Last Updated: August 27, 2025
THIS TERMS OF USE AGREEMENT FOR BETA LAUNCH (“AGREEMENT”) GOVERNS THE USE OF AND ACCESS TO THE LEADERBOARD-AS-A-SERVICE PLATFORM (THE “SERVICE”) DEVELOPED BY TAKE THE THRONE, LLC (“COMPANY”) IN CONNECTION WITH THE CREATION OF A LEADERBOAD WEBSITE FOR BETA TESTING OF THE SERVICE.
BY CLICKING ON THE “I ACCEPT” BUTTON, SETTING UP AN ACCOUNT, AND/OR ACCESSING OR USING THE SERVICE IN ANY WAY, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY AND TO COMPLY WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. THE TERMS “YOU” OR “YOUR” REFER TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, NAMED AS THE REGISTERED OWNER OF AN ACCOUNT CREATED ON THE SERVICE. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE THE SERVICE.
You may access and use the Service during the beta launch phase, which shall begin on the date that You accept this Agreement and/or first access or use the Service and terminate sixty (60) days after such date (the “Term”). Subject to Your continued compliance with the terms of this Agreement, Company hereby grants to You during the Term (defined below) a non-exclusive, non-transferable, and revocable right to allow its employees to access and use the Service solely to run the video challenge described in more details herein (the “Challenge”).
You agree that Company and its suppliers own and retain all rights, title and interest (including all intellectual property rights) in and to the Service and any upgrades, updates, enhancements, modifications, and derivative works thereof.
You acknowledge and agree that Company may use any comments or suggestions made or provided by You or Your employees related to any errors, problems, defects, or suggestions for changes and improvements to the Service (collectively, “Feedback”) for any lawful purpose without any further compensation. As such, You hereby grant to Company a non-exclusive, transferable, sublicensable (through multiple tiers), royalty-free, fully-paid, perpetual, irrevocable and worldwide right and license to use Feedback for any lawful purpose.
You understand that the Service is evolving and is deployed via a software-as-a-service model. You acknowledge and agree that Company may update the Service with or without notifying You. You may need to update third-party software from time to time in order to use the Service.
Company reserves all rights that are not expressly granted to You in Section 1.2. Without limiting the prior sentence, You may not, and may not permit any other person to:
You must comply with all applicable laws, rules and regulations when using the Service. You are responsible for ensuring compliance with this Agreement by your employees and, for the avoidance of doubt, any breach of this Agreement by any of Your employees will be deemed a breach by You.
As a part of the Service, You may have access to materials that are provided by another party. You agree that it is not possible for Company to monitor such materials and that Your access to these materials is at Your own risk.
In connection with the beta testing, You agree to issue a video challenge to your followers from your Instagram and TikTok social media accounts. You agree to use the Service to create an Account (see Section 4 below) and create a Challenge page (“Leaderboard Website”), including by naming the Challenge, picking two unique hashtags for the Challenge, and uploading a video introducing the Challenge. You agree that there will be no prize awarded in connection with this Challenge. You will ask all participants in the Challenge (“Participants”) to post videos in connection with the Challenge (“Video Responses”) to their non-private Instagram and TikTok accounts using the two pre-determined hashtags. Those Video Responses will be scored based on engagement metrics (likes, shares, comments, etc.) (“Engagement Scores”). Engagement Scores and Video Responses will be shared publicly through the Leaderboard Website on the Leaderboard Website through the duration of the Challenge. Challenges shall not run for more than 14 days.
You shall be responsible for all aspects of the design, administration, and execution of the Challenge, including, without limitation, the manner in which the Challenge is administered and compliance with all applicable laws, rules and regulations (collectively, the “Law”) and social media guidelines and policies, and all other matters arising or resulting from the Challenge. You agree to familiarize yourself with and comply with the applicable Laws pertaining to the design, administration, and execution of the Challenge.
You shall receive all proper consents, rights and licenses from Participants for Company to, and hereby grant Company the right to, reproduce, display, embed and publicly perform the Video Responses on the Leaderboard Website.
You agree to use commercially reasonable efforts to ensure that Participants own or have all necessary rights to post the Video Responses and for Company to post or publish the Video Responses on or in the Service, including any materials contained within the Video Responses (e.g. music, artwork, brand logos). Without limiting the foregoing, you agree to provide clear and conspicuous disclosure to all Participants, both within your introduction video and your social media posts regarding the Challenge that:
You shall indemnify, defend and hold Company, its affiliates and subsidiaries, and the directors, officers, shareholders, members, employees and agents of each of the foregoing harmless from and against any and all liabilities, damages, injuries, claims, suits, judgments, causes of action, and expenses (including reasonable attorneys’ fees, court costs and out-of-pocket expenses) suffered or incurred by Company as a result of: (i) the design, administration, or execution of the Challenge or (ii) any breach of any representation, warranty, or covenant made by You hereunder.
No fees shall be payable under this Agreement for the beta testing rights granted under this Agreement. You acknowledge and agree that this fee arrangement is made in consideration for the mutual covenants set forth in this Agreement, including Your obligations under the disclaimers, exclusions, and limitations of liability set forth herein.
In order to access certain features of the Service You may be required to register an account with Company through the Service (“Account”).
In registering an Account, You agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under Your Account. You agree that You shall monitor your Account to restrict use by any other persons, including minors, and You will accept full responsibility for any such unauthorized use. You may not share Your Account login or password with anyone, and You agree to (y) notify Company immediately of any unauthorized use of Your password or any other breach of security; and (z) exit from Your Account at the end of each session.
Notwithstanding anything to the contrary herein, You acknowledge and agree that You shall have no ownership or other property interest in Your Account, and You further acknowledge and agree that all rights in and to Your Account are and shall forever be owned by and inure to the benefit of Company.
You acknowledge that all content, including information, data, photos, pictures, etc. (“Content”) found on the Service is the sole responsibility of the party from whom such Content originated. This means that You, and not Company, are entirely responsible for all Content that You upload, post, e-mail, transmit or otherwise make available through the Services (“Your Content”), and that You and other users of the Service, and not Company, are similarly responsible for all Content that You and they make available through the Services (“User Content”).
You acknowledge that Company has no obligation to pre-screen User Content, although Company reserves the right in its sole discretion to pre-screen, refuse or remove any User Content. By entering into the Agreement, You hereby provide Your irrevocable consent to Company’s monitoring of Your Content. You acknowledge and agree that You have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Company pre-screens, refuses or removes any of Your Content, You acknowledge that Company will do so for Company’s benefit, not Yours. Without limiting the foregoing, Company shall have the right to remove any of Your Content that violates the Agreement or is otherwise objectionable.
Unless expressly agreed to by Company in writing elsewhere, Company has no obligation to store any Content, including Your Content. Company has no responsibility or liability for the deletion or accuracy of any User Content, including Your Content; the failure to store, transmit or receive transmission of any User Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. Certain portions of the Service may enable You to specify the level at which such Service restrict access to Your Content. You are solely responsible for choosing the appropriate level of access to Your Content. If You do not so choose, the Service may default to the most permissive setting. You agree that Company retains the right to create reasonable limits on the use and storage of User Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits as determined by Company in its sole discretion.
Company does not claim ownership of Your Content. When You post or publish Your Content on or in the Service or provide Content to Company to post or publish on the Service (together, “Your Published Content”), You represent that You own or have all necessary rights to post or publish Your Published Content on or in the Service, including any materials contained within Your Published Content (e.g. music, artwork, brand logos).
Subject to any applicable Account settings that You select, You grant Company a fully paid, royalty-free, worldwide, non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing the Service to you and to our other users. Please remember that other users may search for, see, use, modify and reproduce any of Your Published Content. You agree that You, not Company, are responsible for all of Your Published Content. You may not post a photograph or video of another person without that person’s permission.
“Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. For the avoidance of doubt, the Service and all enhancements and improvements thereto will be considered Confidential Information of Company. Information will not constitute the other party’s Confidential Information if it: (i) is already known by the Receiving Party without obligation of confidentiality; (ii) is independently developed by the Receiving Party without access to or use of the Disclosing Party’s Confidential Information; (iii) is generally publicly known without breach of this Agreement; or (iv) is lawfully received from a third party without obligation of confidentiality. The Receiving Party agrees to hold the Disclosing Party’s Confidential Information in strict confidence and not to use or disclose such Confidential Information to third parties, except as required to perform its obligations or exercise its rights under this Agreement; provided any third parties who accesses such Confidential Information be bound by confidentiality obligations and use restrictions at least as stringent as those herein. In addition, Receiving Party may disclose Disclosing Party’s Confidential Information in response to a valid order by a court or other governmental body, or as otherwise required by law; provided that, to the extent permitted by applicable law, the Receiving Party promptly notifies the Disclosing Party of the order and, if requested, reasonably assists the Disclosing Party (at its expense) to seek an appropriate protective order.
COMPANY PROVIDES THE SERVICE “AS-IS” AND WITHOUT WARRANTY OF ANY KIND. COMPANY AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES OR COVENANTS, WHETHER STATUTORY, EXPRESS, IMPLIED, BY COURSE OF COMMUNICATION OR DEALING, OR OTHERWISE WITH RESPECT TO THE SERVICE. COMPANY AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY WARRANTY WITH REGARD TO TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE OR THE RESULTS OF THE USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE ACCURATE, COMPLETE, OR ERROR FREE. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY DOES NOT PROVIDE LEGAL ADVICE, ESPECIALLY IN CONNECTION WITH THE CHALLENGE, AND COMPANY MAKES NO REPRESENTATION, WARRANTY OR COVENANT WITH RESPECT TO YOUR USE OF OR ANY POSITION TAKEN IN RELIANCE OF INFORMATION PROVIDED HEREIN OR ON THE SERVICE. YOU SHOULD CONSULT WITH INDEPENDENT LEGAL PROFESSIONALS IN CONNECTION WITH THE CHALLENGE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL (I) COMPANY BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT THIS AGREEMENT OR YOUR USE OF THE SERVICE; (II) COMPANY BE LIABLE FOR THE CHALLENGE; AND (III) COMPANY’S TOTAL LIABILITY ARISING UNDER THIS AGREEMENT EXCEED $1,000.
Either party may terminate this Agreement for convenience upon written notice to the other party.
Upon termination of the Agreement: (i) You will cease all use of and access to the Service; (ii) the rights granted under Section 1.2 will immediately terminate; and (iii) each party must return or, if requested by the other party, permanently destroy all tangible embodiments of the other party’s Confidential Information within its possession or control and, upon request, certify in writing this obligation has been satisfied. All provisions of the Agreement which by their nature should survive, shall survive termination of the Agreement, including without limitation, ownership provisions, confidentiality provisions, restrictions regarding use of the Service, warranty disclaimers, and limitations of liability.
This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Each party hereby expressly consents to the personal jurisdiction and venue in the state and federal courts located in the State of Delaware for any lawsuit arising from or related to this Agreement.
The communications between You and Company may take place via electronic means. For contractual purposes, You (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to You electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect Your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, pandemics, acts of civil or military authorities, fire, floods, pandemics, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. You will not have, and will not represent to any third party that You have, any authority to act for or on behalf of Company.
Where Company requires that You provide an e-mail address, You are responsible for providing Company with Your most current e-mail address. In the event that the last e-mail address You provided to Company is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Company at the following address:
440 Monticello Ave Ste 1802, PMB 516003, Norfolk, Virginia 23510-2670.
Such notice shall be deemed given when received by Company.
You may not assign or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, including in connection with a change of its control. Any attempted assignment in violation of the prior sentence is null and void, and constitutes a breach of this Agreement.
Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Company and You. No statements or other verbal agreements by the parties shall vary or modify the written terms of this Agreement.
Take the Throne takes claims of intellectual property infringement seriously. If you believe that your work has been copied and posted on our website in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent (see contact information below) with the following information:
Contact information for Take the Throne’s designated agent for notice of claims of intellectual property infringement is as follows: Legal Team, ops@thethrone.io, 440 Monticello Ave Ste 1802, PMB 516003, Norfolk, Virginia 23510-2670.