2. The Services

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The Services constitute a technology platform that enables users of Wowzi mobile applications or websites provided as part of the Services (each, an “Application”) for Advertisers to develop Social Media Marketing Campaigns and to procure the Services of a creator who would execute Marketing Services based on the information provided by Users (the “Services”). Unless otherwise agreed by Wowzi in a separate written agreement with you, the Services are made available solely for your personal use.

YOU ACKNOWLEDGE THAT WOWZI DOES NOT PROVIDE SOCIAL MEDIA MARKETING CAMPAIGNS OR MARKETING SERVICES OR FUNCTION AS AN ADVERTISER OR CREATOR AND THAT ALL SUCH SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY WOWZI OR ANY OF ITS AFFILIATES.

LICENSE

Subject to your compliance with these Terms, Wowzi grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, non- commercial use. Any rights not expressly granted herein are reserved by Wowzi and Wowzi’s licensors.

RESTRICTIONS

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Wowzi; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

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PROVISION OF THE SERVICES

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You acknowledge that portions of the Services may be made available under Wowzi various brands or request options. You also acknowledge that the Services may be made available under such brands or request options by or in connection with: (i) certain of Wowzi’s subsidiaries and affiliates; or (ii) independent Third Party Providers, including Marketing Companies or Media House and Network company advertisers, creators or individuals and/or companies with similar permits, authorizations or licenses. 

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THIRD PARTY SERVICES AND CONTENT

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The Services may be made available or accessed in connection with third party services and content (including advertising) that Wowzi does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Wowzi does not endorse such third party services and content and in no event shall Wowzi be responsible or liable for any products or services of such third party providers.

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OWNERSHIP

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The Services and all rights therein are and shall remain Wowzi’s property or the property of Wowzi’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Wowzi’s company names, logos, product and service names, trademarks or services marks or those of Wowzi’s licensors.

3. Your Use Of The Services

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USER ACCOUNTS

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In order to use most aspects of the Services, you must register for and maintain an active personal user Services account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to Wowzi certain personal information, such as your name, address, mobile phone number, and age, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or Wowzi’s termination of these Terms with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Wowzi in writing, you may only possess one Account.

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USER REQUIREMENTS AND CONDUCT

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The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive services from Third Party Providers unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes (e.g., no dissemination of unlawful or hazardous materials). You will not, in your use of the Services, cause nuisance, annoyance, inconvenience, or personal damage, whether to the Third Party Provider or any other party. In certain instances, you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.

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USER-PROVIDED CONTENT

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Wowzi may, in Wowzi’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Wowzi through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to Wowzi, you grant Wowzi a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Wowzi business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

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You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Wowzi the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Wowzi’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

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You agree to not provide User Content that is defamatory, libellous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Wowzi in its sole discretion, whether or not such material may be protected by law. Wowzi may, but shall not be obligated to, review, monitor, or remove User Content, at Wowzi’s sole discretion and at any time and for any reason, without notice to you.

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NETWORK DEVICES AND ACCESS

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You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device and you shall be responsible for such rates and fees. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Wowzi does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. 

4. Payment

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The creator understands that use of the Services may result in charges to the creator  for the services or goods received from a Third Party Provider (“Charges”). Upon the creator’s  request to access certain services obtained through the use of Wowzi, Wowzi will facilitate the  payment of the applicable Charges on behalf of the Third Party Provider as such Third Party Provider’s limited payment collection agent. Payment of the Charges in such manner shall be considered the same as payment made directly by the Creator  to the Third Party Provider. Charges may include other applicable fees, including a booking fee, processing fees, and will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable unless otherwise determined by Wowzi. 

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Wowzi will make payments for delivery of the services or goods. In certain circumstances, in which payments are delayed for any reason whatsoever, the Creator  is  required to contact Wowzi through emailing support@wowzi.co or via the in-app support chat for any assistance. The creator  agrees that breach of this term may lead to suspension or termination of services and access on the Wowzi Platform and Wowzi shall without prejudice be at liberty to exercise any available remedies under the Law including but not limited to indemnification to Wowzi for any costs incurred as a result of breach of this provision.

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Wowzi reserves the right to establish, remove and/or revise Charges for any or all services obtained through the use of the Services at any time in Wowzi’s sole discretion. Further, the Creator acknowledges and agrees that Charges applicable in certain geographical areas may increase substantially during times of high demand. Wowzi will use reasonable efforts to inform the Creator  of Charges that may apply, provided that the Creator  will be responsible for Charges incurred under their Account regardless of their  awareness of such Charges or the amounts thereof. Wowzi may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and the Creator  agrees that such promotional offers and discounts, unless also made available to them, shall have no bearing on the Creator’s use of the Services or the Charges applied to them. The Creator may elect to cancel their request for services from a Third Party Provider at any time prior to such Third Party Provider’s acceptance, in which case the Creator  may be charged a cancellation fee. This payment structure is intended to fully compensate the Third Party Provider for the services provided.

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REMITTANCE OF TAXES

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All payments made are subject to the relevant tax laws and at rates stipulated in the relevant tax laws of the jurisdiction where the creator is based. Creators in Kenya will receive the income net of the Withholding Tax and issued with a Withholding Certificate as evidence of the tax deduction. 

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Creators in other countries shall receive gross pay but be liable for filing the relevant taxes payable by them. Wowzi shall not bear any liability for tax evasion or failure to meet their tax obligations in the said circumstances.

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PAYMENT METHODS
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All charges are due immediately and payment will be facilitated by Wowzi using the preferred payment method designated in the Creator’s Account, after which Wowzi will send the Creator a receipt by email. If the Creator’s  primary account payment method is determined to be expired, invalid or otherwise not able to be charged, the Creator agrees that Wowzi may, as the Third Party Provider’s limited payment collection agent, use a secondary payment method in the creator’s  account, if available.

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5. Disclaimers; Limitation of Liability; Indemnity

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DISCLAIMERS

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THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WOWZI DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, WOWZI MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. WOWZI DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

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LIMITATION OF LIABILITY

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WOWZI SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF WOWZI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WOWZI SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF WOWZI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WOWZI SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND WOWZI’S REASONABLE CONTROL.

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YOU ACKNOWLEDGE THAT THIRD PARTY MARKETING PROVIDERS PROVIDING MARKETING PLATFORM AND CAMPAIGN SERVICES REQUESTED THROUGH SOME REQUEST BRANDS MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED.

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WOWZI’S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE MARKETING SERVICES OR CAMPAIGNS WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT WOWZI HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY MARKETING SERVICES, OR CAMPAIGNS PROVIDED TO YOU BY THIRD-PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

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THE LIMITATIONS AND DISCLAIMER IN THIS SECTION 5 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

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INDEMNITY

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You agree to indemnify and hold Wowzi and its officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Wowzi’s use of your User Content; or (iv) your violation of the rights of any third party, including Third-Party Providers.

6. Governing Law; Arbitration

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Except as otherwise set forth in these Terms, any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the Services, Payments or these Terms, including those relating to its validity, its construction or its enforceability (any “Dispute”) shall be first referred for resolution through support@wowzi.co. It is understood and agreed that these Terms shall be exclusively governed by and construed in accordance with the laws of The United Kingdom. Any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the Services or these Terms, including those relating to its validity, its construction or its enforceability (any “Dispute”) shall upon failure of resolution by support@wowzi.co be mandatorily submitted under the rules of or by the LCIA, the London Court of International Arbitration, the London Court of Arbitration or the London Court, the parties thereto shall be taken to have agreed in writing that any arbitration between them shall be conducted in accordance with the LCIA Rules or such amended rules as the LCIA may have adopted hereafter to take effect before the commencement of the arbitration and that such LCIA Rules form part of their agreement (collectively, the “Arbitration Agreement”). These LCIA Rules comprise this Preamble, the Articles, and the Index, together with the Annex to the LCIA Rules and the Schedule of Costs as both from time to time may be separately amended by the LCIA (the “LCIA Rules”).

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7. Other Provisions

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CLAIMS OF COPYRIGHT INFRINGEMENT

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Claims of copyright infringement should be sent to Wowzi’s designated agent. Please visit Wowzi’s web page at www.wowzi.co for the designated address and additional information.

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NOTICE

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Wowzi may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to Wowzi by written communication to Wowzi's address.

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GENERAL

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You may not assign or transfer these Terms in whole or in part without Wowzi’s prior written approval. You give your approval to Wowzi for it to assign or transfer these Terms in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of Wowzi’s equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, Wowzi or any Third Party Provider as a result of the contract between you and Wowzi or use of the Services.

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If any provision of these Terms is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity, and enforceability of the other provisions in these Terms shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of these Terms. These Terms constitute the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In these Terms, the words “including” and “include” mean “including, but not limited to.”

8. Advertising on Wowzi limits the following:

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a. Alcohol Content: The target audience is restricted to the age of appropriation [18 and over] and are entirely prohibited in some countries, including, but not limited to Gambia, Egypt, Afghanistan, Brunei, Bangladesh, Kuwait, Libya, and Turkey. Age appropriation and other policies regarding alcohol marketing and distribution must be adhered to as per government regulations in your locale.

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b. Discriminatory Practices: Ads must not discriminate or encourage discrimination against people based on personal attributes such as race, ethnicity, colour, national origin, religion, age, sex, sexual orientation, gender identity, family status, disability, medical or genetic condition.

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c. Government and Social Affairs: Government advertisements and Social Issues which include community based developments, economic processes and societal trends are allowed with the condition that they bear factual information and do not contain misleading information.

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d. Pharmaceuticals: Prescription medication is prohibited be promoted through Wowzi. Over-the-counter drugs on the other hand are permitted as long as they comply with the local government regulation.

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e. Political Content:

• This includes an ad that:

1. is made by, on behalf of or about a candidate for public office, a political figure, a political party, a political action committee or advocates for the outcome of an election to public office; or

1. is about any election, referendum or ballot initiative, including "get out the vote" or election information campaigns; or

1. is about any social issue in any place where the ad is being run; or

1. iv. is regulated as political advertising

• Political campaigns are allowed on this platform as long as they comply with the following terms:

1. They must display factual information about their past accomplishments and their present fulfilled agenda.

1. They must not contain prejudice against any political rival or acquaintance. Under-the-belt politics will not be endorsed.

1. Your disclaimer must accurately represent the name of the entity or person responsible for the ad.

1. Your disclaimer must not include URLs or acronyms unless URLs or acronyms make up the name of the organisation, which must also be accurately reflected on the website provided

1. Your disclaimer must not include profanity, objectionable language or unrecognisable words or phrases.

1. Your disclaimer must not wrongfully imply that a foreign leader is responsible for the ad.

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f. Inappropriate Content: Sexual content, gambling, cryptocurrency, spyware or malware, drug and drug paraphernalia, copyright and trademark infringement, counterfeit goods, unauthorized ticket sales and weapons and weapons accessories are prohibited.

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See the description under “Inappropriate content for further details”

9. Inappropriate Content

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a. Sexual Content: Sexual content is prohibited from this channel, including and

not restricted to:

• Pornography
• Escort services and prostitution
• Full and partial nudity
• Modelled clothing that is sexual in nature
• Dating sites which focus on facilitating sexual encounters or infidelity
• Dating sites in which money, goods or services are exchanged in return for a date

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b. Gambling Content: Gambling content is prohibited in and around the wowzi platform.

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c. Cryptocurrency: Promotion of trading or mining any cryptocurrency is prohibited.

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d. Drug and Drug Paraphernalia: Promotion of any illegal substances according to local state laws is prohibited. This includes and is not limited to: illegal drugs, recreational and herbal drugs, accessories associated with drug use, drug dispensaries, and depictions of hard drug use

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e. Trademark and Copyright Infringement: International trademark and copyright laws must be adhered to when driving any campaign so as not do display:

• Content that misleads users about the advertiser’s brand affiliation.
• Links, images, or other embedded media that could create user confusion regarding the advertiser's brand affiliation.
• Promoted Trend names that feature third-party names in a way that could mislead users about the advertiser’s brand affiliation.

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f. Weapons and Weapon Accessories: Promotion of gadgets that pose a danger to the safety of its user and those in their surrounding is prohibited. Weapons and their accessories, in particular, are not allowed.