This Membership Agreement (“Agreement”) is between B&K Online stores DBA Wanderlust Social (“Company”, “We”, “Our”) and any User (“You” or “Your”) of Company’s Membership.

BY USING ANY PORTION OF COMPANY’S MEMBERSHIP, YOU ARE SIGNIFYING YOUR ASSENT TO THIS AGREEMENT.

You agree as follows:

1. License. In accordance with the terms herein, Company grants to You, and You accept from Company, a non-exclusive and non-transferable license (the “License”) to use the Wanderlust Social Membership Assets (photos, videos, emails, and other marketing content) for the specified purpose specified in this Agreement, subject to the terms and conditions set out in this Agreement. Company reserves the right to revoke or amend this license at any time and for any reason without notice.

2. WanderBucks. As an active member, you will receive a number of WanderBucks monthly, according to your plan, which are redeemable for Bundles or Individual Assets.

3. Credit Conversion. If you were a Wanderlust Social Member prior to November 23, 2024, your outstanding credits will convert to “Wanderbucks” at a 1:60 ratio, where 1 credit = 60 Wanderbucks.

4. Agency Plan. If you were on an Agency Plan, your account will be transferred to a Tier 2 Accelerator Plan and each agent will need an individual account.

5. Individual Assets. Only Members with an active Membership may purchase individual Assets.

6. Prices and Payment Terms. All prices posted regarding the Membership are subject to change without notice. You represent and warrant that (i) the payment information you supply to us is true, correct and complete, (ii) you are duly authorized to use such payment for the purchase, (iii) charges incurred by you will be honored by your payment institution, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

7. Automatic Renewal Terms. You will automatically be billed monthly or annually for your membership, depending on your plan. You agree that we may submit periodic charges (e.g. every month or year, depending on your plan) to your chosen payment method without further authorization from you, until you provide prior notice that you wish to terminate this authorization or to change your payment method. You agree that such notice will not affect charges submitted before we reasonably could act. By purchasing a Membership, you agree and acknowledge that your membership has an initial and recurring payment charge at the membership rate and you accept responsibility for all recurring charges prior to cancellation. Your Membership will be automatically renewed for successive monthly or yearly periods and your payment method will automatically be charged for each successive monthly or yearly period at the then-current membership rate until you cancel your Membership renewal. You understand that failure to cancel according to the cancellation policies below will result in the nonrefundable renewal of your membership.

8. Pausing Your Membership. You may pause your membership and take it inactive for a monthly fee, which will allow you to retain any existing credits. However, you will not be an active member so you will not gain new monthly credits and you will not be allowed to purchase individual Assets.

9. Cancellation Policy. All cancellations, payment method changes, and address changes must be made with 30 days notice prior to billing.

If you cancel your membership, your membership remains valid for the remainder of the current month and you will be billed for one successive month. No refunds or prorations will be given for unused memberships and you cannot exchange any unused Credits for actual money. Any non-renewal or cancellation of your membership will result in immediate removal of your membership access.

Upon cancellation, Company reserves the right to immediately (i) permanently deactivate or disable all accounts; (ii) delete any credits or purchased Assets. Wanderlust Social has no obligation to otherwise retain, export or return any of your materials

To change or cancel your membership, you may log on to your account and follow the cancellation procedures there, or (ii) send us an email and we will do it for you.

10. Ownership. Company is and shall forever remain the sole and exclusive owner of all rights, titles, and interests to the Assets, including all patents, copyrights, trademarks, trade secrets, moral rights, and other intellectual property rights.

11. Restrictions On Use. The use of the Membership is restricted. You may not do any of the following or aid anyone in such endeavor: (a) Sublicense, sell, lease, share, gift, or rent the Membership, login in formation, or any products received as part of the Membership; (b) Decompile, disassemble, reverse engineer or attempt to derive the source code from or structure of the Membership; (c) Create a derivative work that is based on any portion of the Membership; (d) Rewrite any portion of the Membership or use any portion of the Membership in connection with creating any work that is similar in function, content or appearance to any portion of the Membership; (e) Remove any proprietary notice from the Membership; (f) Copy, reproduce, distribute, or in any way duplicate all or any part of the Membership; (g) Export or re-export the Membership or any portion; (h) Engage in, facilitate, or further any unlawful conduct; (i) Damage, disable, overburden, or impair any Company Website (or the networks connected to any Company Website) or interfere with anyone else’s ability to access or use the Membership; (j) Disrupt, or try to gain unauthorized access to: any computer, hardware, or network related to the Membership or the Company Website; (k) use any Asset as a trademark, business name, or business logo; (l) Remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in an Asset; (m) Use the Asset in a fashion that is considered by Wanderlust Social or under applicable law to be pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Asset into disrepute, reflected in a bad light, in a defamatory manner, or in a way that they may find offensive (including but not limited to the use of images: i) in pornography, “adult videos” or the like; ii) in ads for tobacco products or drugs that are illegal under federal law; iii) in ads or promotional materials for adult entertainment clubs or similar venues, or for escort, dating or similar services; iv) in connection with political endorsements; v) in advertisements or promotional materials for pharmaceutical or healthcare, herbal or medical products, including, but not limited to dietary supplements, digestive aids, herbal supplements, personal hygiene or birth control products; and vi) that contain unlawful, offensive or immoral contents or activity; vii) that depict a person incorrectly suffering from a physical or mental infirmity, ailment or condition); (n) Use the Asset in a manner that competes with Wanderlust Social’s business including, but not limited to, displaying Stock Media in any format (including thumbnails) for download or Export on a website or offering Stock Media for sale; (o) Imply endorsement of your business, product, or services by people or brands on the image; (p) Use in a manner that may incite, promote or support discrimination or to incite or promote hostility or violence. This clause shall survive any termination of the Agreement.

12. Permitted Uses of Music

Music Assets have the following limitations:

1. Limits on use in advertising: Pro Music can’t be used in traditional media ads or commercials in paid channels, such as TV, cinema, radio, podcast and billboard. Bundle or Subscription Music is fine to use in online ads (such as pre, mid and post roll ads within a YouTube Video).
2. Limits on use in video: Pro Music can’t be used in TV/SVOD, radio/podcasts, feature films, vignettes/theme songs, software applications or video games.
3. No standalone downloads: As with all Bundle or Subscription Content, Bundle or Subscription Music can’t be made available for the purpose of making the music piece (or part of it) available on a standalone basis. This means making it available outside of Wanderlust Social or without being part of a Wanderlust Social Design. You can’t repackage the music pieces or upload or use them as audio samples, sound effects, music beds or upload them in any music recognition systems.
4. Editing and remixing: You can’t make remixes, samples or derivative works of Bundle or Subscription Music. You can’t edit Bundle or Subscription Music in any way that would alter the fundamental character of any portion of the music, or that would give you any copyright or other rights to the edited music piece.

13. Authorized Use. Each licensed person may share purchased content on one website, one profile for each social media platform, and in unlimited e-mails from one e-mail account.

14. Breach of Terms. If you breach these terms, Wanderlust Social may, in its sole discretion, terminate your license at any time and without notice. Upon termination, you must immediately (i) cease using the Asset; (ii) destroy or delete all copies and archives of the Asset; and (iii) confirm to Company in writing that you have complied with these requirements.

15. Notice of Infringement. Upon notice from Company, or upon your knowledge that any Asset is subject to a threatened, potential or actual claim of infringement of another’s right for which Company may be liable, you must immediately and at your own expense (i) stop using the Asset; (ii) delete or remove the Asset from your marketing materials, computer systems and storage (electronic or physical); (iii) ensure that your clients, printers or ISPs do likewise; and (iv) let Company know.

16. Asset Disclaimer. Any of the Assets may be out of date at any given time, and we are under no obligation to update such material. We reserve the right to withdraw or amend the Assets at our sole discretion without notice.

17. Additional Policies. You agree that your use of the Assets may also be subject to the terms of use at Pexels, Unsplash, Pixabay.

18. Force Majeure. Company shall not be liable or responsible to User, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in performance when and to the extent such failure or delay is caused by or results from acts or circumstances beyond their reasonable control, including, without limitation, acts of God; fire; flood; natural disaster or emergency; hurricane; tornado; severe storm; earthquake; act of war, invasion or hostilities (whether war is declared or not); sabotage; explosions; government actions; terrorist threats or acts; revolution or insurrection; riot or civil unrest; epidemic or pandemic; lockouts, strikes or other labor disputes (whether or not relating to Company or Company’s workforce); interruption or failure of utility or telecommunications service (for example, Internet failures); or failure of suppliers, subcontractors, and carriers to substantially meet their performance obligations.

19. DISCLAIMER OF WARRANTIES

THE MEMBERSHIP AND ALL ASSETS ARE AVAILABLE “AS IS.” COMPANY DOES NOT WARRANT THAT THE MEMBERSHIP OR ANY ASSET WILL BE UNINTERRUPTED OR ERROR-FREE. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS, AND INACCURACIES IN THE NEWS, INFORMATION, OR OTHER MATERIALS AVAILABLE THROUGH THE MEMBERSHIP OR ANY ASSETS. WE DO NOT DISCLAIM THAT OUR ASSETS ARE FREE OF INTELLECTUAL PROPERTY INFRINGEMENT.

WE DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, THOSE OF NON- INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE WITH RESPECT TO THE MEMBERSHIP, OR ANY CONTENT OR ANY INFORMATION, GOODS, OR SERVICES THAT ARE AVAILABLE OR ADVERTISED OR SOLD THROUGH THE MEMBERSHIP.

WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS IN THE MEMBERSHIP OR ASSET. WE DO NOT GUARANTEE OR WARRANT THAT THE MEMBERSHIP, ASSETS, OR MATERIALS THAT MAY BE DOWNLOADED FROM THE FOREGOING DO NOT CONTAIN VIRUSES, WORMS, “TROJAN HORSES,” OR OTHER DESTRUCTIVE MATERIALS. WE ARE NOT LIABLE FOR ANY DAMAGES OR HARM ATTRIBUTABLE TO SUCH FEATURES.

NO PERFORMANCE OR OTHER CONDUCT, NOR ANY ORAL OR WRITTEN INFORMATION, STATEMENT OR ADVICE PROVIDED BY US OR ANY OF OUR AGENTS OR EMPLOYEES WILL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OR DURATION OF THIS LIMITED WARRANTY.

20. Miscellaneous.

The following clauses shall survive any termination of the Agreement:

(a) LIMITATION OF LIABILITY. IN NO EVENT SHALL THE COMPANY HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND IN NO EVENT SHALL THE COMPANY’S LIABILITY EXCEED THE FEES PAID UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

(b) Venue; Governing Law. For any legal action regarding this Agreement, the exclusive venue shall lie in Travis County, Texas. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of Texas, without giving effect to principles of conflicts of law.

(c) Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.

(d) Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.

The parties have executed this Agreement as of the date that User purchased the Membership.