TERMS AND CONDITIONS

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Effective Date: August 8 2025
Last Updated: August 8 2025

1. ACCEPTANCE OF TERMS

Welcome to Noticed ("we," "us," "our," or the "Company"), operated by Noticed LLC, located at 1128 Bradley Dr, Franklin, TN. By accessing or using the Noticed mobile application (the "App"), website at www.noticedapp.com (the "Website"), and related services (collectively, the "Services"), you agree to be bound by these Terms and Conditions ("Terms"), our Privacy Policy, and all applicable laws and regulations.

If you do not agree with any of these Terms, you are prohibited from using or accessing our Services.

2. DEFINITIONS

"User" means any individual or entity that accesses or uses the Services.

"Talent" means Users operating in Talent Mode, including but not limited to models, influencers, content creators, artists, performers, and athletes.

"Host" means Users operating in Host Mode, including but not limited to event organizers, businesses, brands, individuals, high net worth individuals, photographers, agencies, nightclubs, and venues.

"Event" means any engagement, booking, or opportunity posted on the platform by a Host.

"Booking" means a confirmed agreement between a Host and Talent for services.

"Noticed Verification" means our proprietary verification process for User identity and credentials.

"Wallet" means the in-app payment account associated with each User profile.

"Balloons" means the in-app currency used for certain platform features.

3. ELIGIBILITY AND ACCOUNT REGISTRATION

3.1 Age Requirements

You must be at least 18 years old to use the Services. By using the Services, you represent and warrant that you meet this age requirement.

3.2 Account Creation

To access certain features of the Services, you must create an account by:

Signing in through Instagram or email
Providing accurate, current, and complete information including full name, date of birth, and city
Selecting a primary mode (Talent or Host) and relevant subcategory
Maintaining the security of your account credentials

3.3 Account Responsibilities

You are responsible for:

All activities that occur under your account
Maintaining the confidentiality of your login credentials
Immediately notifying us of any unauthorized use of your account
Ensuring all information in your profile remains accurate and current

4. USER MODES AND PROFILE REQUIREMENTS

4.1 Talent Mode Requirements

Complete at least 75% of profile information before applying for Events
Successfully complete Noticed Verification before booking eligibility
Maintain accurate availability and scheduling information
Provide truthful portfolio and experience information

4.2 Host Mode Requirements

Complete at least 65% of profile information before hosting Events
Successfully complete Noticed Verification before creating Events
Provide accurate event details and compensation information
Maintain sufficient funds for Event payments

4.3 Mode Switching

Users may switch between Talent and Host modes, subject to completing the respective profile and verification requirements for each mode.

5. NOTICED VERIFICATION

5.1 Verification Process

All Users must complete Noticed Verification to access full platform functionality. This process may include:

Identity verification through government-issued ID
Background checks where applicable
Portfolio or credential verification
Business verification for Host accounts

5.2 Verification Standards

We reserve the right to:

Approve or deny verification at our discretion
Request additional documentation
Revoke verification status for Terms violations
Periodically re-verify Users

6. EVENTS AND BOOKINGS

6.1 Event Types

Hosts may create:

Paid Events: Direct hiring with compensation
Free Events: Open events requiring Balloon purchase
Invite Only Events: Restricted paid events for invited Talent

6.2 Event Creation Requirements

Hosts must provide complete and accurate information including:

Event type, name, date, time, and duration (minimum 1 hour)
Location details
Number and type of Talent required
Compensation details and any perks
Minimum 3 venue photos
Clear event description

6.3 Booking Process

Talent applies for Events after verification
Hosts review applications and select Talent
Confirmed Bookings create binding agreements
Both parties must honor confirmed Bookings

6.4 Check-In/Check-Out Protocol

Talent must check in at Event location via the App
Host confirms Talent arrival
Work hours begin upon mutual confirmation
Talent checks out upon Event completion
Payment processes automatically after checkout

7. PAYMENT TERMS

7.1 Payment Structure

Event costs include: Talent hourly rates × hours worked × number of Talent + 18% Noticed service fee
Payments process through the Noticed Wallet system
Minimum withdrawal amount: $100

7.2 Host Payment Obligations

Hosts must maintain sufficient Wallet balance for Events
Payment is held in escrow during Events
Automatic release upon successful Event completion

7.3 Talent Compensation

Payment received within minutes of Event completion
Subject to successful check-in/check-out process
18% platform fee deducted from gross payment

7.4 Refunds and Disputes

Disputes must be reported within 48 hours
We provide mediation services for payment disputes
Refunds issued only in cases of verified non-performance

8. USER CONDUCT AND PROHIBITED ACTIVITIES

8.1 General Conduct

Users agree to:

Act professionally and respectfully
Honor all confirmed Bookings
Provide accurate information
Communicate through platform channels
Maintain appropriate boundaries

8.2 Prohibited Activities

Users may not:

Create false or misleading profiles
Harass, discriminate, or abuse other Users
Solicit services outside the platform
Share inappropriate or explicit content
Engage in illegal activities
Circumvent platform fees
Use the Services for unauthorized commercial purposes
Violate intellectual property rights
Attempt to manipulate ratings or reviews
Create multiple accounts to evade restrictions

9. CONTENT AND INTELLECTUAL PROPERTY

9.1 User Content

By uploading content to the Services, you:

Grant us a worldwide, non-exclusive license to use, display, and distribute your content
Warrant you own or have rights to all uploaded content
Agree we may use content for marketing purposes
Retain ownership of your original content

9.2 Platform Intellectual Property

All platform elements including but not limited to logos, design, text, graphics, and software are owned by Noticed LLC and protected by intellectual property laws.

10. RATING AND REVIEW SYSTEM

10.1 Review Guidelines

Users may rate and review completed Bookings
Reviews must be honest and based on actual experiences
Inappropriate or false reviews will be removed
Users may not incentivize or coerce reviews

10.2 Reputation Management

Ratings affect User visibility and booking opportunities
We do not guarantee any specific rating outcomes
Users cannot pay to improve or remove ratings

11. LIVE MODE

Live Mode enables immediate, location-based connections. Users acknowledge:

Location services must be enabled
Immediate bookings may have different terms
Standard verification requirements still apply

12. PRIVACY AND DATA PROTECTION

12.1 Data Collection

We collect and process User data as described in our Privacy Policy, including:

Profile information
Location data
Transaction history
Communication records

12.2 Data Usage

We use collected data to:

Facilitate platform operations
Process payments
Improve Services
Ensure safety and security
Comply with legal obligations

13. SAFETY AND SECURITY

13.1 User Safety

We provide verification but cannot guarantee User behavior
Users should exercise caution and judgment
Report suspicious or inappropriate behavior immediately
Meet in public places for initial Events when possible

13.2 Platform Security

We implement reasonable security measures but cannot guarantee absolute security. Users are responsible for maintaining account security.

14. DISCLAIMERS AND LIMITATIONS OF LIABILITY

14.1 Service Disclaimer

THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE SERVICES.

14.2 Relationship Disclaimer

Noticed is a platform facilitating connections. We are not:

An employer of Talent
An agency representing Talent
A party to agreements between Users
Responsible for User actions or performance

14.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTICED LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY.

15. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Noticed LLC, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, or expenses arising from:

Your use of the Services
Your violation of these Terms
Your violation of any third-party rights
Content you post on the platform
Your interactions with other Users

16. TERMINATION

16.1 Termination by Users

You may terminate your account at any time through the App settings. Termination does not relieve you of obligations incurred prior to termination.

16.2 Termination by Noticed

We may suspend or terminate your account for:

Violation of these Terms
Fraudulent or illegal activity
Non-payment of fees
Repeated negative reviews or complaints
Any reason at our sole discretion with notice

16.3 Effect of Termination

Upon termination:

Access to the Services ceases immediately
Pending Bookings may be cancelled
Wallet funds remain accessible for withdrawal (subject to minimum requirements)
Certain provisions of these Terms survive termination

17. DISPUTE RESOLUTION

17.1 Informal Resolution

Users agree to attempt informal resolution of disputes before pursuing formal proceedings.

17.2 Arbitration

Any disputes not resolved informally shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, conducted in Tennessee.

17.3 Class Action Waiver

Users waive the right to participate in class action lawsuits or class-wide arbitration.

18. GOVERNING LAW

These Terms are governed by the laws of the State of Tennessee, without regard to conflict of law principles.

19. MODIFICATIONS TO TERMS

We reserve the right to modify these Terms at any time. Modifications become effective upon posting. Continued use of the Services constitutes acceptance of modified Terms.

20. GEOGRAPHIC RESTRICTIONS

The Services are currently available in the United States with planned expansion to Canada, UK, Mexico, and Colombia. Features and terms may vary by location.

21. THIRD-PARTY SERVICES

The Services may contain links to third-party websites or services. We are not responsible for third-party content or practices.

22. FORCE MAJEURE

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control.

23. SEVERABILITY

If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions continue in full force and effect.

24. ENTIRE AGREEMENT

These Terms, along with our Privacy Policy and any other posted guidelines, constitute the entire agreement between you and Noticed LLC regarding the Services.

25. CONTACT INFORMATION

For questions about these Terms, please contact us at:

Noticed LLC
1128 Bradley Dr
Franklin, TN
Email: legal@noticedapp.com
Website: www.noticedapp.com