Cloutx Terms of Service and User Agreement

2.1. General Eligibility

The Service is available only to individuals who are (i) at least eighteen (18) years of age (or the age of legal majority in their jurisdiction) and who can form legally binding contracts under applicable law, and (ii) are not a "Prohibited User" (as defined below).

2.2. Prohibited Users

The Service is not available to individuals or entities who are:

• Located, resident, organized, or having a registered agent in, or otherwise operating from, a restricted jurisdiction including, but not limited to, Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, and Luhansk regions of Ukraine, Russia, Yemen, or any other country subject to a comprehensive U.S. embargo or sanctions regime administered by the Office of Foreign Assets Control (OFAC).
• The subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (e.g., the OFAC Specially Designated Nationals (SDN) list).
• Otherwise prohibited under applicable law from using a service such as ours. (Collectively, "Prohibited Users").

You represent and warrant that you are not a "Prohibited User" and that your access and use of the Service complies with all applicable laws in your jurisdiction.

4.1. No Expectation of Profit

You acquire and hold Influencer Coins with the explicit understanding that you should NOT expect to profit or generate any return. No one, including Company, the influencers, or other users, intends to exert any efforts or provide any assistance in bringing about a profit or return for holders of the Coins.

4.2. Purely Speculative and Entertainment-Based

The Coins have no use or functionality outside of the Cloutx ecosystem for entertainment and social community purposes. Any monetary amount spent on Coins is a payment for this experience and is not an investment. You are spending money for entertainment only, not for an expected financial return.

4.3. Risk of Total Loss

You accept the risk that you MAY LOSE 100% OF THE MONEY OR CRYPTO CURRENCY used to purchase Coins. The market for these Coins is extremely volatile and speculative. Prices can crash to zero instantly and without warning.

4.4. Not Financial Advice

Nothing on the Service constitutes financial, investment, or legal advice. All transactions are at your own discretion and based on your own judgment. We are not your broker, intermediary, agent, or advisor and have no fiduciary relationship or obligation to you.

4.5. No Regulatory Protection

The Coins are not securities and are not registered with the U.S. Securities and Exchange Commission (SEC) or any other regulatory body worldwide. Therefore, you are not protected by securities investor protection laws.

4.6. Howey Test Disclaimer

Company's position is that Influencer Coins do not meet the definition of an "investment contract" under the Howey Test because:

• There is no expectation of profits;
• Any efforts are not primarily managerial and are not undertaken for the purpose of generating profit for Coin holders; and
• Any monetary expenditure is made for consumptive purposes (entertainment) and not as an investment.

5.1. To use the Service, you must connect a compatible digital wallet (a "Wallet"). You are solely responsible for the security of your Wallet, its private keys, and any seed phrases. Company has no access to or control over your Wallet.

5.2. You are solely responsible for securing your devices and credentials from viruses, malware, and unauthorized access. You must immediately notify us of any unauthorized access to your Wallet or any other security breach.

5.3. Company is not liable for any acts or omissions of third-party Wallet providers, or for any loss of funds due to your failure to secure your Wallet.

6.1. "As Is" Service

THE SERVICE AND ALL INFLUENCER COINS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6.2. No Liability for Losses

TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (THE "COVERED PARTIES") SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE;
• (II) THE VOLATILITY, LOSS, OR GAIN IN VALUE OF ANY INFLUENCER COINS;
• (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN;
• (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE.

6.3. Cap on Liability

IN NO EVENT SHALL THE COVERED PARTIES' AGGREGATE TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY YOU TO COMPANY IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

8.1. Agreement to Arbitrate

Except for disputes that qualify for small claims court, any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Service (collectively, "Disputes"), shall be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding.

8.2. Class Action Waiver

YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties' dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific clause is found to be unenforceable, then the entirety of this arbitration section shall be null and void.

8.3. Arbitration Rules

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Agreement.

8.4. Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The seat of the arbitration shall be [Your State, e.g., Delaware]. The arbitration shall be conducted by a single arbitrator. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

9.1. User's Sole Responsibility for Compliance

You are solely and entirely responsible for ensuring that your use of the Cloutx Service complies with all applicable laws, rules, and regulations in your jurisdiction and the jurisdiction from which you access the Service. This includes, but is not limited to, all regulations and guidance issued by:

• The U.S. Securities and Exchange Commission (SEC) or any other national securities regulator;
• Financial crime enforcement units governing Anti-Money Laundering (AML) and Counter-Terrorist Financing (CTF);
• The U.S. Federal Trade Commission (FTC) or any other consumer protection authority governing advertising, marketing, and fair trade practices;
• Tax authorities concerning the reporting of gains or losses from your activities; and
• Any other relevant federal, state, or international regulatory body.

9.2. No Reliance on Company

You acknowledge and agree that Company is not providing legal, tax, or regulatory advice. You may not rely on the Company, its existence, or its operational design as any form of assurance or endorsement that your activities on the platform are compliant with any law or regulation. The Company's position that Influencer Coins are not securities is for its own operational defense and does not constitute legal advice for your specific actions.

9.3. Specific User undertakings

You represent, warrant, and agree that you will NOT use the Service to:

• (a) Engage in any activity that would cause the Company or yourself to be deemed to be offering, selling, or promoting a security without the required registrations or exemptions;
• (b) Violate any AML/CTF laws, including but not limited to engaging in or facilitating money laundering, terrorist financing, or fraud;
• (c) Make any deceptive, unfair, or unsubstantiated claims about any Influencer Coin in a manner that would violate FTC guidelines or other consumer protection laws against false advertising;
• (d) Manipulate the market for any Influencer Coin through wash trading, pump-and-dump schemes, spoofing, or any other fraudulent or manipulative tactics.

9.4. Indemnification for Non-Compliance

You agree to indemnify, defend, and hold harmless the Covered Parties from any and all claims, damages, losses, or penalties (including reasonable attorneys' fees) arising from or related to your failure to comply with any applicable laws, rules, or regulations as outlined in this Section. This includes any regulatory action taken against you or the Company that results from your specific use of the platform.