an affiliate, a successor-in-interest by consolidation, merger, or operation of law or to a purchaser of all or substantially all of the party's assets. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

20)FORCE MAJEURE.

No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached these Terms of Service, for any failure or delay in fulfilling or performing any term of these Terms of Service or any SOWs when and to the extent such party's (the "Impacted Party") failure or delay is caused by or results from the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of these Terms of Service; (f) national or regional emergency; (g) telecommunication breakdowns, power outages or shortages, and (h) other similar events beyond the reasonable control of the Impacted Party.

21)MISCELLANEOUS

Nothing in these Terms of Service creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Rocky is an independent contractor pursuant to these Terms of Service. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third Party. Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in these Terms of Service. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, these Terms of Service constitutes the entire agreement between you and us with respect to the subject matter and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import.

22)Your Comments and Concerns

All feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to: brands.help@wearerocky.com

2023 Copyright RockyAds, LLC. All rights reserved.

ROCKYADS, LLC PRIVACY POLICY

Last Updated: July 21, 2023

RockyAds, LLC (“Rocky,” “we,” “us,” or “our”), knows that data privacy is important to you. We have created this privacy policy (the “Privacy Policy”) to describe how we collect and process information from and about you through our website located at www.wearerocky.com (the “Site”), our crowdsourcing advertising platform (the “Platform”), and any other website, online portal, or digital property that is authorized to link to this Privacy Policy (collectively, the “Digital Properties”).

By accessing or using the Digital Properties or otherwise manifesting your assent to this Privacy Policy, you agree to be bound by this Privacy Policy and the accompanying Terms of Service for Creatives which together make up the Agreement. If you are accepting this Privacy Policy on behalf of your employer or another organization, you hereby certify that you are authorized to bind such party to the terms of this Privacy Policy. If you do not agree to (or cannot comply with) all of the terms of this Privacy Policy or any other terms of the Agreement, you may not access or use the Digital Properties. Capitalized terms not defined in this Privacy Policy shall have the meaning set forth in our Terms of Use.

I. THE INFORMATION WE COLLECT, HOW WE COLLECT IT, AND HOW WE USE IT

While providing the Digital Properties, we may collect or receive the following types of information about you, which may include personal information.

1. Profile Information

When you create an account with us, you will need to provide us with certain profile information, such as your first and last name, email address, your birthday, and your location (country, state and city). You may also voluntarily provide additional information, such as your gender, sexual orientation, relationship status, ethnicity, whether you have children or pets, income, religion, political affiliation, your mantra, or a profile picture.

We use Profile Information in an effort to be inclusive and authentic in the advertising process. Our belief is that different people use and identify with brands and products in different ways. The many different interactions and stories are interesting to brands and other consumers. On the Digital Properties, all of your Profile Information (except for your first and last name) will be associated with your user name. This information will be shared with the brands for which you create content.

2. Account Credentials

In order to create an account with us, we will ask you to provide a user name and password and potentially additional information that will assist us in authenticating your identity when you log-in in the future (collectively, the "Account Credentials"). Your user name will be visible to all other users of the Platform, and you will be identified by this name when you post User Generated Content.

3. Server Logs

Like most websites today, our web servers automatically collect and store log files that record data each time a device accesses those servers. The log files contain data about the nature of such access, including the device's IP address, user agent string (e.g., operating system and browser type/version), and referral URL (i.e., the external source by which you arrived at our Digital Properties or the pages you’ve clicked on while on our Digital Properties). We may use these log files for purposes such as assisting in monitoring and troubleshooting errors and incidents, analyzing web traffic, or optimizing the user experience.

4. Information Obtained From Your Online Activity, Including From Third-Party Analytics Services

When you access or use any of our Digital Properties, we, and third-party analytics services such as Google Analytics, may use browser cookies, pixels, web server logs, web beacons, and similar technologies (collectively, “Tracking Technologies”) to collect and evaluate information relating to your device and internet usage such as: the type of device, the advertising identifier, the operating system and version, carrier and network type; IP addresses (which may consist of a static or dynamic IP address and will sometimes point to a specific identifiable computer or device); browser type and language; referring and exit pages and URLs; date and time of access; the content viewed; the amount of time spent on particular pages; what features of the Digital Properties are used or visited; details of any purchases; click stream information; and geolocation data.

The data we or third parties collect automatically is typically statistical data that may not identify you personally; however, we or third parties may maintain, associate and/or combine it with personal information collected in other ways or received from third parties.

We use this information to recognize you, save your preferences, customize your experience, evaluate your access and use of the Digital Properties, compile reports on activity, collect demographic data, analyze performance metrics, and serve targeted advertisements. Rocky may also evaluate your computer, mobile phone, or other access device to prevent fraud, identify malicious software or activity that may affect the availability of the Digital Properties.

By accessing or using the Digital Properties, you consent to the processing of data about you by our analytics providers in the manner and for the purposes set out in this Privacy Policy. We may add to or change these third-party analytics Digital Properties from time to time. For more information on our analytics services, including how to opt out from certain data collection, please visit the sites below. Please be advised that if you opt out of any service, you may not be able to use the full functionality of the Digital Properties.

•Google Analytics: https://www.google.com/analytics

Cookies (browser cookies), a commonly used Tracking Technology, consist of small packets of data that a website or device stores on a browser, hard drive or device so that your device will “remember” information about your visit. To do this, we or third parties may use both session cookies, which expire once you close your web browser, and persistent cookies, which stay on your computer until you delete them. If you do not want cookies placed on your hard drive, you may be able to turn that feature off on your computer or mobile device. Please consult your internet browser’s documentation for information on how to do this. If you decide not to accept cookies or other Tracking Technologies, the Digital Properties may not function properly.

5. Information Obtained From Other Sources

a)Social Media

We may maintain a presence on social media such as YouTube, Instagram, Facebook, Twitter, Twitch, TikTok, Snapchat, and other social media and third-party sites. We may collect personal information when you visit or use social media, including when you access our Digital Properties from social media. We will do so in accordance with the terms of use and privacy policies of those sites, mobile apps, and applicable law. For example, we may collect the information you shared on our social media pages through an application or form, which will have a link to this Privacy Policy. Personal information may also be collected by the third-party social media sites that host our social media pages. These sites may provide aggregate information and analysis to us about visitors’ use of our social media pages. This allows us to better understand and analyze our user growth, general demographic information about the users of these pages, and interaction with the content that we post. Overall, this information may be used to help us understand the types of visitors and users of our social media pages and use of the content. This Privacy Policy does not cover personal information collected by such third-party social media sites. For more information on their privacy and security practices, please review the privacy policies and terms of use on their respective websites.

b)Other Third Parties

We may purchase or receive information from third parties, including information related to you. We may combine your information with such acquired information and use it to improve your experience, personalize our Digital Properties and content, and/or for targeted advertising.

6. Inferences

We may collect or receive inferences, which are assumptions or extrapolations that have been drawn from your information to create a profile which may include your preferences, characteristics, psychological trends, predispositions, behavior, attitudes, intelligence, abilities, and aptitudes.

II. HOW ELSE WE USE YOUR Information

In addition to the use cases mentioned above, we may use your personal information to operate and administer our business, which includes:

•Contacting you as per your request to respond to questions, deliver our newsletter, provide information regarding new or improved products or services, and/or otherwise communicate with you;

•Providing customer support, troubleshoot problems, debug the Digital Properties, and help ensure the security and integrity of the Digital Properties and the business;

•Engaging in marketing, advertising, and tracking activities, targeted advertising, and to evaluate our efforts, provided that, where required under applicable law, we will obtain your prior opt-in consent to send electronic marketing communications; and

•Verifying, analyzing and maintaining the quality of the Digital Properties and Products and implement improvements.

III. WHEN AND HOW WE MAY SHARE YOUR INFORMATION WITH THIRD PARTIES

1. General Principles

We will only share your information as provided in this Privacy Policy, as otherwise disclosed to you, or as required under applicable law. We will share your information as follows:

•With third-party contractors and service providers that provide services to us in the operation of our business, such as marketing and advertising companies, consulting service organizations, IT and cloud service providers;

•To process aggregated, anonymous, user statistics and other information and disclose such data and information to third parties for lawful purposes;

•To protect and secure our rights and the rights of our Clients;

•To share with our parent company, subsidiaries, affiliates and/or other companies under common control with us;

•To fulfill our legal and regulatory obligations under applicable law, such as to comply with a subpoena, or similar legal process, protect or enforce our rights, investigate a security incident, or respond to a government, law enforcement, or judicial request;

•To assess or complete a corporate sale, merger, reorganization, sale of assets, dissolution, investment, or similar corporate event where we expect that your personal information will be part of the transferred assets; and

•Otherwise with your consent.

If you are an End User who has created User Generated Content on the Platform, we will make this content, as well as your user name, available to Brands on our Platform. Your user name may be displayed to all Platform users for certain pieces of content, but your Profile Information will not be shared with other End Users on our Platform. Please refer to the Terms of Service for Creatives for more information.

2. Profile Information

As mentioned above, we associate your Profile Information (except for your first and last name) with your user name. We share this information with the brands for which you have created content.

3. Reaction to Content

You have the opportunity to react to certain content while on our Digital Properties. If you do so, we may share your reaction with the Brand Users. Your reactions will not be attributable to your account specifically, but you will be included in groups of End Users that share attributes from your Profile Information.

IV. Modifying Information and Communications Preferences

You may exercise your choices as follows:

•You may correct or update the personal information that Rocky has about you by contacting us as directed at the end of this Privacy Policy.

•If you would like us to delete any or all information, please email us at brands.help@wearerocky.com . To the extent compatible with our legal or regulatory record keeping requirements, we will use commercially reasonable efforts to process such requests in a timely manner.

•You may manage your receipt of marketing and non-transactional communications by clicking on the “unsubscribe” hyperlink located on the bottom of any of our marketing emails or by contacting us as directed at the end of this Privacy Policy. We will use commercially reasonable efforts to process such requests in a timely manner. You should be aware, however, that it is not always possible to completely modify information in our databases. We will retain and use your information as necessary to comply with our legal and/or regulatory obligations, resolve disputes, and enforce our agreements.

•You may opt out of targeted advertising by certain companies that participate in third-party industry groups by visiting the Network Advertising Initiative consumer opt-out page or the Digital Advertising Alliance's consumer choice tool. Your device settings may also offer you additional privacy settings. Please note that even if you opt out of receiving interest-based advertising, you will still receive advertisements, but they will be more general in nature.

V. How We Protect Your Information

We take commercially reasonable steps to protect your information from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. Please understand, however, that no security system is impenetrable. We cannot guarantee the security of our databases, nor can we guarantee that the information you supply will not be intercepted while being transmitted to and from us over the Internet. In particular, emails sent to or from the Digital Properties may not be secure, and you should therefore take special care in deciding what information you send to us via email.

VI. Children’s Privacy

We do not knowingly collect personal information from any person under the age of 13. If an individual under the age of 13 has provided us with personal information, a parent or guardian of that child may contact us and request that such information be deleted, and we will endeavor to delete that information from our databases.

VII. External Websites and Third Parties

Unless explicitly stated otherwise, our Privacy Policy addresses only our use and disclosure of information we collect from and/or about you in your interactions with the Digital Properties. If you choose to disclose information to third parties, the use and disclosure restrictions contained in this Privacy Policy will not apply, as we do not control the privacy policies of such third parties, nor are we subject to them.

Rocky may allow certain hyperlinks to third-party websites, mobile apps or other online resources to appear on the Digital Properties (“External Websites”). If you click on a link for any External Site, you will be redirected to a third-party site. The information collected by such third parties or that you choose to provide, is governed by the third-party site’s privacy policy and practices. We have no control over the privacy policies or practices, the content, or the products and services, of any External Websites we provide or allow hyperlinks on our Digital Properties. As such, we are not responsible for the content or the privacy policies of those External Websites. You should check the applicable third-party privacy policy and terms of use when visiting any External Websites.

VIII. Do Not Track

As discussed above, third parties such as advertising networks and analytics providers may collect information about your online activities over time and across different websites when you access our Digital Properties. Currently, various browsers offer a “Do Not Track” option, but there is no standard for commercial websites. At this time, we do not monitor, recognize, or honor any opt-out or do not track mechanisms, including general web browser “Do Not Track” settings and/or signals.

IX. Notice to Nevada Residents

If you are a resident of Nevada, you have the right to opt-out of the sale of personal information to third parties. You can exercise this right by contacting us at brands.help@wearerocky.com with the subject line "Nevada Do Not Sell Request" and providing us with your name and the email address associated with your account. Please note, however, that we do not currently sell your personal information as sales are defined in Nevada Revised Statutes Chapter 603A.

X. NOTICE TO CALIFORNIA RESIDENTS

Pursuant to Section 1798.83 of the California Civil Code, residents of California have the right to obtain certain information about the types of personal information that companies with whom they have an established business relationship (and that are not otherwise exempt) have shared with third parties for direct marketing purposes during the preceding calendar year, including the names and addresses of those third parties, and examples of the types of services or products marketed by those third parties. If you wish to submit a request pursuant to Section 1798.83, please contact us via email at brands.help@wearerocky.com. Please note, however, that we do not share your personal information with third parties for direct marketing purposes, nor have we done so in the past.

XI. IMPORTANT NOTICE TO ALL NON-US RESIDENTS

Our Digital Properties are intended for visitors located within the United States, and our servers are located in the US. Please be aware that your information may be transferred to, processed, maintained, and used on computers, servers, and systems located outside of your state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in your country of origin. If you are located outside the United States and choose to use the Digital Properties, you do so at your own risk.

XII. CHANGES TO THIS PRIVACY POLICY

This Privacy Policy is effective as of the “last update” date stated at the top of this Privacy Policy. We may change this Privacy Policy from time to time with or without notice to you. By accessing the Digital Properties after we make any such changes to this Privacy Policy, you are deemed to have accepted such changes. Please be aware that, to the extent permitted by applicable law, our use of the information collected is governed by the Privacy Policy in effect at the time we collect the information. Please refer back to this Privacy Policy on a regular basis.

XIII. HOW TO CONTACT US

If you have questions about this Privacy Policy, please e-mail us at brands.help@wearerocky.com with “Privacy Policy” in the subject line.