Boom•Clap Service Agreement

Effective Date: March 28, 2026
Last Updated: September 1, 2026

This Agreement is entered into between Being & Time, LLC (“CanCanCan”, “Can3”, “Boom•Clap”, “we”, “us”) and the client (“Client”). By submitting products, projects, campaigns, or otherwise using Boom•Clap services, Client agrees to the following terms.

1. Scope of Service

Boom•Clap is a contextual discovery, signal-alignment, and adaptive circulation ecosystem composed of multiple service layers, including but not limited to:

The Service may surface or circulate commercial, artistic, informational, charitable, cultural, local, or community-oriented signals and opportunities.

Services may include:

Unless expressly included in a written scope, the Service does not include representation, placement guarantees, media buying, negotiation management, legal review, management of Client social accounts, or operational management of third-party relationships. Cruise and Cruise Studio may provide managed contextual guidance and, where applicable, context-specific creative suggestions or copy, but the Client remains responsible for deciding whether, where, and how to publish, post, reply, participate, contract, purchase, or otherwise act on any recommendation.

2. Service Model

Boom•Clap operates on a best-effort, timing-sensitive service model.

Each submitted product, campaign, project, creator, artist, or other active item may be processed within a defined “cycle,” during which system resources are allocated toward contextual analysis, environmental evaluation, opportunity surfacing, circulation modeling, and/or related workflows.

Certain services may additionally operate through:

Results are probabilistic and may evolve dynamically based on changing digital environments, momentum conditions, audience behavior, and platform activity.

3. Adaptive Circulation, Pricing & Ecosystem Balancing

Boom•Clap operates as an adaptive contextual discovery and circulation ecosystem and not as a fixed-delivery advertising inventory, auction, or bidding platform.

Circulation behavior, contextual evaluation, signal weighting, slot allocation, visibility pacing, opportunity surfacing, pricing logic, and ecosystem balancing mechanisms may evolve dynamically over time and may be modified at any time in CanCanCan’s sole discretion.

Operational decisions may incorporate contextual affinity, evolving digital environments, publisher conditions, ecosystem balance, quality assurance, fraud prevention systems, behavioral analysis, technical limitations, campaign health considerations, timing-sensitive factors, or other operational and contextual signals.

CanCanCan reserves the unrestricted right, at any time and for any reason, to:

No specific visibility allocation, pacing behavior, circulation volume, impression quantity, routing logic, slot availability, contextual weighting, or operational methodology is guaranteed unless explicitly stated in a separate written agreement.

4. Fees

a. Product Cycles

Fees are generally charged per active cycle unless otherwise agreed.

Purchase of a cycle reserves processing capacity and contextual discovery resources for the submitted item.

Applicable pricing, subscription terms, agency rates, platform rates, promotional terms, or experimental programs may be communicated through the Service, invoice, or separate agreement.

Unless otherwise specified:

The Service is not a software license, fixed advertising inventory purchase, or guaranteed placement system. Certain Cruise services are managed services, but no agency, fiduciary, representative, broker, media-buyer, or other legal agency relationship is created.

b. Product Review and Acceptance

All submitted products, projects, campaigns, or materials are subject to review prior to activation.

We reserve the right, at our sole discretion, to reject, suspend, remove, discontinue, terminate, or decline any submission, campaign, project, product, creator, publisher, operator, platform, environment, or participation that does not meet our operational, legal, ethical, ecosystem, quality, safety, reputational, contextual, or platform standards.

Without limitation, we may reject:

We may also reject, suspend, remove, discontinue, terminate, or decline participation where we determine that a submission, participant, campaign, environment, platform, implementation, or associated activity is incompatible with the intended purpose, values, safety objectives, operational integrity, reputation, ecosystem balance, participant expectations, or long-term viability of the Service.

This may include, without limitation, environments or activities that are unlawful, deceptive, fraudulent, exploitative, hateful, harassing, discriminatory, extremist, sexually explicit, graphically violent, malicious, unsafe, reputation-damaging, ecosystem-disruptive, misleading, or otherwise unsuitable in CanCanCan's sole discretion.

Acceptance decisions are final.

We are not obligated to provide justification for rejection decisions.

If a submission is rejected before processing begins, fees may be refunded or issued as service credit.

Processing is deemed to have commenced once system resources, discovery infrastructure, circulation environments, or analytical workflows have been allocated.

c. Confirmed Interest (Knock/Knock)

Additional fees may apply when a third party expresses confirmed interest.

A “confirmed interest” may include:

Such fees are earned upon delivery of the signal and are not contingent upon any later outcome, agreement, or transaction.

d. Promotions

We may offer:

Such programs may be modified or withdrawn at any time.

e. Cruise and Cruise Studio

Cruise and Cruise Studio may be offered on a recurring retainer, custom-scope, pilot, or other agreed basis.

Cruise fees compensate Boom•Clap for managed contextual discovery, evaluation, curation, review, guidance, and related services. Cruise Studio may additionally include context-specific creative development, including suggested copy, replies, captions, messaging, concepts, or adaptations of existing Client content, as described in the applicable scope.

Any third-party costs associated with an opportunity — including creator fees, sponsorship fees, publisher charges, event costs, platform charges, media costs, or other external expenses — are separate from Boom•Clap service fees unless expressly stated otherwise in writing. Client is responsible for approving and paying such third parties directly.

Complimentary Melody circulation credits or other ecosystem benefits may be included with certain Cruise arrangements. Such credits or benefits have no cash value, may be subject to separate operational rules, and do not guarantee circulation, placement, engagement, or outcomes.

Cruise or Cruise Studio participation may also include opportunities to sponsor Never Bored productions when Boom•Clap determines there is a relevant contextual fit. No sponsorship opportunity, acceptance, placement, or availability is guaranteed.

5. Payment Terms

Fees are payable within seven (7) days unless otherwise agreed.

Failure to pay may result in suspension, limitation, or termination of Service access.

6. No Guarantee of Outcomes

The Service does not guarantee:

All outputs are provided “as is” and reflect probabilistic contextual analysis and evolving digital conditions.

Fees are charged for analysis, contextual discovery, circulation infrastructure, opportunity surfacing, and/or introduction services only.

7. Third-Party Interactions

Boom•Clap may facilitate introductions or contextual discovery opportunities but is not a party to any agreement between Client and third parties.

CanCanCan does not act as an agent, broker, talent representative, publisher, media buyer, manager, or legal intermediary for any party.

Client is solely responsible for:

We are not liable for third-party actions, conduct, outcomes, or disputes.

8. Independent Status; No Agency

CanCanCan operates solely as an independent infrastructure and service provider.

Nothing in this Agreement creates any:

Surfaced signals, feeds, environments, recommendations, contextual guidance, and creative suggestions are advisory in nature. Client retains final discretion and responsibility for whether and how to act on them.

Boom•Clap may algorithmically process or surface publicly available material originating from external platforms, publishers, operators, creators, campaigns, or environments.

Such material:

Similarly, submitted products, campaigns, creators, publishers, or operators are not endorsed by CanCanCan.

All parties act independently and at their own discretion.

9. Circulation & Publisher Infrastructure

Certain Boom•Clap Melody services may involve contextual circulation environments, Spins, publisher/operator integrations, self-hosted delivery systems, lightweight intermissions, adaptive signal routing, or related discovery infrastructure.

Publishers, operators, agencies, platforms, creators, or third parties utilizing such systems remain solely responsible for:

Boom•Clap provides contextual infrastructure and signal-delivery tooling only.

10. Valid Intermissions, Circulation Events & Payout Eligibility

All determinations regarding valid intermissions, circulation events, Spins, slots, impressions, engagements, payout eligibility, traffic quality, ecosystem participation, or related activity are made solely by CanCanCan in its sole and absolute discretion.

For purposes of the Service, an "engagement" means a meaningful user interaction with content, media, experiences, circulation elements, or related activities, as determined by CanCanCan in its sole discretion.

CanCanCan reserves the unrestricted right, at any time and for any reason, to:

Activity that CanCanCan determines, in its sole discretion, to be artificial, automated, manipulated, deceptive, low-quality, abusive, duplicated, policy-violating, non-human, ecosystem-disruptive, commercially unreasonable, operationally suspicious, or otherwise invalid shall not qualify for payouts or ecosystem participation.

This includes, without limitation:

CanCanCan is under no obligation to disclose its validation methods, operational thresholds, fraud-detection systems, scoring methodologies, traffic filters, payout calculations, or internal decision-making processes.

All decisions regarding activity validity, payout eligibility, circulation quality, ecosystem participation, and operational integrity are final, binding, and non-appealable.

11. Introductions

Upon confirmed interest, contact information may be shared to enable direct communication between parties.

All subsequent interactions occur independently and outside the Service.

12. Account Activity and Suspension

Accounts that remain inactive for extended periods may be suspended, restricted, archived, or require reactivation steps before further use.

We reserve the right to disable or limit features at our discretion.

We are not liable for any resulting loss of access, visibility, circulation, opportunities, or stored information.

13. Service Availability

The Service may experience interruptions, delays, experimental changes, or evolving functionality.

We do not guarantee uninterrupted operation, continuous availability, or permanent preservation of any signals, outputs, environments, or circulation states.

Due to caching, synchronization, distributed propagation, publisher integrations, CDN delivery, queued processing, scheduled circulation, and related infrastructure behaviors, updates, pauses, removals, suspensions, expirations, or modifications to products, campaigns, Spins, intermissions, or circulation elements may require a reasonable period to fully propagate across all systems and environments.

Accordingly, certain placements, circulation elements, embeds, cached assets, or contextual surfaces may temporarily continue to appear or resolve for a limited period following modification or suspension requests.

Immediate real-time propagation or removal across all systems, operators, publishers, integrations, caches, or environments is not guaranteed.

a. Managed Service Availability.

Cruise and Cruise Studio are managed services performed primarily during Boom•Clap’s normal business hours. Contextual discovery may operate continuously, and time-sensitive alerts or recommendations may occasionally be delivered outside those hours; however, continuous system activity does not constitute continuous human availability. Unless separately agreed, managed services do not include 24/7 staffing, guaranteed response times, or on-demand support.

14. Client Responsibilities

Client represents and warrants that it has all rights necessary to submit provided materials.

Client is solely responsible for:

15. Indemnification

Client agrees to indemnify, defend, and hold harmless CanCanCan, its affiliates, personnel, systems, and operators from any claims, damages, liabilities, losses, or expenses arising from:

16. Limitation of Liability

To the fullest extent permitted by law, CanCanCan shall not be liable for:

Total liability shall not exceed fees paid for the relevant Service cycle, Cruise billing period, custom scope, or other related fees giving rise to the claim.

17. Termination

Either party may discontinue use of the Service at any time.

Outstanding fees remain payable.

We reserve the right to suspend or terminate access where necessary for operational, legal, ecosystem, moderation, or safety reasons.

18. General

This Agreement is governed by the laws of the State of New York, United States.

This Agreement constitutes the entire agreement regarding Boom•Clap services unless superseded by a separate written agreement.

19. Relationship to Terms of Service

This Agreement supplements the CanCanCan Terms of Service.

In the event of conflict, this Agreement governs with respect to Boom•Clap-related services and fees.

20. Contact

For billing, operational, or partnership inquiries:

clients@boomclap.space