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CLM – Terms and Conditions

Welcome to Carets. These Terms and Conditions ("Terms") govern your placement of advertisements on our platform. By submitting an ad or advertising campaign, you ("Advertiser") agree to be bound by these Terms.

General Provisions
- You must be at least 18 years old and have the legal authority to enter into this agreement.
- You are solely responsible for the content of your ads and any claims arising from them.
- Your ads must comply with all applicable laws and regulations, including advertising, intellectual property, data privacy, and consumer protection laws.
- You must not submit ads that are:
  - False, misleading, or deceptive.
  - Offensive, harmful, or discriminatory.
  - Infringing on any intellectual property rights.
  - Illegal or in violation of the Carets user guidelines.
- You will provide us with all necessary information and materials for verifying your identity and compliance with these Terms.
- We reserve the right to reject or remove any ad at any time and for any reason, without notice.
- If you are using Carets ad services as an agent for another individual or entity, then you represent and warrant that:
  (a) you are authorized to, and do, bind that individual or entity to these terms and conditions.
  (b) all of your actions in connection with these Terms are and will be within the scope of the agency relationship between you and that individual or entity, and in accordance with any applicable legal and fiduciary duties.
- H. Your use of Carets ad services will constitute acceptance of these Terms.
Advertising Formats and Specifications
- We offer various ad formats such as video, banner, and native ads. Refer to our advertising specifications for detailed requirements.
- You are responsible for ensuring that your ads meet all technical specifications including content, links, narrative, etc.
- We may modify ad formats and specifications at any time, with reasonable notice.
Licensing
- If your ad content contains copyrighted auditable or visual works then you agree that you have obtained all rights, licenses and permissions as may be necessary for such content to be incorporated within your ad content.
- If your ad content contains musical works, compositions or sound recordings not sourced from Carets, then you agree that you have obtained all rights, licenses and permissions as may be necessary for such music to be incorporated within your ad content. For example, ensuring that such music can remain on Carets for a specified period after the campaign end date for certain ad and campaign products.
- You grant license to Carets use ad content to:
  (a) perform its obligations under these Terms, such as providing the ad services you have purchased;
  (b) to comply with any legal or regulatory obligations to which Carets or its affiliates are subject or to assist with a lawful investigation;
  (c) for testing and internal research and development purposes;
  (d) with your prior consent, for external marketing purposes or external research and development; and
  (e) to provide the transparency tools as described below.
- Carets may remove or restrict access to your ad content, if we have reason to believe
  (i) you are in breach of these Terms; or
  (ii) you cause, or may cause, harm to Carets, its users, or other third parties. If we remove or restrict access to your ad content, we will notify you without undue delay, unless it is not appropriate or legally prevented from doing so.
- By submitting your ad content, you grant Carets a non-exclusive, royalty-free, worldwide, transferable, sublicensable license to access, use, host, cache, store, display, publish, distribute, modify, and adapt ad content in order to develop, research, provide, promote, and improve Carets products and services.
Content Creators and Influencers
- You may choose to engage individuals, such as bloggers, influencers (directly or through third parties) or other content creators, such as creative agencies or production companies to edit, create, produce and/or distribute ad content either
  (a) independently of Carets, or
  (b) through a program or initiative operated by Carets in connection with its third party creative partners. In each case, you remain solely responsible for any and all content and messaging that you suggest, request, and/or require creators to include, or that you otherwise approve to be included, in an ad or campaign, which will form part of your advertising content. Creators own their submitted content unless negotiated separately between you and the relevant creators. Carets is an independent contractor and will not be deemed an agent of either creators or you, nor will Carets be liable for the acts or omissions of creators.
Targeting and Delivery
- We offer various targeting options based on demographics, interests, and user behavior.
- You are responsible for selecting the appropriate targeting options for your ads and campaigns.
- We may refuse to display your ads on certain categories of content or to certain audiences.
- We cannot guarantee the delivery of your ads to a specific number of users or at a specific time.
- We may refuse to display ads and campaigns that do not meet the requirements outlined in General Provisions.
Billing and Payment
- You will be responsible for all charges associated with your ad campaigns.
- We offer a fixed rate pricing model.
- You must provide a valid payment method and keep it updated.
- We will bill you according to your chosen pricing model upon approval of your submitted ad and advertising campaign.
- You are responsible for any taxes applicable to your ad campaigns.
- Payment triggers the activation of the ads and advertiser campaigns. Once payment is processed it is non-refundable.
- You must have legal authority to make payment on your entity’s behalf.
Data Privacy and Security
- You must comply with all applicable data privacy and security laws and regulations.
- You will not collect or use any user data from our platform without explicit written consent.
- We will not share any user data with you except as necessary to deliver your ads and conduct analytics.
- We have implemented appropriate security measures to protect user data.
Intellectual Property
- You own all intellectual property rights in your ads and the materials used in them.
- You grant us a non-exclusive, worldwide license to use, reproduce, promote, and display your ads on our platform.
- We own all intellectual property rights in our platform and brand. You will not infringe on our intellectual property rights.
- Advertiser acknowledges and agrees to all rights to Carets intellectual property, including the patented use of a ^Caret, like a #Hashtag, and agrees to the terms of use of the ^Caret in ads and campaigns. Advertiser may purchase a license agreement for designated and dedicated ^Carets for promotional and licensing purposes of content for promotion within and outside the Carets platform.
Disclaimer of Warranties
- We provide our platform and advertising services "as is" and without any warranties, express or implied.
- We do not warrant that our platform or advertising services will be uninterrupted, error-free, or secure.
- We will not be liable for any loss or damage arising from your use of our platform or advertising services.
- We do guarantee a minimum number of ad impressions or ad click through rate.
Indemnification
- You agree to indemnify and hold us harmless from any and all claims, losses, damages, liabilities, costs, and expenses (including attorney's fees) arising from or in connection with your ads or your breach of these Terms.
Limitation of Liability
- Our total liability to you for any claim arising from or in connection with these Terms will be limited to the amount you paid for advertising services during the preceding month.
- We will not be liable for any indirect, incidental, consequential, special, or punitive damages.
- Nothing in these terms will exclude or limit either party's liability for losses which may not be lawfully excluded or limited.
- Carets and its affiliates will not be liable to you for any:
  (a) indirect, incidental, special, consequential, or punitive damages; or
  (b) any loss of profits or revenues (whether incurred directly or indirectly), loss of data, use, goodwill, or intangible losses, even if Carets has been advised or should be aware of the possibility of any such losses arising.
- The maximum liability of Carets and its affiliates to you will not in aggregate exceed the greater of $250 usd or the amounts paid by you to Carets, if any, within the 2 months before the claim arose.
Term and Termination
- These Terms will commence upon your first submission of an ad and will continue until terminated by either party.
- You may terminate these Terms at any time by removing your ads and ceasing to use our platform.
- We may terminate these Terms at any time and for any reason, with or without notice.
Governing Law and Dispute Resolution
- These Terms will be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles.
- The laws of the state of Utah will govern these Terms and any claims and disputes (whether contractual or otherwise) arising out of or relating to these Terms or their subject matter.
Entire Agreement
- These Terms constitute the entire agreement between Advertiser and Carets with respect to advertising on the Carets platform.

General Provisions
- This Carets Licensing Agreement is effective April 2025 between Carets Corporation (Licensor) and Caret Licensee (Licensee).
- Licensee must be at least 18 years old and have the legal authority to enter into this agreement.
- Carets intends to provide a right of first refusal to entities to purchase license agreements associated with their firm name and brand. As an example, the preferred license holder for ^CaretsCorporation is Carets Corporation. For Corporate and Influencer ^Caret licensing accounts Licensee agrees they are an authorized agent representing another individual or entity.
  Licensee represents and warrants that:
  - you will provide Carets Corporation with all necessary information and materials for verifying your identity and authority to represent associated firms prior to approving purchase of Corporate and Influencer ^Carets.
  - you are authorized to, and do, bind that individual or entity to these terms and conditions.
  - all of your actions in connection with these terms and conditions are and will be within the scope of the agency relationship between you and that individual or entity, and in accordance with any applicable legal and fiduciary duties.
  - you agree in the event you are not an authorized agent that your ^Caret licenses shall be nullified, you will not be refunded for fees paid, and content may be removed from the platform.
- Licensor provides licensee access to use, aggregate, and promote content tagged with Licensee’s licensed ^Carets.
- Licensee is solely responsible for the content Licensee elects to use, promote, or distribute and any claims arising from it.
- Licensee licensed content must comply with all applicable laws and regulations, including advertising, intellectual property, data privacy, and consumer protection laws.
- Licensee agrees not to create, promote or distribute content that is:
  - False, misleading, or deceptive.
  - Offensive, harmful, or discriminatory.
  - Infringing on any intellectual property rights.
  - Illegal or in violation of the Carets user guidelines.
- Upon final purchase of a given ^Caret Carets Corporation grants a non- transferable license to Licensee to use media content contained within the Carets platform tagged with licensed ^Carets.
- Licensee agrees Carets Corporation is the sole owner of the underlying ^Caret name and is the sole licensor of individual ^Carets.
- Licensee agrees they do not represent or serve as an authorized agent for Carets Corporation in any sale, sublease, or transfer of licensed ^Carets.
- Licensee agrees that they are not permitted to sell, sublease, or transfer ^Caret licenses.
- Licensor reserves the right to reject or remove any content at any time and for any reason, without notice.
- Licensee use of licensed ^Carets will constitute acceptance of these Terms and Conditions.
Advertising Formats and Specifications
- Licensee may integrate advertisement and promotions into licensed materials.
- You are responsible for ensuring that your ads and promotions meet all technical specifications including content, links, narrative, etc.
- Carets may modify formats and specifications at any time.
Licensing
- If your content contains copyrighted auditable or visual works then you agree that you have obtained all rights, licenses and permissions as may be necessary for such content to be incorporated within your ad content.
- If your content contains musical works, compositions or sound recordings not sourced from Carets, then you agree that you have obtained all rights, licenses and permissions as may be necessary for such music to be incorporated within your ad content. For example, ensuring that such music can remain on Carets for a specified period after the campaign end date and campaign products.
- You grant license to Carets use content to:
  - perform its obligations under these Terms, such as providing the ad services you have purchased;
  - to comply with any legal or regulatory obligations to which Carets or its affiliates are subject or to assist with a lawful investigation;
  - for testing and internal research and development purposes;
  - with your prior consent, for external marketing purposes or external research and development; and
  - to provide the transparency tools as described below.
- Carets may remove or restrict access to your content, if we have reason to believe
  - you are in breach of these Terms; or
  - you cause, or may cause, harm to Carets, its users, or other third parties. If we remove or restrict access to your ad content, we will notify you without undue delay, unless it is not appropriate or legally prevented from doing so.
- You agree to grant Carets a non-exclusive, royalty-free, worldwide, non- transferable license to access, use, host, cache, store, display, publish, distribute, modify, and adapt licensee content in order to develop, research, provide, promote, and improve Carets products and services.
- Licensor retains all rights, title, and interest of all intellectual property rights.
- This agreement does not confer ownership of content contained on the platform to Licensee.
Content Creators and Influencers
- Licensee may choose to engage individuals, such as bloggers, influencers (directly or through third parties) or other content creators, such as creative agencies or production companies to edit, create, produce and/or distribute content either
  - independently of Carets, or
  - through a program or initiative operated by Carets in connection with its third party creative partners. In each case, you remain solely responsible for any and all content and messaging that you suggest, request, and/or require creators to include, or that you otherwise approve to be included, in an ad or campaign, which will form part of your advertising content. Creators own their submitted content unless negotiated separately between you and the relevant creators. Carets is an independent contractor and will not be deemed an agent of either creators or you, nor will Carets be liable for the acts or omissions of creators.
Billing and Payment
- Licensee is responsible for all charges associated with your ^Caret purchase.
- Licensee must provide a valid payment method and keep it updated.
- Licensor will bill you according to your chosen pricing model upon approved license.
- Licensee is responsible for any taxes applicable to your licenses.
- Payment triggers the activation of ^Caret license. Once payment is processed it is non-refundable.
- Licensee must have legal authority to make payment on your entity’s behalf.
Data Privacy and Security
- Licensee must comply with all applicable data privacy and security laws and regulations.
- Licensee will not collect or use any user data from our platform without explicit written consent.
- Licensor will not share any user data.
- Licensor has implemented appropriate security measures to protect user data.
Intellectual Property
- Licensee grants us a non-exclusive, worldwide license to use, reproduce, promote, and display your ^Caret content on our platform.
- Licensor owns all intellectual property rights in our platform and brand. You will not infringe on our intellectual property rights.
- Licensee acknowledges and agrees to all rights to Carets intellectual property, including the patented use of a ^Caret, like a #Hashtag, and agrees to the terms of use of the ^Caret in ads and campaigns. Advertiser may purchase a license agreement for designated and dedicated ^Carets for promotional and licensing purposes of content for promotion within and outside the Carets platform.
Disclaimer of Warranties
- Carets provides our platform and services "as is" and without any warranties, express or implied.
- Carets Corporation does not warrant that our platform, licensed content, or advertising services will be uninterrupted, error-free, or secure.
- We will not be liable for any loss or damage arising from your use of our platform or services.
- Carets does not guarantee any will create or tag videos with your licensed ^Carets.
Indemnification
- You agree to indemnify and hold us harmless from any and all claims, losses, damages, liabilities, costs, and expenses (including attorney's fees) arising from or in connection with your ads or your breach of these Terms.
Limitation of Liability
- Carets Corporation is not liable for any indirect, incidental, consequential, special, or punitive damages for content tagged with your licensed ^Caret.
- Caret Corporation’s total liability to licensee for any claim arising from or in connection with these Terms will be limited to either the pro-rated value you paid for your ^Caret license for three months of service or a maximum of $500. Whichever is the lessor value.
- Nothing in these terms will exclude or limit either party's liability for losses which may not be lawfully excluded or limited.
- Carets Corporation and its affiliates will not be liable to you for any:
  - indirect, incidental, special, consequential, or punitive damages; or
  - any loss of profits or revenues (whether incurred directly or indirectly), loss of data, use, goodwill, or intangible losses, even if Carets has been advised or should be aware of the possibility of any such losses arising.
Term and Termination
- These Terms will commence upon receipt of payment for the purchased ^Caret license or until terminated by either party.
- Failure to renew ^Caret licenses will result in license termination.
- Licensee may terminate these Terms at any time by removing ^Caret license content from the Carets platform.
- Carets may modify these Terms at any time and for any reason, with or without notice.
- Carets may terminate these Terms at any time and for any reason, with or without notice.
Governing Law and Dispute Resolution
- These Terms will be governed by and construed in accordance with the laws of the State of Utah, without regard to any potential conflict of laws or practices in licensee’s place of business.
- The laws of the state of Utah will govern these Terms and any claims and disputes (whether contractual or otherwise) arising out of or relating to these Terms or their subject matter.
Entire Agreement
- These Terms constitute the entire agreement between Licensee and Licensor with respect to content contained or generated on the Carets platform.