USER-GENERATED CONTENT TERMS

Effective date: October 29, 2021

PLEASE READ THESE USER-GENERATED CONTENT TERMS CAREFULLY.

With a view to promoting Hily Dating App. and making experience of our users with the app better, Hily Corp. (further "Company") asks for the permission from users to use their Social Media Content by writing the request ("Request") in the comments under the post with the respective Content. Such Request shall be deemed to be an offer to enter into these User- generated content terms ("UGC-Terms"). The UGC-Terms are the legal contract between you ("You", "Your") and the Company.

1. DEFINITIONS

   "Content" means including but not limited to images, text, designs, illustrations, music, lyrics, photographs, likeliness, videos, audios, voices.

   "Hashtag" means hashtag #hilyshare in the comment in answer to the Request under the respective Social Media post.

   "Personal Data" means including but not limited to first name, last name, email address, username, nickname/screen name, IP address, location, timestamp and information.

   "Related Parties" means executives, employees, affiliates, related companies, agents, licensees, sublicensees, brand partners, production partners, social media platforms, contractors, successors, legal representatives, assigns, third-party service providers and their respective brand partners, marketing or public relations agencies and other affiliates.

   "Social Media" means including but not limited to Facebook, Instagram, YouTube, Twitter, Medium, the Hily App, the Hily website, Snapchat, Vimeo.

2. LICENSE

   • 2.1 By answering to the Request and writing Hashtag in the comment under the Social Media post You are agreeing to the UGC-Terms.
   • 2.2 If You do not agree with any of the UGC-Terms, do not reply to our message to You.
   • 2.3 Subject to clause 2.1 hereof, You grant to the Company and its Related Parties a worldwide, perpetual, irrevocable, royalty-free, fully-paid, non-exclusive, transferable, sublicensable right and license to use, publish, broadcast, transmit, distribute and re-post (i) Your Content and (ii) Your Personal Data that appears together with Your Content, in any manner to be determined in the Company’s or Related Parties’ sole discretion, including but not limited to on webpages and social media pages operated by the Company or Related Parties, in promotional emails and advertisements, and in any and all other marketing, promotional and advertising initiatives, and in any media now or hereafter known.
   • 2.4 You consent that the Company and Related Parties may use, display, reproduce, distribute, transmit, create derivative works from, combine with other materials, alter and/or edit Your Content in any manner in their sole discretion, with no obligation to You whatsoever. No use of Your Content or Your Personal Data related to the Content need be submitted to You for any approval for use by the Company or its Related Parties.
   • 2.5 Notwithstanding the above, the Related Parties will have no obligation to make any use of any of the rights granted by You. The Related Parties may choose to use, use and stop using, reuse or not use Your Content or Name and/or Likeness at any time.
   • 2.6 The Company’s and Related Parties’ use of Your Content or Your Name and/or Likeness does not imply any endorsement, affiliation, joint venture, partnership, employment, or agency relationship with You.
   • 2.7 You hereby waive any right to inspect or approve any use of Your Content or Name and/or Likeness by the Related Parties as permitted hereunder.
   • 2.8 By permitting the use of the Content, You waive (i) any right to review, inspect or approve the use of the Content in any format or media, whether that use is known to You or not; and (ii) any right to royalties or other compensation arising from or related to the use of the Content.
   • 2.9 You will be and remain the owner of all IP-rights, title and interest in and to the Content (subject to the license granted herein).

3. REPRESENTATION AND WARRANTIES

   You represent, attest and warrant that:

   • 3.1 You are the sole owner of all intellectual property and other rights to the Content or have permission from the creator of the Content to grant the right to use the Content;
   • 3.2 You are not a party to and the Content is not a subject to any arrangement which would conflict with the UGC-Terms;
   • 3.3 You are at least 18 (eighteen) years of age or the age of legal majority in Your jurisdiction/state of residence;
   • 3.4 when Company uses Your Content and Personal Data related to the Content, that will not cause any infringement of any intellectual property or other third-party rights;
   • 3.5 Your Content is not confidential, libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, or offensive or otherwise unlawful;
   • 3.6 You have a right to enter into the UGC-Terms with the Company;
   • 3.7 You read and fully understood the meaning and impact of the UGC-Terms;
   • 3.8 You are not an employee, consultant, brand ambassador, or otherwise materially related to the Company, and the Company has not compensated You for Your content.

4. INDEMNITY

   • 4.1 You agree to defend, indemnify, save and hold harmless to the fullest extent permitted by law the Company and the Related Parties from any and all damages, liabilities, costs, penalties, judgments, award, losses or expenses (including reasonable attorney’s fees) in any way relating to, arising out of or resulting from: (i) the Content; (ii) any claim for libel, slander, piracy, plagiarism, invasion of privacy, or intellectual property rights to/in the Content; (iii) Your breach of the Representations and Warranties (as set above); (iv) Your actions both within and outside the scope of the UGC-Terms.
   • 4.2 If requested, You will sign any documentation in such manner and at such location as may be required to protect, perfect or enforce any of the rights You have granted to the Company under the UGC-Terms.

5. LIMITATION OF LIABILITY

   • 5.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY AND ITS RELATED PARTIES BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATING TO THE USE OF THE LICENSE BY THE COMPANY, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM THE USE OF THE LICENSE BY THE COMPANY, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THE COMPANY'S RECORDS, PROGRAMS OR SERVICES. UNDER NO CIRCUMSTANCES WILL COMPANY'S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICE, EXCEED THE GREATER OF $100.
   • 5.2 SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

6. COPYRIGHT POLICY

   • 6.1 If You are a copyright owner or an agent thereof and believe that anything on the sites, social media accounts, marketing and advertisement materials of the Company infringes upon Your copyrights, You may submit a notification of infringement pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that You claim has been infringed; (iii) a description of where the material that You claim is infringing is located on our website (please include URLs to help us identify the material); (iv) Your address, telephone number, and email address; (v) a written statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf. Company's designated Copyright Agent to receive notifications of claimed infringement is:

     Hily Corp.
     Attn: Copyright Compliance Department
     3172 North Rainbow Boulevard #1132,
     Las Vegas, NV 89108
     Email: [email protected]

   • 6.2 UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.

   7. MISCELLANEOUS

      • 7.1 The laws of the State of California, excluding its conflicts of laws rules, govern the UGC- Terms. To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, such action will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, and You hereby irrevocably submit to personal jurisdiction in such courts, and waive any defense of inconvenient forum.
      • 7.2 THE UGC-TERMS MAY BE MODIFIED BY THE COMPANY IN ITS SOLE DISCRETION AT ANY TIME. The Company shall provide notice of any such modification by posting the revised UGC-Terms to own site.
      • 7.3 If any provision or any portion thereof is held illegal, void, invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the remaining provisions will continue in full force and effect, unless otherwise indicated herein.
      • 7.4 The UGC-Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Company without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
      • 7.5 The failure to require performance of any provision will not affect our right to require performance at any time thereafter, nor will a waiver of any breach or default of the UGC-Terms or any provision of the UGC-Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
      • 7.6 Use of section headers in the UGC-Terms is for convenience only and will not have any impact on the interpretation of particular provisions.
      • 7.7 You agree that no joint venture, partnership, employment, or agency relationship exists between You and the Company as a result of the UGC-Terms.
      • 7.8 You may withdraw your consent to the UGC-Terms by submitting a notice of withdrawal to the following e-mail: [email protected]. In such a situation, You should understand that the Company will need a reasonable time to act on Your withdrawal. Upon withdrawing the consent, You shall not be entitled to or shall not claim that you are entitled to any compensation, payment or damages arising from this withdrawal.