NEO-SOCIAL COLLABORATOR TERMS OF SERVICE AGREEMENT

Last update: August 30, 2025

CONTACT

After reviewing this policy, if you have additional questions, want more information about our Collaborator Terms of Service Agreement, or would like to raise any concerns, please contact us by e-mail at Questions@NEO-SOCIAL.app.

1. ABOUT THIS POLICY

These NEO-SOCIAL Collaborator Terms and Conditions (the “Collaborator Terms”) govern the use of the NEO-SOCIAL platform by individuals invited as Collaborators and using our Services in that capacity. Collaborator Services may include Event Design, Event Publishing, Photo Publishing, Ticketing, and Marketing and Advertising Services (as defined in Section 2). These Collaborator Terms set forth the conditions under which you may access and use our Services. For purposes of this Agreement, users of our Collaborator Services are referred to as “you” or “your”.

This Collaborator Agreement and the rights and obligations contained in it are in addition to and separate from our NEO-SOCIAL STUDIO Privacy Policy. Each policy covers a different set of terms. Nothing in this Collaborator Agreement should be interpreted to limit, change, or waive any terms of our NEO-SOCIAL STUDIO Privacy Policy.

Please read this entire Collaborator Agreement and our Event Ticketing section down below thoroughly, as they account for your rights and obligations as a NEO-SOCIAL Collaborator. The entirety of the Collaborator Agreement contains important information regarding our services, payments, refunds, and restricted events, as well as provisions for dispute resolution, including binding arbitration and a class action waiver.

2. NEO-SOCIAL: ABOUT US

2.1 NEO-SOCIAL is a social experience app designed to help Members create a social life that meets their needs and that of those around them.

2.2 NEO-SOCIAL is operated by NEO-SOCIAL LLC, a New York limited liability company (“NEO-SOCIAL,” “we,” “us,” or “our”). In this Collaborator Agreement, those terms refer collectively to NEO-SOCIAL LLC, its developers, and their officers, directors, agents, partners, and employees.

2.3 The NEO-SOCIAL platform functions via two separate portals:

1. NEO-SOCIAL STUDIO: A platform designed for Event Collaborators to create and publish events. The Studio serves as the primary channel through which events are made discoverable to NEO-SOCIAL Members.
2. NEO-SOCIAL Member: The Member-facing portion of the platform where Members browse, discover, and engage with events, among other NEO-SOCIAL elements

2.4 There are several key terms used throughout this Policy that are specific to the NEO-SOCIAL ecosystem. Below are a few important definitions:

a. ‘Members’ are individuals who sign up for our subscription services and hold an active Membership Subscription with NEO-SOCIAL. For the purposes of this Agreement, and solely to describe the rights of those who hold even temporary or limited access to our services, such as platform Guest Pass holders, event ticket holders, or those whose Membership has lapsed but still retain some access, we refer to this collective group as "Members" throughout this Policy.

b. Guests are individuals who access our services temporarily through a Guest Pass, without an active Membership subscription. Guest Passes are time-limited and are intended to provide a sense of the Membership Experience. Each Membership comes with its own Guest Pass for Member distribution.

c. Collaborator (also referred to as a ‘NEO-SOCIAL Studio Member,’ ‘Event Creator,’ or ‘Event Designer’) is any user — including event creators, organizers, venue operators, artists, promoters, and DJs — who is invited to use our Services to publish events for Member discoverability on the NEO-SOCIAL platform. For the purposes of this Agreement, this collective group of users is referred to as ‘Collaborators.’ In this Agreement, ‘Users,’ ‘you,’ or ‘your’ refers to all Collaborators using our Services under described terms.

3. OUR COLLABORATOR AGREEMENT: PURPOSE AND SCOPE

By using the Collaborator Services or registering as a Collaborator, you are agreeing to the terms and conditions of this Collaborator Agreement, our Event Ticketing Terms, and our STUDIO Privacy Policy, without modification, and entering into a binding contract with us that governs your use of the Collaborator Services. Do not use the Collaborator Services or register as a Collaborator if you do not agree to the terms and conditions of this Collaborator Agreement, associated Event Ticketing Terms, and our Privacy Policy.

4. NEO-SOCIAL SERVICES FOR COLLABORATORS

4.1 NEO-SOCIAL provides a suite of services to help Collaborators create, manage, and promote events, while ensuring that all content and activities on the platform are safe, respectful, and in compliance with applicable laws and community standards.

1. Event Design and Publishing Services. Collaborators may create and publish events on the NEO-SOCIAL platform to make them discoverable by Members. Event design may include posters, event descriptions, refund policies, address details, and ticket pricing or variations.
2. Event Ticketing Services. NEO-SOCIAL provides tools for creating and managing event tickets (“Ticketing Services”). Through these services, Collaborators can register attendees and receive payments for their events and conduct guest management practices.
3. Photo Sharing. Collaborators may share or post photos, videos, and other images (“Content”) on the platform in connection with their events and activities.
4. Marketing and Advertising Services. NEO-SOCIAL may, at its discretion, provide marketing and promotional support to Collaborators (“Marketing Services”), as further described in the Marketing Services section below. Such services may also be subject to a separate written agreement.

4.2 A note on use of our specified services: By submitting or publishing any materials on the NEO-SOCIAL platform—including event listings, photos, videos, or other media (“Materials”) — you agree that you are solely responsible for the materials you upload, publish, or share. You must either own the Materials or have secured all necessary rights, licenses, and permissions to use and share them. All Materials must be accurate, not misleading, and must comply with applicable laws and regulations in the jurisdiction where they are posted.

Materials must not promote illegal or harmful activities, substances, or weapons, nor may they be defamatory, obscene, hateful, inflammatory, or otherwise offensive. Materials may not promote discrimination on the basis of race, gender, religion, nationality, disability, sexual orientation, or age. You also agree not to post anything that infringes or violates another party’s intellectual property, privacy, or publicity rights. All Materials must remain respectful and may not be threatening, abusive, harassing, invasive of another’s privacy, or likely to cause undue distress or harm.

Use of our Services is conditional on Collaborators complying with our guidelines. These terms are designed to protect the NEO-SOCIAL community and ensure a respectful environment. NEO-SOCIAL may remove Materials, suspend accounts, or terminate access to the platform if these requirements are violated.

5. MEMBER SERVICES

NEO-SOCIAL is committed to providing Members with a consistently high standard of service and experiences. Collaborators share in this responsibility when using our platform and are expected to uphold these standards throughout their engagement with our Services. This includes delivering high-quality events, maintaining professional and courteous interactions, engaging with Members in a service-oriented manner, and responding promptly to inquiries or requests from both Members and our Member Services team. Collaborators are also expected to support our Member Services team in facilitating and resolving any Member questions or disputes related to their use of the Services, including issues regarding events and ticketing, in a timely and effective manner. These expectations apply for the entire duration of a Collaborator’s use of the platform and its services.

6. ELIGIBILITY FOR COLLABORATOR SERVICES

6.1 ELIGIBILITY

To use the Collaborator Services, you must: (a) be invited onto the platform as a Collaborator (b) have the authority to enter into this Collaborator Agreement on your own behalf or on behalf of an authorized party using the Collaborator Services; (c) comply with our Collaborator Agreement and all applicable laws; (d) comply with our Privacy Policy (e) comply with our Event Ticketing Terms and Member service expectations, (f) agree to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement (collectively, the “Stripe Agreements,” which Stripe may modify from time to time), and (g) comply with any other required third party agreement, if applicable.

Prohibited Collaborators. By registering for the Collaborator Services and accepting this Collaborator Agreement, you represent and warrant that you are not listed in any high-risk databases, including the MasterCard Member Alert to Control High-Risk Merchants or Visa’s terminated Collaborator file, and that your access to each Card Scheme or Alternative Payment Framework has not been revoked or suspended. If we determine that you fall into any of these categories, you will be considered a “Prohibited Collaborator.”

6.2 ACCESSING THE PLATFORM

The NEO-SOCIAL STUDIO community, which houses Collaborators is an invite only community. When we invite an individual or entity to access a NEO-SOCIAL STUDIO account on our platform, it is because you have demonstrated a track record of providing community-building services and we trust your ability to deliver exceptional experiences to our Members. However, as a Collaborator, you are a guest on the platform, and your participation is contingent on your ability to provide adequate service to our Members. We reserve the right to approve or deny your registration for Collaborator Services and may, at our discretion, limit, suspend, or terminate your access, or impose transactional limits on payouts if we determine that your events or processes do not meet our Member service standards. These actions may be taken at any time, for any reason, with or without notice. We also reserve the right to modify eligibility requirements at our sole discretion.

6.3 REGISTRATION AND POST REGISTRATION DATA

During the registration process and throughout the use of our Collaborator Services, we may require you to provide information about yourself, the entity you represent (if any), and the principals/beneficial owners of the entity you represent (if any) (collectively, "Additional Registration Data"). As an example, Additional Registration Data may include current address, doing business as (DBA) names, description of products, website address, bank account or other payment account information, tax identification numbers, date of birth, passport or driver’s license number, country of origin, copies of government identification documents, and other personal information.

We may use this information to verify your identity, the validity and/or legality of your transactions, and/or whether you qualify to use the Collaborator Services. You must: (a) promptly provide accurate and complete information and (b) regularly and quickly update this information to make sure it remains accurate and complete.

6.4 TRUTHFULNESS OF INFORMATION PROVIDED TO MEMBERS

As part of your account setup and event management, you may be asked to provide information that could be shared with NEO-SOCIAL Members. All information you submit must be truthful, accurate, and complete. If any changes or updates occur, you must promptly provide revisions through the appropriate channels, including updating your profile, notifying relevant Members or event ticket holders, and, when applicable, informing NEO-SOCIAL business leaders. All updates must be submitted via the NEO-SOCIAL platform. You may also use other service providers to share updates, but only in addition to — not as a replacement for — updates submitted through our platform.

6.5 DISCLOSURE AUTHORIZATION

We may share Registration Data, additionally gathered Data, and information about events and use of the Services with parties that help us operationalize the NEO-SOCIAL service. This includes but is not limited to our Payment Processor Partners (Stripe), the Card Schemes and Alternative Payment Frameworks (as each are defined below), and with your bank or other financial institution, if the Services involve these third parties. You authorize us to verify your Registration Data and Additional Registration Data and conduct due diligence on you through third parties, including third-party credit reporting agencies.

6.6 YOUR ACCOUNT PROTECTION

For your account’s safety and the protection of data and material transaction we impose the following: you are not entitled to receive any payouts from tickets, registrations, or other items sold through the NEO-SOCIAL platform or our Payment Processor Partners unless and until you provide full and accurate Registration Data and Additional Registration Data when requested. We reserve the right to suspend or terminate your NEO-SOCIAL account and/or your access to the Collaborator Services, and to withhold any payments otherwise due to you, if we believe that your Registration Data or Additional Registration Data is inaccurate or incomplete. Instead, NEO-SOCIAL may hold payment amounts and disperse upon validation of information.

7. EVENT PUBLISHING AND TICKETING ON OUR PLATFORM

THE FOLLOWING SECTION OUTLINES THE SPECIFIC TERMS OF OUR STUDIO COLLABORATOR EVENT TICKETING AGREEMENT. THESE TERMS ARE INCORPORATED INTO, AND FORM PART OF, OUR OVERALL TERMS OF SERVICE. FOR CONVENIENCE AND CLARITY, THEY MAY BE PROVIDED SEPARATELY; HOWEVER, THEY REMAIN LEGALLY BINDING AS PART OF THE FULL TERMS OF SERVICE AND DO NOT OPERATE AS A STANDALONE AGREEMENT.

The below Event Ticketing section explains event publishing and ticketing expectations on NEO-SOCIAL. By publishing or selling tickets through our platform, you agree to abide by the below rules and regulations:

7.1 EVENT PUBLISHING GUIDELINES

To keep NEO-SOCIAL safe and high-quality, all events must follow these rules:

1. Authenticity: Only publish events you are directly organizing or authorized to host.
2. Accuracy: Event details (time, location, ticket price, restrictions) must be clear and truthful.
3. Prohibited Content: Events may not promote violence, hate, harassment, illegal activity, or discriminatory practices.
4. Standards: Events must respect the dignity of our Members and uphold high standards in their planning and execution. Events that put attendees at risk, encourage unsafe behavior, or fail to maintain a professional and welcoming environment are not allowed.
5. Quality Check: NEO-SOCIAL may review events before or after publishing. We reserve the right to remove or suspend events that don’t meet our standards.

7.2 EVENT COMPLIANCE AND LEGAL USE

As the event organizer, you are solely responsible for making sure your event complies with all laws and regulations:

1. Permits & Licenses: Obtain and maintain any required permits, business licenses, or insurance for your event.
2. Alcohol & Age Restrictions: If serving alcohol, you must check IDs and comply with local alcohol service laws. Age-restricted events must clearly disclose entry requirements.
3. Accessibility (ADA): Venues must comply with accessibility laws, ensuring reasonable accommodations for attendees with disabilities.
4. Health & Safety: Follow applicable health codes, fire codes, and venue safety rules.
5. Local Law Compliance: You must follow all laws where your event takes place.

Prohibited Events. you may not post events or engage in activities through the Collaborator Services that violate any applicable law, rule, or regulation; are prohibited under Payment Scheme Rules; contain any Materials that violate this Collaborator Agreement; or are deemed unsafe for Member participation. Any event that meets these criteria will be considered a “Prohibited Event.”

7.3 IN-APP TICKETING SERVICE

Tickets are automatically generated when an event is published, each with a unique registration code for guest management purposes. Collaborators are responsible for ensuring that only legitimate tickets are used at events. For age-restricted events, Collaborators may deny entry to ticket holders who do not meet the required age. In such cases, offering a refund is recommended.

7.4 CONFIRMATIONS FOR TICKETS PURCHASED IN-APP

When a purchase is made by a Member and confirmed through NEO-SOCIAL, we generate a confirmation message and issue a unique ticket confirmation number. You are required to accept, honor, and fulfill all ticketing, registration, merchandise, and donation commitments confirmed through the Services. It is your responsibility to verify each Member’s confirmation number and any event restrictions during event registration and guest check-in. If you are unable to fulfill a confirmed commitment, you must issue a refund for any unfulfilled paid tickets.

8. COLLABORATOR PAYMENT ISSUING AND PAYOUTS

When event proceeds are generated, Collaborators may collect on those proceeds through their NEO-SOCIAL STUDIO accounts.

1. Collaborators must connect and manage payouts through their own Stripe account and can set their own payout schedule. All transactions are subject to Stripe’s terms and applicable banking regulations.
2. If a customer disputes a charge, you will see it reflected in your Stripe account via a note from Stripe or the Member’s banking institution. If the request is upheld, the amount is deducted directly from your account. Refunds must be issued from the Stripe balance associated with the original ticket sales. No outside or substitute funds may be used to process refunds.
3. Collaborators may not use the platform to transfer, conceal, or process funds unrelated to legitimate event transactions. Any attempt to do so may result in suspension or termination of access.
4. Taxes: You are responsible for reporting and paying any taxes on your event revenue.
5. We reserve the right to delay, suspend, or withhold payouts where activity is suspected to be inconsistent with our Terms of Service, platform policies, or applicable laws. Collaborators agree to cooperate with any related review and provide supporting documentation if reasonably requested.

Prohibited Transactions conducted for payout purposes. You may not process, and represent and warrant that you will not submit for processing, any transaction that:

1. Violates or is considered “high risk” (or otherwise restricted) under Payment Scheme Rules, including transactions involving adult content, illegal goods or services, paraphernalia, or gambling;
2. Is fraudulent or criminal in nature;
3. Constitutes a “restricted transaction” under the Unlawful Gambling Enforcement Act of 2006 or Regulation GG; or
4. Is unrelated to your events on the NEO-SOCIAL platform.

For clarity, our payment processing services may only be used for ticket transactions, event registrations, for the sale of event items or solicitation of donations directly related to such events or causes. Any transaction that meets the above criteria is a “Prohibited Transaction.”

9. EVENT TICKETING REFUND AND CANCELLATION POLICIES

1. Event Refund Policy: You must clearly disclose your refund and cancellation policy on each event page. If no policy is provided, Members may request a refund, and you must honor such requests.
2. Rescheduled Events: Tickets remain valid for rescheduled dates. Members may request a refund up to five (5) business days before the new date. Even if your standard policy is no refunds, you must honor these requests. Refunds must be deducted directly from your Payment Processing Account.
3. Cancellations: If you cancel an event, you are responsible for refunding all ticket holders in full within five (5) business days. If delays occur, notify NEO-SOCIAL Member Services so Members can be managed appropriately.
4. Material Changes: For significant changes (e.g., venue change, major artist cancellation), Members may request a refund, even if your standard policy is no refunds.
5. Refunds must be issued within five (5) business days.
6. Members may request a refund up to five (5) days before the event, within 24 hours of a change made less than five days before, or for same-day changes.
7. Refund Amounts: Unless otherwise disclosed in your policy, refunds must be for the full ticket price. Partial refunds may be issued for multi-day events if requested by Members.
8. Multi-Day Events: If you perform only part of a multi-day event, then you must refund a pro-rata portion of the purchase price of each multi-day ticket based on the portion of the multi-day event that was canceled or not performed. For example, if you sell a 3-day ticket to a festival for $150, and cancel 1 day of the festival, you must provide a $50 refund to Members for the canceled day.
9. For same-day changes, Members who cannot attend are still eligible for a refund.
10. Collaborators must promptly communicate material changes and handle refund requests proactively.
11. No-Shows: Attendees who do not show up are not entitled to refunds unless your policy allows it or material changes apply.
12. Disputes & Charge Reversals: You are responsible for handling repayment promptly and fairly. If a payment dispute is filed and your account is found not to be managed responsibly, NEO-SOCIAL may temporarily freeze your account and withhold payouts. If the dispute is upheld, the amount will be permanently deducted, and any refunds issued by the platform on your behalf must be reimbursed.
13. Platform Oversight: Refund obligations apply regardless of whether funds have been paid out. NEO-SOCIAL may suspend, withhold, or reverse payouts in cases of unusual activity or refund failures.
14. You must communicate event detail changes or cancellations through our Services

Note: Credits and Alternative Accommodations: You may not issue credits or alternative accommodations. Only full refunds or pro-rata refunds, whichever is applicable.

9.1 GENERAL ACCOUNTABILITY

NEO-SOCIAL reserves the right to:

• Hold or withhold payouts if these terms are violated.
• Suspend or remove your events from the platform.
• Terminate your collaborator account for repeated or serious violations.

10. SPECIFICATIONS: MEMBER SERVICES RESOLUTION - HANDLING REFUNDS, DISPUTES, AND FAKE TICKETS THROUGH MEMBER SERVICES

NEO-SOCIAL is committed to providing a fair, transparent, and supportive experience for both Members and Collaborators, and we are here to help resolve any issues quickly and equitably. As such, all disputes between Members and Collaborators will be managed through the NEO-SOCIAL Member Services team. Collaborators are responsible for communicating in a timely, reasonable, and thorough manner to support prompt resolution. If a Collaborator fails to meet these obligations in accordance with our high Member service standards, NEO-SOCIAL may proactively resolve the issue by issuing a partial or full refund to the Member and recovering the associated funds from the Collaborators. In those instances, the Collaborator must remit payment to NEO-SOCIAL, or their account may be placed on a payout hold until the obligation is satisfied.

You must maintain open lines of communication with NEO-SOCIAL Member Service at all times and work with us to resolve any ticketing disputes raised by your event ticket holders. NEO-SOCIAL aims to respond to requests within a 24 hour window. If you do not respond within a 48 hour timeframe, NEO-SOCIAL may issue a refund to the Member and request reimbursement from you

11. SPECIFICATIONS: EVENT TICKETING PAYMENT PROCESSING

11.1 PAYMENT PROCESS

Payout Responsibility

• Collaborators are solely responsible for initiating and managing their own payouts through their NEO-SOCIAL account linked to Stripe.
• Payouts are not initially automatic. You must complete the linking and registration process with Stripe before funds can be disbursed. You may set automatic payment after linking NEO-SOCIAL to your Stripe account.
• NEO-SOCIAL does not initiate payouts on behalf of Collaborators.

Account Information

• All payout details (e.g., bank account, payment method preferences) must be entered and maintained by you in Stripe.
• NEO-SOCIAL is not liable for delays, errors, or failed payouts caused by incomplete, inaccurate, or outdated information.
• If you provide incorrect details, you must indemnify and hold NEO-SOCIAL and our Payment Processor Partners harmless for any resulting losses or expenses.

Payout Methods

• Payouts are made only through our Payment Processor Partners.
• You may choose from the available methods (e.g., ACH transfer to a verified account in your name or your business’s name).

Transaction Limits

• For risk management, security, or compliance reasons, we may impose limits on the size or frequency of transactions to comply with IRS reporting requirements or otherwise further tailor your experience and work with you to process additional payments compliantly

Currencies

• All payouts are made in the same local currency in which ticket sales are collected.
• Currency conversion is not supported.

Refunds & Disputes

• If NEO-SOCIAL incurs charges for cancellations, refunds, chargebacks, or other payment disputes, you must fully reimburse us upon demand.
• Prolonged or unresolved disputes may result in losses greater than the original transaction amount.
• By promptly addressing Member refund requests before chargebacks occur, you reduce potential losses and remain obligated to cover any amounts owed.

11.2 NEO-SOCIAL ROLE IN PAYMENT PROCESSING

NEO-SOCIAL functions solely as a ticketing platform and limited payments agent for Collaborators. Event payments are processed exclusively through our third-party Payment Processor Partners, who collect and hold Event Proceeds on behalf of Collaborators. NEO-SOCIAL facilitates these transactions but does not provide banking, deposit, stored value, or other financial services.

11.3 PAYMENT PROCESSOR PARTNERS

As part of the Collaborator Services, we provide tools to help you sell tickets, registrations, and other items to Members interested in your events. To facilitate payments for you, we partner with third-party payment processors and/or Collaborator acquirers (“Payment Processor Partners”).

You and we are subject to the rules and regulations of our Payment Processor Partners. In certain cases, you may be required to enter into separate agreements with our partners (“Payment Processor Agreements”) to receive payments.

When you agree to this Collaborator Agreement or continue to operate as an Collaborator on NEO-SOCIAL, you also agree to the Stripe Connected Account Agreement and the Stripe Services Agreement and any other in-platform Ticketing Service’s Terms of use and Privacy Policy.

To enable payment processing services through Stripe, you must provide us and Stripe with accurate and complete information about yourself and your business, and you authorize us to share this information, along with transaction details, with Stripe through a secure API connection

12. ESCROWS AND RESERVES

We may, at our sole discretion, establish and manage escrow or reserve amounts for Collaborators when necessary to protect Members, uphold service standards, ensure timely delivery of refund processing, or maintain fairness.

13. PAYMENT SCHEME RULES

When you accept payments through NEO-SOCIAL using a third-party Payment Processor, you must comply with all rules and requirements set by the card networks (e.g., Visa, Mastercard, Amex) and any alternative payment methods you use (collectively, the “Payment Scheme Rules”). These rules include, but are not limited to:

1. Submitting only legitimate, bona fide transactions.
2. Using card network logos, trademarks, and branding only as allowed.

Payment Scheme Rules may change over time. You are responsible for following the current rules, and NEO-SOCIAL may update this Agreement to reflect any changes.

14. COMMERCIAL ENTITY AGREEMENTS

If your transactions through NEO-SOCIAL exceed certain thresholds with a card network or payment method, you may be required to sign an additional agreement (“Commercial Entity Agreement”) directly with the relevant Payment Processor or Card Scheme. Typically, this happens if your transactions exceed one hundred thousand dollars ($100,000) with a particular Card Scheme on an annual basis in a given geography. You must accept this agreement to continue receiving payouts. You are not automatically a party to any agreements between NEO-SOCIAL and its Payment Processor Partners or Card Schemes, and you are not a third-party beneficiary of those agreements.

when using NEO-SOCIAL as a ticketing platform, all payments are processed by third-party payment systems like Stripe or card networks. You are not a party to NEO-SOCIAL’s agreements with these payment providers and cannot enforce those agreements. In instances when a third-party system requires that you sign a Commercial Entity Agreement you are bound by that specific agreement. You may find more information on Stripe specific policies here: Stripe Connected Account Agreement, the Stripe Services Agreement.

15. TERMINATION RIGHTS

In addition to other remedies and termination rights available to us, we may terminate any Marketing Services, including any Messaging Campaign or portion thereof, if we believe that it violates this Collaborator Agreement or any other applicable terms or policies, or for any other reason, with or without notice to you.

16. YOUR PUBLISHED MATERIAL ON NEO-SOCIAL SPECIFICATIONS

16.1 As between you and us:

(a) You own and retain all right, title and interest in and to the content you provide to us for the Published Content and all intellectual property rights therein; and

(b) We own and retain all right, title and interest in and to:

• Any content we provide to the Published Content excluding any of your intellectual property rights in and to the Published Content; and

16.2 LICENSE TO PUBLISHED CONTENT

By posting Content on the platform, you grant NEO-SOCIAL LLC a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, display, and perform the Content in connection with the operation, promotion, and improvement of the NEO-SOCIAL platform and related Services. This license is limited to the purposes of enabling NEO-SOCIAL to provide and promote its Services and does not transfer ownership of your Content.

17. TAXES

In most cases, you are responsible for gathering and remitting all taxes to the appropriate governmental authorities. We have the ability to request information and withhold taxes from you in certain instances.

17.1 YOUR TAX RESPONSIBILITY

You are solely responsible for determining, gathering, remitting, and reporting all applicable taxes, fees, duties, levies, and other charges (“Taxes”) arising from your use of the Collaborator Services or sales to Members. This may include, but is not limited to, sales, use, amusement, value-added, goods and services, consumption, and excise taxes.

NEO-SOCIAL may provide tax tools or calculators (“Tax Tools”) for informational purposes only. These Tax Tools do not constitute legal or tax advice, and we do not guarantee they will cover all applicable Taxes. You should consult your own legal and/or tax advisors to ensure compliance.

If Taxes are gathered via Payment Processor Partners, such amounts will be paid to you along with Event Proceeds, and you remain responsible for remitting them to the appropriate Tax Authorities, including all reporting obligations. If a Tax Authority requires NEO-SOCIAL to pay any Taxes on your behalf, you must promptly reimburse us for the full amount, including any related costs, penalties, interest, or expenses.

By using the Collaborator Services, you represent and warrant that any tax registration numbers or other information you provide are true and accurate.

17.2 REQUEST FOR INFORMATION

In certain jurisdictions, we may be required to gather and remit Taxes related to your sales of tickets, registrations, or other items using the Collaborator Services. To determine this, we may request information about your tax status, the nature of your event, or other relevant details when you create an event. You represent and warrant that any information you provide is true and accurate. If a Tax Authority requires us to pay Taxes due to incorrect information you provide, you must promptly reimburse us for the full amount, including any associated costs, penalties, interest, or expenses. Again, you should consult your own legal and/or tax advisors to ensure compliance.

Our Payment Processor Partners may, in certain jurisdictions, be required to gather and remit Taxes on your sales of tickets, registrations, and other items to the Tax Authorities. In such jurisdictions, they will gather from you Taxes, and you must pay such Taxes. You remain responsible for gathering and remitting the correct amount of any Taxes that apply to your use of the Services and to sales you make using the Services including, where applicable, the reporting thereof.

17.3 TAX OBLIGATIONS AND OUR PAYMENT PROCESSING SYSTEM

Tax Responsibilities: In certain jurisdictions, our Payment Processor Partners may be required to collect and remit Taxes on tickets, registrations, or other items you sell through the Platform. If required, they will collect such Taxes from you, and you must pay them. You are solely responsible for providing an accurate, complete, and properly formatted Tax Identification Number (“Tax ID”) to the Payment Processor Partners. Falsifying or misrepresenting information to evade Taxes may result in fines, penalties, or criminal liability, and you must promptly reimburse any out-of-pocket costs or expenses incurred by Payment Processor Partners or NEO-SOCIAL as a result. You remain responsible for determining, collecting, remitting, and reporting the correct amount of any Taxes applicable to your use of the Services and your sales through the Platform. Please note that in some jurisdictions, Payment Processor Partners may not collect or remit Taxes on your sales.

17.4 IRS REPORTING

You, as a Collaborator, are solely responsible for all federal, state, and local taxes arising from your use of the NEO-SOCIAL platform, including the calculation, collection, reporting, and payment of any taxes due. NEO-SOCIAL has no responsibility for your tax obligations, and you are solely responsible for managing all IRS or other tax authority requirements.

In limited circumstances where the law requires, NEO-SOCIAL may report certain information—such as your gross transaction amount, name, address, and Tax Identification Number (TIN)—to the IRS using Form 1099-K. This reporting does not relieve you of your tax obligations, and NEO-SOCIAL’s role is strictly to comply with legal reporting requirements.

You remain responsible for providing accurate tax information, maintaining records, and handling all filings and payments with the IRS or other tax authorities. NEO-SOCIAL is not responsible for filing, paying, or otherwise managing your taxes, and you agree that any failure to meet your tax obligations is solely your responsibility.

17.5 PAYMENT PROCESSOR RIGHT TO WITHHOLD

Our Payment Processor Partners reserve the right to withhold the payment of any amounts that they owe to you and pay such amounts as required by applicable local, state, provincial, national or other law, rule, regulation, judgment or order, in each case as determined by them, or to seek later payment from you of any amounts of Taxes uncollected and unremitted that are related to your events.

18. WARRANTY DISCLAIMERS

THE COLLABORATOR SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WE EXPLICITLY DISCLAIM ANY WARRANTIES OF ANY KIND, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE COLLABORATOR SERVICES OR THE RESULTS OF THE COLLABORATOR SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY AS TO THE USEFULNESS OR THE CAPABILITY OF THE COLLABORATOR SERVICES TO MARKET AND PROMOTE YOU OR ANY OTHER PERSON OR YOUR NEO-SOCIAL EVENTS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT. WE HAVE NO RESPONSIBILITY TO YOU FOR, AND HEREBY DISCLAIM ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY THIRD PARTIES THAT WE REQUIRE TO PROVIDE THE COLLABORATOR SERVICES OR THAT YOU CHOOSE TO CONTRACT WITH WHEN USING THE COLLABORATOR SERVICES.

UNLESS OTHERWISE EXPRESSLY STATED IN THE NEO-SOCIAL ADVERTISING PRACTICES, NEO-SOCIAL DOES NOT INCLUDE ANY GUARANTEED NUMBER OF IMPRESSIONS, CLICKS, SALES, LEADS GENERATED, OR LEADS CLOSED. WE DO NOT GUARANTEE THAT THE NUMBER OF IMPRESSIONS, CLICKS OR CONVERSIONS WILL EQUAL OR BE CLOSE TO THE NUMBER OF INDIVIDUALS WHO PURCHASE TICKETS OR ATTEND THE EVENT.

Some jurisdictions do not allow the exclusion of certain warranties or conditions on, or the limitation of liability for, loss or damage caused by willful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Only those liability and other limitations which are lawful in your jurisdiction (if any) will apply to you, and our liability is limited to the maximum extent permitted by law.

19. SUSPENSION AND TERMINATION OF COLLABORATOR SERVICES; SURVIVAL OF OBLIGATIONS

19.1 NEO-SOCIAL may limit, suspend, or terminate your access to the Collaborator Services and/or your ability to receive payments at any time, for any reason, including if:

1. You become ineligible for the Services or violate any applicable provision, including this Collaborator Agreement, the Privacy Policy, or any other NEO-SOCIAL policy or Member service agreement, including Event Ticketing Terms;
2. Our Payment Processor Partners or Card Schemes refuse to process payments to you or provide services involving you;
3. We are served with legal process seeking to attach or garnish any funds or property in our possession related to you;
4. You grant the right to receive payments to any party other than yourself or a legally authorized proxy; or
5. You are determined to be a Prohibited Collaborator, have organized Prohibited Events, or have processed or submitted Transactions not related to the Services.

19.2 ACCOUNT DELETION

You may stop participating as a Collaborator at any time by deleting your account in accordance with this Collaborator Agreement. However, deleting your account does not release you from your obligations under this Agreement, other applicable NEO-SOCIAL policies, or any other written agreements with us, as further described in Section 4.4 (“Continued Obligations”). You remain bound until all terms are fulfilled, including but not limited to executing any published events for which tickets have been sold, providing the benefits associated with ticket purchases, or otherwise issuing refunds for any future events ticketed through the platform, and separately, securely guarded any Member data as outlined in our STUDIO Privacy Policy.

19.3 EFFECT OF TERMINATION

If your account is terminated, we (through our Payment Processor Partners) will, within a reasonable time, remit any amounts owed to you, provided such payments are permitted under applicable laws, regulations, and orders and that we have the verified account information to process the transaction safely and securely. We may hold funds, as described in Section 5.5 (“Escrows and Reserves”), until we ensure that any refunds, credits, or other payment obligations to NEO-SOCIAL or its Members are satisfied.

Upon termination of your account, NEO-SOCIAL may determine that its obligation to provide Collaborator Services ends immediately.

19.4 CONTINUED OBLIGATIONS

Some terms will still be effective even after termination.

All provisions of this Collaborator Agreement that by their nature should survive termination of your account and/or termination of the Collaborator Services will survive (including your obligations related to Member data safety and security, refunds, payments, and any other payment dispute types.

20. INDEMNIFICATION AND LIMITATION OF LIABILITY

20.1 INDEMNIFICATION

In addition to any other indemnification obligations you may have (including those in the Event Ticket Terms and the STUDIO Privacy Policy), you agree to defend, indemnify, and hold harmless the NEO-SOCIAL Parties (including our affiliates, officers, directors, employees, contractors, licensors, and agents) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ and accounting fees) arising out of or relating to acts and behaviors on or off the NEO-SOCIAL Platform that constitute any of the following:

1. your breach of this Collaborator Agreement or unauthorized use of the Collaborator Services;
2. your unlawful use of the Collaborator Services, including any failure to comply with laws regarding privacy, data protection, unsolicited messages, or spam;
3. Any unknown failure to comply with any tax, permit, license, or insurance requirements applicable to your activities and events
4. Absence of required or appropriate insurance coverage for your activities and events;
5. your Published Content, including any allegation that it infringes or misappropriates the intellectual property, publicity, or other rights of a third party;
6. your Offerings, including any misrepresentation, warranty claims, false advertising, product liability, or the Offering being materially not as described;
7. any personal injury, property damage, or other losses arising out of or relating to your Offerings or events;
8. your Promotions or marketing activities;
9. your use of any Third Party Content or tools;
10. your or our access to, use of, or disclosure of any Member Data connected to your Third Party Accounts; and
11. any other acts or omissions by you in connection with the Collaborator Services.

You agree that NEO-SOCIAL will have the right, at its sole option, to control the defense and settlement of any indemnified claim, and you will cooperate fully as reasonably required. You may not settle any claim without NEO-SOCIAL’s prior written consent.

Exception: You are not required to indemnify the NEO-SOCIAL Parties to the extent that a claim arises from the gross negligence, willful misconduct, or fraud of a NEO-SOCIAL Party.

You acknowledge and agree that NEO-SOCIAL is not responsible for any harm, damages, or losses that may occur to you as a result of Member actions or any third-party interactions related to your events or Offerings.

20.2 LIMITATION OF LIABILITY

NEO-SOCIAL’s total liability to you under this Collaborator Agreement, no matter the cause or legal theory, is limited to the amounts actually paid to NEO-SOCIAL by you for any services under this Agreement within the last three months, if at all.

In no case will NEO-SOCIAL or any fulfillment partner be responsible for special, incidental, punitive, or consequential damages, including lost profits, lost business, loss of data, or the cost of replacing services, even if we knew these damages could occur.

These limitations apply regardless of whether a legal claim is based on contract, warranty, negligence, or any other theory, and they remain in effect even if any specific remedy in this agreement fails to achieve its purpose.

21. REPRESENTATIONS AND WARRANTIES: AUTHORITY

In addition to the representations and warranties throughout this Collaborator Agreement, you represent and warrant to us, on behalf of yourself and the entity you represent (if applicable), that:

1. The entity you represent is properly organized and in good standing under applicable laws;
2. You have all the power and authority necessary to enter into this Collaborator Agreement and to fulfill your obligations;
3. Entering into and performing under this Collaborator Agreement will not cause you to breach any laws, rules, court orders, or other agreements that you must follow; and
4. You have the full authority and legal power to bind the entity you represent to this Collaborator Agreement.

22. CLASS ACTION WAIVER

22.1 You and NEO-SOCIAL agree that you can only make claims individually, not as part of a group or class action, and that in arbitration:

1. your claims cannot be combined with someone else’s.
2. the arbitrator cannot oversee any group or class case.

If a court says specific parts of this Agreement is invalid or unenforceable, the other parts of the Agreement stand.

22.2 WHERE ARBITRATION HAPPENS - Arbitration hearings will happen in the county where NEO-SOCIAL is registered as a business, unless we both agree to a different location. The arbitrator (the neutral person handling the dispute) will have the final say on what this arbitration agreement means and how it applies.

22.3 WHO PAYS FOR ARBITRATION - Each of us is responsible for our own legal fees, unless the arbitrator decides otherwise. The cost of the arbitration itself will be split equally, unless determined differently by applicable laws.

23. MISCELLANEOUS

23.1 INTERPRETATION

The headings and subheadings throughout this Collaborator Agreement, including the bolded, boxed text following each, are for convenience only and will not restrict or affect any provisions, and are not legal guidance. When we say NEO-SOCIAL “may,” we mean it has the right, is permitted, is authorized, or is allowed to do something in this Collaborator Agreement, it means we may, but are not obligated to, exercise the applicable rights or options or take the applicable action, as we determine in our sole discretion. Any determinations, decisions, or beliefs by us under this Collaborator Agreement may be made by us in our sole discretion. As used in this Collaborator Agreement, “including” means “including, but not limited to.” When this Collaborator Agreement says that you “will” take an action, this means that you are agreeing to take the action and that you must take that action. Your obligations, duties, warranties, representations, releases, and waivers throughout this Collaborator Agreement are also the obligations, duties, warranties, representations, releases, and waivers of your Affiliates. Any remedies available to us under this Collaborator Agreement may also be applied by us against your Affiliates.

23.2 ENTIRE AGREEMENT

Except as otherwise stated herein, this Collaborator Agreement, together with the Event Ticketing Terms and STUDIO Privacy Policy, constitutes the entire and exclusive agreement between you and NEO-SOCIAL regarding the Collaborator Services. It supersedes and replaces all prior oral or written proposals, discussions, communications, understandings, or agreements relating to the subject matter of this Collaborator Agreement, except for any written agreement for Collaborator Services signed by an authorized officer of NEO-SOCIAL, unless explicitly stated otherwise

23.3 FORCE MAJEURE

We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including, but not limited to, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, epidemics, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

23.4 NO ASSIGNMENT OR TRANSFER

You may only use, export, import, or transfer the Collaborator Services—including purchasing products or services—if allowed by U.S. law, the laws of your jurisdiction, and any other applicable laws.

You may not assign or transfer this Collaborator Agreement to anyone that has not been pre-approved to conduct business via NEO-SOCIAL. Any attempt to do so without consent will be invalid. Subject to these rules, this agreement is binding on both you and NEO-SOCIAL, and its rights and benefits extend to your team members and anyone associated with your business or activities conducted through NEO-SOCIAL.

23.5 NO RELATIONSHIP CREATED

You acknowledge and agree that, under this Collaborator Agreement, you act solely as an independent user of the NEO-SOCIAL platform. Nothing in this Agreement, including but not limited to indemnification obligations, payout responsibilities, or tax-related provisions, creates any employment, agency, partnership, joint venture, or other formal, permanent, ongoing or long standing legal relationship between you and NEO-SOCIAL.

23.6 TRANSLATION

We may translate this Collaborator Agreement into other languages for your convenience. If there is a conflict between the English version and a translated version, the English version will control.

24. APPLICABLE LAW AND JURISDICTION

For clarity, the Applicable Law and Jurisdiction of the State of New York apply to this Collaborator Agreement.

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25. CHANGES TO THIS COLLABORATOR AGREEMENT

We reserve the right, at our sole discretion, to update or modify this Collaborator Agreement at any time. If we make material changes, we will notify you by email or by posting a notice on our website prior to the change becoming effective. Your continued use of our Services after the effective date of the revised Collaborator Agreement constitutes your acceptance of the terms.