Unknown Creatives
Terms and Conditions of Use

1. Introduction

1.1 Overview

Unknown Creatives is a website and application (collectively, the "Platform") of Unknown Creatives Inc. ("we," "our," or "us") that allows you to conveniently build and/or support creative artist campaigns (in particular musical artist Campaigns - see Section 3). To access, use, or engage with our Platform or any of its services in any way ("Use," "Uses," or "Using"), you must accept and comply with these Terms and Conditions of Use ("Terms"). Please carefully read these Terms in their entirety before proceeding to Use our Platform or any of its services.

These Terms apply to everyone who Uses our Platform or any of its services in any way, including, without limitation, everyone who creates an account, creates a Campaign (as defined below), contributes to a Campaign, or in any other way interacts with the Platform or any of its services ("User," "you," or "your"). The Platform is intended for and directed to individuals over the age of 18 years. By Using our Platform or any of its services, you agree to be bound by these Terms with respect to your Use.

1.2 Services

YOU ACKNOWLEDGE AND AGREE THAT WE PROVIDE AN INTERNET-BASED TRANSACTION MANAGEMENT SERVICE AND THAT WE DO NOT CREATE MUSICAL WORKS OF ANY KIND NOR PERFORM ANY OTHER FUNCTION NOT EXPLICITLY DESCRIBED IN THESE TERMS. ALL SUCH CAMPAIGN SERVICES NOT EXPLICITLY PROVIDED BY US UNDER THESE TERMS ARE PROVIDED BY INDEPENDENT THIRD PARTIES WHO ARE NOT EMPLOYED BY US OR ANY OF OUR AFFILIATES.

The Platform and its transaction management services allow you a) to collect funds from Users who choose to support your musical career by backing particular musical works you have created ("Compositions"), and, optionally in return, provide those Users with rewards ("Rewards"), including but not limited to merchandise or a portion of the royalties you earn in connection with your musical works and/or b) to contribute funds to a Campaign ("Contributions"), including in exchange for Rewards.

1.3 License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Platform on your personal device solely in accordance with these Terms; and (ii) access and use any content, information and related materials that may be made available through the Platform or any of its services, in each case solely for your personal use.

1.4 Amendment of Terms

We reserve the right, in our sole discretion to amend these Terms for any reason, at any time. We will publish any amendments we make to these Terms on our Platform and the amended Terms will be effective from the date they are published. Your acceptance of any amendments to the Terms will be affirmed through your continued Use of the Platform or any of its services.

2. Your Use and Conduct

2.1 Eligibility

You are eligible to Use our Platform or any of its services only if you are 18 years or older, provided your Use of the Platform is otherwise lawful and you at all times adhere to these Terms. We reserve the right to restrict, suspend, or terminate your Use of our Platform at any time and for any reason.

2.2 Creating an Account

To host or contribute to a Campaign, you are required to create an account ("User Account"). You agree to provide true, accurate, current, and complete information about yourself ("User Information") and maintain this data to keep it accurate at all times. To create a User Account, you will be required to provide at least:

• Your phone number
• Your email address
• Your age
• Your location

You are solely responsible for maintaining the confidentiality of your User Account including your password and are fully responsible for all activities that occur under your User Account.

2.3 User Content

Our Platform may allow you to upload, post, or otherwise transmit content, including in connection with Campaigns ("User Content"). You understand that all User Content is the sole responsibility of the person from whom it originated. We have the right (but not the obligation) to refuse or remove any User Content that violates these Terms or is otherwise objectionable in our sole and absolute discretion.

User Content may be considered inappropriate if it contains, depicts, includes, discusses, or involves content that is defamatory, libelous, pornographic, obscene, contains nudity, promotes illegal activities, includes personal attacks, spam, or violates applicable laws or third-party rights.

2.4 User Conduct

You agree that you will not Use the Platform or any of its services to:

• Violate any applicable laws, regulations, or third-party rights
• Impersonate any person or entity
• Transfer your account to another person without our prior consent
• Distribute viruses or harmful technologies
• Copy, modify, or distribute content from our Platform without permission
• Harvest personal information about Users without consent

2.5 Termination of Services

We may in our sole and absolute discretion and without cause or notice, limit, suspend, or terminate your access to our Platform and your User Account for any reason, including if we believe you have violated these Terms, if your account is inactive for over 2 years, or if we receive requests from law enforcement.

3. Campaigns

3.1 Types of Campaigns

Anyone with a User Account may be able to create a campaign ("Campaign") to be crowdfunded, subject to our approval. A User who creates a Campaign is called an "Artist". Anyone who contributes funds ("Contributions") to the Campaign is called a "Contributor". The period of time during which Contributors can make Contributions to the Campaign is called the "Raise Period".

We do not allow Campaigns that include any type of illegal activity, are intended to harass or harm specific persons or groups, or otherwise violate these Terms.

3.2 Campaign Funds

The Contributions processed and available to be collected by an Artist are called the "Campaign Funds". As the Artist, you may be required to set a minimum crowdfunding "Goal". We only process Contributions when a Campaign either achieves or exceeds its Goal before the end of the Raise Period, or does not achieve its Goal but the Artist elects to continue with our approval.

Where a Contributor's Contribution includes a right to receive royalties, we will act solely as a facilitator to deliver SOCAN Royalties to the Contributor. Any failure on our part to register or collect SOCAN Royalties shall not be deemed a breach of these Terms.

3.3 Campaign Artists

As an Artist, you agree that Campaign Funds are only to be used for the purpose explicitly described by the Campaign and for no other purpose. You acknowledge and agree that we will not be liable for any Campaign failing to achieve its Goal, any Reward not being provided, or any refund of Contributions or Campaign Funds.

3.4 Contributors and Users

As a Contributor, your sole and exclusive remedy for any claims relating to your Use of our Platform is against the Artist(s). IT IS YOUR RESPONSIBILITY TO SATISFY YOURSELF AS TO THE TRUSTWORTHINESS OF ANY CAMPAIGN(S) BEFORE CONTRIBUTING.

4. Fees, Payments, and Taxes

We may charge processing fees on Campaign Funds and Contributions, or other fees as described in the Platform ("Fees"). We may adjust the Fees at any time and at our sole discretion. You acknowledge and agree that you are responsible for paying applicable Fees associated with your Use of the Platform.

The Artist or Artists of a Campaign are responsible for paying any and all taxes on Campaign Funds they receive, including HST, as applicable. Contributors are responsible for paying any and all taxes on SOCAN Royalties they receive. You acknowledge and agree that we are not responsible for any taxes payable or for notifying you of your need to pay any taxes.

5. Intellectual Property

5.1 User Content

When you send, submit, post, or display any User Content through our Platform, you retain copyright and any other rights you already hold in such content. By doing so, you grant us a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such User Content for the sole purpose of enabling us to provide the services of the Platform.

5.2 Proprietary Rights

You acknowledge and agree that we own all legal right, title and interest in and to the Platform and its services, including any intellectual property rights. Nothing in these Terms gives you a right to use any of our trade names, trademarks, service marks, logos, domain names and other distinctive brand features.

6. Privacy

We use your information only as described in our Privacy Policy which is part of and is hereby incorporated into these Terms. If you object to your personal information being transferred or used in the way referred to in our Privacy Policy, please do not Use our Platform or any of its services.

7. Indemnity

You agree to defend, indemnify, and hold harmless Unknown Creatives Inc., our affiliates and licensors (and our officers, directors, agents, subsidiaries, joint ventures, partners and employees), from any and all damage, loss, liability, cost, expense (including reasonable legal fees), resulting from any claim, demand, suit, proceeding, investigation, or demand made by any third-party due to or arising out of your breach or violation of these Terms, any User Content which you submit, your Use of the Platform, or your violation of any rights of another or any law.

8. Limitations of Liability

You will not hold us or any of our affiliates responsible for User Content, Campaigns, the improper use or misappropriation of Campaign Funds, or any other actions or inactions made through our Platform. We have no control over and do not guarantee the quality, safety or legality of products or services advertised in User Content.

TO THE EXTENT PERMITTED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNKNOWN CREATIVES INC., ITS AFFILIATES AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES. NOTWITHSTANDING THE FOREGOING, IF WE ARE FOUND TO BE LIABLE, OUR LIABILITY TO YOU IS LIMITED TO THE GREATER OF: (I) THE TOTAL FEES YOU PAID TO UNKNOWN CREATIVES INC. IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY; AND (II) $150 CAD.

YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. We make no warranty that the Platform will meet your requirements, be available at any particular time, be uninterrupted, timely, secure, or error-free.

9. Release

If you have a dispute with one or more Users, you release us, our affiliates and licensors (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

10. General

10.1 No Agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.

10.2 Law and Forum for Disputes

The laws of the Province of Ontario shall apply to the interpretation of these Terms notwithstanding any conflict of law provisions. All proceedings relating to the Platform or to these Terms shall be settled by way of binding arbitration in the City of Toronto, in the English language.

10.3 Force Majeure

You acknowledge and agree that any delay or failure by us in performing our obligations under these Terms shall be excused if the delay or failure is caused by an event or occurrence beyond our reasonable control, including acts of God, governmental action, civil commotion, natural disasters, wars, terrorist acts, equipment failure, or court orders.

10.4 Notices

Unless otherwise expressly stated in these Terms, all notices from you to us must be in writing and sent to our contact address and all notices from us to you will be sent to the email address you used to create a User Account.

10.5 Severability

If any part of these Terms is found by a court of competent jurisdiction to be invalid and/or unenforceable, the parties agree that the court should endeavor to reform such provisions to give effect to the parties' intentions. The enforceability of any other part of these Terms will not be affected.

10.6 Entire Agreement

These Terms (together with the Privacy Statement) contain the entire understanding and agreement between us and you in relation to your Use of the Platform and supersede and replace any other communication not contained herein.

10.7 Assignment

You may not assign, sublicense or otherwise transfer any of your rights and obligations in these Terms to any other person.