TERMS OF SERVICE

1.1. Welcome to Mood Studios LLC. These Terms of Service (the "Agreement") establish the legal framework governing your relationship with Mood Studios LLC and its related entities (collectively referred to as "Mood Studios", "Company", "we", "us" or "our").

1.2. We deliver to our community:

• (a) Digital applications for mobile and desktop platforms, including web-based applications accessible through third-party social networks ("SNS") (collectively, "Applications")
• (b) Publishing networks, community-driven services and interactive platforms ("Platforms") in connection with our Applications and external developer Applications (defined below)
• (c) Web properties and domains, including moodstudios.co (collectively, our "Websites")
• (d) Community forums, discussion boards, and messaging systems within Applications and our Websites (collectively, our "Communities").
• (e) All aforementioned Applications, Platforms, Websites and Communities are collectively referred to as our "Services".

User refers to any individual who creates an account or otherwise utilizes or accesses the Services we provide (the "User").

1.3 These Terms require careful review as they regulate your access to and utilization of our Services, Company Content, and User Content (defined below) and create binding legal obligations.

1.4 YOU ACKNOWLEDGE AND CONFIRM THAT BY SELECTING "ACCEPT" OR SIMILAR CONFIRMATION BUTTON, OR BY ACCESSING, UTILIZING OUR SERVICES, OR BY UPLOADING OR SHARING ANY CONTENT ON OR THROUGH OUR SERVICES, YOU DEMONSTRATE THAT YOU HAVE THOROUGHLY READ, COMPREHENDED AND CONSENT TO BE LEGALLY BOUND BY THESE TERMS, REGARDLESS OF WHETHER YOU HAVE COMPLETED USER REGISTRATION. IF YOU DO NOT ACCEPT THESE TERMS, YOU ARE NOT AUTHORIZED TO ACCESS OR USE OUR SERVICES OR COMPANY CONTENT.

Specific Services, and your access to or utilization of certain Company Content, may be subject to additional, Service-specific or Company Content-specific terms and conditions ("Guidelines") that are posted, or may require your acknowledgment and acceptance of such supplementary Guidelines. Where conflicts exist between these Terms and Service-specific Guidelines or Company Content-specific Guidelines, the applicable Guidelines shall take precedence regarding your use of, or access to, such Services or Company Content.

Additionally, Mood Studios provides access to External Developer Applications available through our Services (each, an "External Developer Application"), which are created by independent developers (each, an "External Developer"). You understand and agree that access to, and use of, any External Developer Application shall be governed by terms and conditions of use established by the External Developer of such External Developer Application ("External Developer Terms").

2.1 To access the complete functionality of our Services, and to submit any User Content on or through our Services, you must register to establish a Mood Studios Account (collectively, the "Account") and become a "User."

2.2 YOU ACKNOWLEDGE THAT IF YOU ARE UNDER 13 YEARS OF AGE OR THE AGE OF MAJORITY IN YOUR JURISDICTION, YOU CONFIRM THAT YOUR PARENT OR LEGAL GUARDIAN HAS REVIEWED, UNDERSTOOD, AND CONSENTED TO THESE TERMS.

2.3 When registering for an Account, you commit to supervise the account to prevent unauthorized use by minors. You accept complete responsibility for any unauthorized use of our Services by minors, including any use of your payment methods or financial instruments by minors. During account creation, you must provide specific information, including your email address, and establish a username and password. You agree to supply accurate, current, and complete information during registration and to update such information to maintain its accuracy, currency, and completeness. Mood Studios reserves the right to suspend or terminate your Account if any information provided during registration or thereafter proves to be inaccurate, outdated, or incomplete.

2.4 If you are not a registered User, you may only browse or use in restricted ways those portions of our Services that are available to non-registered users. You are responsible for protecting your password. You agree not to share your password with any third party or allow any third party to use your Account, and you agree to accept complete responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will promptly notify Mood Studios of any unauthorized use of your Account.

2.5 ALTHOUGH WE REFER TO YOUR REGISTERED ACCOUNT USING POSSESSIVE LANGUAGE, YOU ACKNOWLEDGE THAT YOU HAVE NO OWNERSHIP OR PROPERTY RIGHTS IN THE ACCOUNT WHATSOEVER, AND YOU FURTHER ACKNOWLEDGE THAT ALL RIGHTS IN AND TO THE ACCOUNT ARE AND SHALL REMAIN OWNED BY AND BELONG TO MOOD STUDIOS.

5.1 Mood Rewards Program. Users who have registered for a Mood Studios Account and have verified their email address will be eligible for our supplementary membership program (the "Mood Rewards"). Through Mood Rewards, you can accumulate credits (the "Mood Credits") through various activities and enjoy membership benefits corresponding to your tier level, based on your Mood Credits.

5.2 Mood Credits. Mood Credits can be earned and accumulated through various activities, and your Mood Credits are non-transferable and cannot be converted to cash or other monetary equivalents.

5.3 If you breach any provisions of this Section or Terms of Service, we reserve the right to reduce your Mood Credits, or suspend or terminate your Mood Rewards participation without compensation. Please refer to additional rules established by Mood Rewards, as these rules form an integral part of these Terms of Service.

7.1 Various categories of content are available on or through our Services.

7.1.1 User Content refers to text, data, graphics, images, photographs, video or audiovisual content, hyperlinks and any other content uploaded, transmitted or submitted by a User on or through our Services.

7.1.2 Company Content refers to text, data, graphics, images, illustrations, forms, documents, marketing materials, visual design elements, Mood Studios or our licensors' trademarks and logos, Applications and External Developer Applications, and other content made available by Mood Studios on or through our Services, including any Personalizations but excluding User Content.

7.1.3 Personalizations refer to the modifications, designs or enhancements to Company Content resulting from a User's or non-registered user's customization of a Mood Studios character using one of Mood Studios' interactive templates or design tools. For clarity, Personalizations do not include User Content.

8.1 Our Services and Company Content are protected by copyright, trademark, and other intellectual property laws of the United States and international jurisdictions.

8.2 Except as expressly stated in these Terms, Mood Studios and our licensors exclusively own all right, title and interest in and to the Services and Company Content, including all associated intellectual property rights, including any patents, copyrights, trademarks, service marks, trade names, database rights, domain name rights, applications for any of the foregoing, moral rights, and trade secret rights ("Intellectual Property Rights").

8.3 Mood Studios will exclusively own all right, title and interest in and to any Personalizations and you hereby waive any and all rights you may have in any Personalizations under copyright law or otherwise. You will not remove, alter, or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying our Services or Company Content.

10.1 By making available any User Content on or through our Services, you hereby grant to Mood Studios a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Content only on, through or by means of our Services. Mood Studios does not claim any ownership rights in any such User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such User Content.

10.2 You acknowledge and agree that you are solely responsible for all User Content that you make available on or through our Services. Accordingly, you represent and warrant that: you either are the sole and exclusive owner of all User Content that you make available on or through our Services or you have all rights, licenses, consents and releases that are necessary to grant to Mood Studios the rights in such User Content as contemplated under these Terms; and neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Mood Studios' use of the User Content (or any portion thereof) on, through or by means of our Services will infringe, misappropriate or violate a third party's Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

12.1 You can communicate and submit comments about content made available on or through our Services ("Comments"). Mood Studios advises you to exercise caution and sound judgment when submitting such Comments. We do not typically monitor, review, or moderate your Comments. Once you complete and submit your Comments on or through our Services, you should not expect to be able to edit your Comments, nor should you expect us to make modifications to, or deletions of, your Comments on your behalf.

12.2 You should be aware that you could be held legally responsible for damages if your Comments are deemed to be defamatory. Without limiting any other terms or conditions of these Terms, Mood Studios may, but has no obligation to, monitor or moderate Comments and disclaims any and all liability relating thereto. Notwithstanding the foregoing, Mood Studios does reserve the right, in its sole discretion, to remove any Comments that it deems to be inappropriate, unsuitable, or inconsistent with the permitted activities under these Terms.

12.3 We welcome and encourage you to provide feedback, comments, and suggestions for improvements to our Services ("Feedback"). You may submit Feedback by emailing us at [email protected] or through our Feedback system within our Services.

12.4 You acknowledge and agree that all Feedback will be the sole and exclusive property of Mood Studios, and you hereby irrevocably assign to Mood Studios and agree to irrevocably assign to Mood Studios all of your right, title, and interest in and to all Feedback, including without limitation all worldwide Intellectual Property Rights therein. Furthermore, we have no obligation to provide compensation for any Feedback. At Mood Studios' request and expense, you will execute documents and take such further acts as Mood Studios may reasonably request to assist Mood Studios to acquire, perfect, and maintain its Intellectual Property Rights and other legal protections in the Feedback.

13.1 Mood Studios owns, has licensed, or otherwise has the rights to use all Company Content appearing or originating in the Services, Applications or External Developer Applications, including digital items ("Digital Items") and digital currency ("Digital Currency"). Digital Items and Digital Currency are provided solely for your personal entertainment use, may only be used in Applications or External Developer Applications, and have no monetary value in the real world. By purchasing or receiving Digital Items and Digital Currency, you receive only a limited license to use them in Applications or External Developer Applications subject to these Terms or such other terms as may apply; Digital Items and Digital Currency are not your personal property and no ownership interest is transferred to you. The pricing for and the quantities and types of Digital Items and Digital Currency available may be changed at any time without notice. Digital Items and Digital Currency that you receive may also be modified or discontinued at any time without notice.

13.2 You cannot sell, transfer, or attempt to sell or transfer Digital Items or Digital Currency, except that where permitted you can exchange, within the Services, Applications, and External Developer Applications, those Digital Items and Digital Currency that cannot be purchased with real money ("Tradeable Items") for other Tradeable Items provided that no money or anything of monetary value is paid or given for Tradeable Items; any other purported or attempted exchange is strictly prohibited. Digital Items and Digital Currency may never be redeemed by you for real money, goods, merchandise, services, or anything of monetary value from Mood Studios or any other party.

14.1 YOU ACKNOWLEDGE THAT IF YOU ARE UNDER 13 YEARS OF AGE OR THE AGE OF MAJORITY IN YOUR JURISDICTION, YOU MAY MAKE PURCHASES ONLY WITH PARENTAL OR LEGAL GUARDIAN INVOLVEMENT, AND YOU CONFIRM THAT YOUR PARENT OR LEGAL GUARDIAN HAS REVIEWED, UNDERSTOOD, AND CONSENTED TO THESE TERMS.

14.2 You may purchase, with real money, limited licenses to use Digital Items or Digital Currency from Mood Studios in accordance with these Terms, and you agree that all such purchases are final. If you order licenses for Digital Items or Digital Currency from Mood Studios that become unavailable before they can be provided to you, your only remedy is to request a refund of the purchase price from the payment processor of the transaction. Your orders for limited licenses to Digital Items or Digital Currency are offers for use of those Digital Items or Digital Currency, and if accepted those Digital Items or Digital Currency will be immediately downloaded to your Account. You expressly consent to the provision of Digital Items and Digital Currency immediately upon acceptance of your order.

14.3 If you are a resident of the European Union and you purchase limited licenses to Digital Items and Digital Currency from us, the right to withdraw from such purchases within 7 working days of the date of purchase ("Withdrawal Period") may be available to you; however, this right of withdrawal will not apply where our performance begins before the end of the Withdrawal Period. Therefore, you expressly agree and understand that if you order limited licenses to Digital Items or Digital Currency from us, your right of withdrawal is forfeited upon acceptance as performance begins immediately on acceptance. You understand and agree that Mood Studios provides no refunds for any purchases except as expressly stated in these Terms.

16.1 Providers of operating software for mobile and desktop devices ("OS Providers") offer digital storefronts and marketplaces for you to browse, locate and download, among other things, mobile or desktop applications. If you download Applications or External Developer Applications from a digital storefront or marketplace operated by your OS Provider, please note that, in addition to complying with these Terms (and the terms and conditions of any applicable External Developer), you must also comply with the terms and conditions of such digital storefront or marketplace, such as, for example, Apple's App Store or Google Play.

16.2 Regarding External Developers, although Mood Studios is not a party to any license between you and any External Developers with respect to External Developer Applications, you acknowledge and agree that Mood Studios is a third-party beneficiary of each such External Developer Application's end user license agreement. You also agree that, upon your acceptance of the terms and conditions of the license to any such External Developer Application, Mood Studios, as a third-party beneficiary, will have the right (and will be deemed to have accepted the right) to enforce such license against you.

17.1 You are solely responsible for your interactions (including any disputes) with other Users. Even if we choose to offer report user, block user, or similar features on our Services, you will remain solely responsible for, and you must exercise caution, discretion, common sense, and judgment in, using our Services and sharing personal information with other Users. You agree to take reasonable precautions in all interactions with other Users, particularly if you decide to meet a Mood Studios User offline or in person. Your use of our Services, Company Content, User Content and any other content made available through our Services is at your sole risk and discretion and Mood Studios hereby disclaims any and all liability to you or any third party relating thereto.

17.2 Mood Studios reserves the right to contact Users, in compliance with applicable law, to evaluate compliance with these Terms and any other applicable Guidelines. You will cooperate fully with Mood Studios to investigate any suspected unlawful, fraudulent, or improper activity, including, without limitation, granting authorized Mood Studios representatives access to any password-protected portions of your Account.

18.1 You agree not to engage in any of the following while using our Services, Company Content, or User Content:

• (a) Post, upload, publish, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that: infringes, misappropriates or violates a third party's Intellectual Property Rights, or rights of publicity or privacy;
• (b) Violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; is fraudulent, false, misleading or deceptive; or is defamatory, obscene, pornographic, vulgar or offensive; or promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; or is violent or threatening or promotes violence or actions that are threatening to any other person; or promotes illegal or harmful activities or substances;
• (c) Use, display, mirror, frame or utilize framing techniques to enclose our Services, or any individual element or materials within our Services, Mood Studios' name, any Mood Studios or Mood Studios licensor's trademark, logo or other proprietary information, the content of any text or the layout and design of any page or form contained on a page, without Mood Studios' express written consent;
• (d) Access, tamper with, or use non-public areas of our Services, Mood Studios' computer systems, or the technical delivery systems of Mood Studios' providers;
• (e) Attempt to probe, scan, or test the vulnerability of any Mood Studios system or network or breach any security or authentication measures;
• (f) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Mood Studios or any of Mood Studios' providers or any other third party to protect our Services or Company Content;
• (g) Attempt to access or search our Services or Company Content, or download Company Content from our Services, through the use of any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by Mood Studios or other generally available third-party web browsers;
• (h) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
• (i) Use any meta tags or other hidden text or metadata utilizing a Mood Studios or Mood Studios licensor's trademark, logo URL or product name without Mood Studios' express written consent;
• (j) Use our Services or Company Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms;
• (k) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use our Services or Company Content to send altered, deceptive or false source-identifying information;
• (l) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide our Services or Company Content;
• (m) Collect or store any personally identifiable information from our Services, or from other users of our Services, without their express permission;
• (n) Impersonate or misrepresent your affiliation with any person or entity;
• (o) Violate any applicable law or regulation;
• (p) Encourage or enable any other individual to do any of the foregoing;
• (q) Post User content or take any action that infringes or violates the rights of another User;
• (r) Bully, harass or intimidate any User of the Services;
• (s) Solicit User login credentials from another User or collect User content or otherwise access the Services by automated means;
• (t) Create an Account for anyone other than yourself;
• (u) Use your User profile for personal commercial gain;
• (v) Use cheats, exploits, hacks, bots, modifications or third-party software designed to gain an advantage over other Users, or modify or interfere with the Service;
• (w) Abuse or exploit a bug, glitch or mechanism in the Service;
• (x) Engage in any fraudulent behavior, including but not limited to payment fraud or financial misappropriation;
• (y) Post spam or repost removed content in the official Mood Studios Communities;
• (z) Engage in unsportsmanlike behavior, including account sharing or allowing others to use your login credentials.

18.2 Mood Studios will have the right to investigate and prosecute violations of any of the above, including Intellectual Property Rights infringement and Services security issues, to the fullest extent of the law. Mood Studios may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms.

18.3 You acknowledge that Mood Studios has no obligation to monitor or record your access to or use of our Services or Company Content, or to monitor, record, or edit any User Content, but agree that we have the right to do so for the purpose of operating our Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. You acknowledge and agree that you have no expectation of privacy concerning uploads, transmissions, or submissions of any User Content.

18.4 Mood Studios reserves the right, at any time and without prior notice, to remove or disable access to any User Content that Mood Studios, in its sole discretion, considers to be in violation of these Terms or otherwise harmful to our Services. We encourage Users to report any suspected misconduct or misuse of our Services by sending us an email to [email protected].

19.1 Our Services may contain links to third-party websites or resources. You acknowledge and agree that Mood Studios is not responsible or liable for:

• (a) the availability or accuracy of such websites or resources; or
• (b) the content, products, or services on or available from such websites or resources.

Links to such websites or resources do not imply any endorsement by Mood Studios of such websites or resources or the content, products, or services available from such websites or resources.

19.2 You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources. If you elect to use our Services on mobile or desktop carrier networks, such carrier's standard billing rates will apply. In addition, certain content, products, and services available via our Services may include materials from third parties, including External Developer Applications.

19.3 You agree that Mood Studios is not responsible for examining or evaluating third-party content, or such content's accuracy, and Mood Studios does not warrant and will not have any liability or responsibility for any External Developer Applications, or for any other materials, products, or services of third parties.

19.4 You agree that you will not use any External Developer Applications, or other third-party materials, in a manner that would infringe or violate the rights of any other party, and that Mood Studios is not in any way responsible for any such use by you.

21.1 Without limiting other remedies, Mood Studios may at any time suspend or terminate your Account and refuse to provide access to our Services if Mood Studios suspects or determines, in its own discretion, that you may have or there is a significant risk that you have:

• (a) failed to comply with any provision of these Terms or any policies or Guidelines established by Mood Studios; or
• (b) engaged in actions relating to or in the course of using our Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, Users, Mood Studios or any other third parties or our Services; or
• (c) infringed the proprietary rights, rights of privacy, or Intellectual Property Rights of any person, including as a repeat infringer.

21.2 In addition, Mood Studios may notify authorities or take any other actions it deems appropriate, without notice to you, in the event of any of the above. You may terminate your Account at any time and for any reason by sending an email to [email protected].

22.1 Upon termination of your Account for any reason by you or us, you will lose all access to such account. Terminated Accounts cannot be reinstated; any Account that may be registered by you after termination of an Account is a new and separate account.

22.2 If your Account is terminated for any reason by you or us, you understand and agree that any Digital Items to which you had access via your Account at the time of termination will be lost and no longer be available to you, and you will have no right to them. If your Account is terminated for any reason by you or us, you understand and agree that Mood Studios may utilize the Digital Currency in the Account at the time of termination for any purpose that it may choose, and that on termination you will have no right to that Digital Currency. In addition, if there is no activity in your Account for 3 years (Dormant Account), you understand and agree that:

• (a) Mood Studios may utilize the Digital Currency in the Dormant Account at such time for any purpose that it may choose, and that on the account becoming a Dormant Account you will have no right to that Digital Currency; and
• (b) any Digital Items to which you had access via the Dormant Account up to the account becoming a Dormant Account will be lost and no longer be available to you, and you will have no right to them.

22.3 YOU AGREE THAT MOOD STUDIOS IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED DIGITAL ITEMS OR DIGITAL CURRENCY IN A DORMANT ACCOUNT OR THAT WAS IN A TERMINATED ACCOUNT, REGARDLESS OF HOW SUCH TERMINATION OR DORMANCY OCCURRED. After any termination, you understand and acknowledge that we will have no further obligation to provide our Services and all licenses and other rights granted to you by these Terms will immediately cease. Mood Studios will not be liable to you or any third party for termination of our Services or termination of your use of our Services.

22.4 UPON ANY TERMINATION OR SUSPENSION OF YOUR ACCOUNT, ANY CONTENT, MATERIALS, OR INFORMATION (INCLUDING USER CONTENT) THAT YOU HAVE SUBMITTED ON OUR SERVICES OR THAT WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU. Furthermore, Mood Studios will have no obligation to maintain any information stored in our database related to your Account or to forward any information to you or any third party. Any suspension, termination or cancellation will not affect your obligations to Mood Studios under these Terms (including, without limitation, proprietary rights, and ownership, indemnification, and limitation of liability), which by their sense and context are intended to survive such suspension, termination, or cancellation.

30.1 You consent to the use of: (i) electronic means to complete these Terms and to deliver any notices or other communications permitted or required hereunder; and (ii) electronic records to store information related to these Terms or your use of our Services.

30.2 Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given: (i) by Mood Studios via email (in each case to the address that you provide) or (ii) by posting on or through our Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

31.1 The failure of Mood Studios to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Mood Studios.

31.2 Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.

31.3 You agree that (i) these Terms are intended to cover any External Developer who is an affiliate of Mood Studios LLC ("Affiliate Developer"); (ii) your obligations to Mood Studios under these Terms extend to Affiliate Developers as applicable unless otherwise agreed under any External Developer Terms with any such Affiliate Developer; and (iii) Affiliate Developers are third party beneficiaries under these Terms who may rely on and directly enforce these Terms against you as such.