Terms of Services

1. Influee Platform – Terms of Service

Effective day: the date on which you first access the Services or execute an Order Form, as defined in Section 1.

These Terms of Service (the “Agreement") are entered into by and between the Influee, Inc. entity set forth below (“Company") and the entity or person placing an order for, or accessing, any Services (“Client” or “you"). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” or “Client” reference your company.

This Agreement permits Client to purchase subscriptions to online software-as-a-service products and other Services from Company pursuant to Order Form(s) (defined below) and sets forth the terms and conditions under which those products and services will be provided. This Agreement includes the Additional Product Terms, incorporated by reference herein.

An “Order Form” means the ordering document (whether completed online through the Platform or signed separately) that specifies the Services purchased, applicable fees, and the Subscription Term.

The “Effective Date” of this Agreement is the date that is the earlier of: (a) Client’s or Creator’s initial access to any Services (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.

As used in this Agreement, “Company” means Influee, Inc., a Delaware corporation, with principal offices located at 228 Park Ave S, New York, New York 10003. When these Terms mention “Influee,” “we,” “us,”, “our” or “Company” it refers to the Influee company you are contracting with.

Modifications to this Agreement: From time to time, the Company may modify this Agreement. Unless otherwise specified by the Company, changes become effective for Client upon renewal of Client's current Subscription Term (as defined below), or entry into a new Order Form. The Company will use reasonable efforts to notify Client of the changes through communications via Client’s account, email or other means. Client may be required to click to accept or otherwise agree to the updated Agreement before renewing a Subscription Term or entering into a new Order Form, but in any event continued use of the Services after the updated version of this Agreement goes into effect will constitute Client’s acceptance of such updated version. If the Company specifies that changes to the Agreement will take effect prior to Client’s next renewal or new Order Form (such as for legal compliance, product or pricing change reasons) and Client objects to such changes, Client may terminate the applicable Subscription Term on notice in writing to the Company and receive as its sole remedy a refund of any fees Client has pre-paid for use of the applicable Services for the terminated portion of the Subscription Term, commencing on the date notice of termination was received.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.

1.1. Important Notice: Arbitration

This Agreement contains a binding arbitration provision in Section 30 (Dispute Resolution & Arbitration) below. Except for certain types of disputes described in that section, you agree that all disputes between you and Company will be resolved by mandatory, binding arbitration, and you waive any right to a jury trial or to participate in a class, collective, or representative action. Please read Section 30 (Dispute Resolution & Arbitration) carefully.

By clicking “Sign Up” and using Platform you agree to these Terms of Service (“Terms”) and enter into Services Agreement (“Agreement“) between you and Influee Inc., 228 Park Ave S, NY 10003 (“Company”).

If you need to contact us in relations to these Terms please email us to: legal@influee.co

Last updated: September, 2025

2. Services

Company is a software platform, online marketplace, that enables businesses (“Client” or “Clients”) to find content creators (“Creators”) to participate in their marketing campaigns (“Campaign”) by publishing or creating (including, but not limited to) Creator’s original photographs, videos, Instagram posts/reels, Instagram stories, TikTok posts, positive reviews or similar marketing material, advertising. Collectively, such material is referred to in these Terms as “Content.”.

A Campaign shall consist of one or more collaborations with different Creators (each as “Collaboration”).

A “Campaign” means a marketing initiative created by a Client on the Platform, which may consist of one or more Collaborations. A “Collaboration” means the specific agreement between a Client and a Creator within a Campaign, under which the Creator provides Content in exchange for payment or other agreed compensation.

2.1. Company Services

Subject to this Agreement, the Company represents a software platform which undertakes to find appropriate Creators according to our Client’s wishes. The Company facilitates the formation of agreements between Clients and Creators by mediating their interactions through the Platform.

2.2. Creator Services

If Company or Client chooses to engage a Creator for his or her collaboration in a Campaign, this means that a Creator shall provide Services for the Client. Services shall consist of creating and/or publishing Content, which shall be specifically created, developed, produced or provided by Creator (according to Company’s or Client’s instructions or wishes, if so requested in the Collaboration).

3. Campaign Tender or Offer

There are two options for how a Creator is engaged into Campaign: (a) Pursuant to public tender the Creator proposes a Collaboration; or (b) The Client sends an invitation to the Campaign.

Hereby the communication starts and in the event that the conflict of interest check is passed the parties may engage in negotiations with respect to the terms of the Collaboration. The Client provides the Creator with Content Brief.

Negotiations prior to the conclusion of a contract shall not be binding and may be terminated by either of the parties whenever the party so desires. Nevertheless a party that has negotiated without the intent of concluding a contract shall be liable for any damage inflicted on the other party. A party that negotiated with the intent of concluding a contract but abandons the intent without justifiable grounds thus inflicting damage on the other party shall also be liable for such damage. If the parties otherwise fail to reach agreement the parties shall each bear their own costs for the preparations for concluding the contract, and shall bear the joint costs in equal parts.

Once the agreement is reached the Collaboration is created and a binding Agreement is formed between Client and Creator to complete the Collaboration.

4. Service Standard

Creators participating in a Collaboration are bound to perform the Services and provide the Content hereunder in accordance with the guidelines and creative, editorial, aesthetic and technical requirements, design features and other instructions and specifications provided in the Content Brief or otherwise communicated by Company or the Client via direct message on the Platform.

For purposes of these Terms, the “Content Brief” means the instructions, requirements, and guidelines that the Client provides to the Creator through the Platform’s designated briefing feature. The Content Brief serves as the primary guidance for the Content that the Creator is required to produce under a Collaboration.

If any other agreement is reached via other sources of communication (telephone, e-mail, messaging platforms, in person, any social media, etc.), such agreement may not be enforceable in a dispute, as the Company cannot verify such communications. Any remedies in such cases will be determined under Section 13 (Refunds & Disputes). Off-platform communication or transactions may also constitute a violation of Section 15 (Circumvention Policy).

In case the collaboration requires posting of the content, each publication of Content must be publicly visible and available for at least 24 hours (or more if so set forth in the Collaboration).

Prior posting or communicating any Content online, a Creator must contact the Client in case of any questions regarding compliance with applicable legislation or moral rights.

In any event the Content marketing material must be in compliance with all applicable laws, rules or regulations, and self-regulatory guidelines including without limitation, the Federal Trade Commission’s Guidelines on Endorsements and Testimonials and any valid legislation applicable to Creator’s origin from time to time.

4.1 Creator Eligibility and Suspension Grounds

Portfolio Review and Eligibility Participation in Collaborations is subject to the Company’s prior review and approval of a Creator’s portfolio, account, or other submitted materials. The Company may, in its sole discretion, decline to authorize a Creator to participate in any Collaboration if the Creator’s portfolio, style, or capabilities are deemed not suitable, irrespective of whether the Creator otherwise meets technical requirements of the Platform.

Consistently Poor-Quality Content The Company reserves the right, in its sole discretion, to suspend or terminate a Creator’s account if the Creator repeatedly delivers Content that materially fails to meet the professional quality standards of the Platform or the requirements of applicable Content Briefs, regardless of whether individual Collaborations are deemed technically completed.

Social Media Account Integrity Creators are required to maintain the social media accounts connected to their Platform profile in good standing for the duration of their use of the Services. If a Creator deletes, deactivates, or otherwise disconnects such account(s), the Company may suspend or terminate the Creator’s account, as the Creator can no longer be authenticated or authorized to perform Collaborations.

Sanctions imposed under this Section may include suspension or termination of a Creator’s account in accordance with Section 24 (Termination).

5. Providing Product for Collaboration

If the Creator needs a product to complete the collaboration, the Client must send it to the Creator, to the address provided. The Client bears any shipping cost or any other import duties or taxes. The Creator must use the product to make the Content. When the Collaboration is completed, the Creator keeps the product.

In case the Client requires the product return upon successful completion of the Collaboration, the Client needs to provide a returns label to the Creator. Not the Company, nor the Creator bear any costs and risks of product loss or damage that might occur in the return shipping process.

6. Remuneration

The Creator’s Fee for each Collaboration is agreed at the time of acceptance through the Platform. Any adjustments must be made through the Platform by the Client.

For each Collaboration, the Client shall pay the agreed Creator’s Fee (plus applicable Marketplace Fees as defined in Section 17.2 (Marketplace Fees) through the Platform at the time of acceptance of the Collaboration. Such amounts will be held by the Company in accordance with Section 6.1 (Payments Agent / Escrow) until one of the following occurs: (a) the Client approves the Content; (b) the Content is deemed automatically approved under these Terms; or (c) the dispute resolution process under Section 30 (Dispute Resolution & Arbitration) results in release of payment.

Upon such an event, the Company will remit the Creator’s Fee, less any applicable Marketplace Fees, to the Creator’s designated account in accordance with Section 6.1 (Payments Agent / Escrow). If a refund to the Client is required under these Terms, Company will return the funds to the Client’s original payment method (or issue a credit, where applicable).

Creator is solely responsible for all taxes, duties, or other charges related to receipt of the Creator’s Fee. Client acknowledges that payment to Company constitutes payment to the Creator, and Creator acknowledges that Company’s obligation to remit funds is limited to amounts properly received and held under these Terms. The Company shall have no liability for amounts once released in accordance with this Agreement.

6.1. Payments Agent / Escrow

For purposes of this Agreement, amounts paid by a Client for a Collaboration (“Creator Fees”) are collected by Company and held in a segregated account until release in accordance with these Terms. Company acts solely as a limited payments agent of the applicable Creator for the purpose of receiving and holding Creator Fees from Clients, and as a limited payments agent of the Client for the purpose of transmitting such amounts. Client’s payment to Company shall be deemed payment to the Creator, and Creator’s receipt of funds from Company shall be deemed receipt from the Client. The Company is not a bank, trustee, fiduciary, or licensed escrow agent, and funds are not insured deposits.

7. Content Review and Approval

Creator shall receive Content guidelines and sample photos or videos pursuant to Client’s wishes.

Creator may be obliged to provide the Content for Client’s review and approval prior to publishing the Content. This is optional and may be agreed in the Collaboration.

If the content review and approval is required, the Creator shall submit the Content via Mobile App’s content review system for Client’s review and approval. If the Client approves the proposed Content, the Collaboration shall be deemed as completed and Creator is eligible to receive payment. Company’s role is limited to providing the review mechanism and facilitating escrow release; Company is not responsible for the Client’s approval decision or the Creator’s compliance with the Content Brief.

If the Client rejects proposed Content, Creator needs to provide a revision, according to the comments and guidance of the Client within a given time period, seven (7) days. Client needs to reject the content, using the review feature of the Platform. Comments and guidance of the Client need to be constructive and need to relate to the Content Brief. Client can ask for an unlimited number of revisions, until the Creator’s submission fits the criteria set by the Content Brief. If the Creator does not want to provide unlimited revisions, they are not eligible for payment.

Content will be automatically approved unless reviewed by the Client, in fourteen (14) days from the day it was uploaded by the Creator. Collaboration is deemed as completed and the Creator is eligible for a payout if all of the Content was delivered. If a Client reviews the content in messages, but fails to reject the content using the intended feature for reviewing content such review is deemed irrelevant. Upon approval (manual or automatic), funds will be released in accordance with Section 13 (Refunds & Disputes).

8. Deadlines

8.1. Client Obligations

Client is required to enable the Creator to provide his Services in a timely manner. This means that the Client needs to (including but not limited to): (a) Timely Product Shipment. Ship any required free product within five (5) days of Collaboration acceptance, so that the Creator has an adequate period for performance of Services; (b) Advance Payment. Pay the advance payment onto Company’s escrow account; (c) Client Responsiveness. Respond to Creator’s questions or requests within two (2) business days; (d) Content Review Deadline. Review content within a fourteen (14) days time period, otherwise it will be automatically approved.

8.2. Creator Obligations

If a Collaboration fails due to missed deadlines, the Client may initiate a dispute in accordance with Section 13 (Refunds & Disputes). The Company will apply the marketplace dispute rules as facilitator, but does not itself guarantee performance of either party.

The Creator is required to follow deadlines, set by the platform, unless otherwise dictated by The Client. Creator is obliged to: (a) Creator Responsiveness. Respond to Client communications within two (2) business days. (b) Content Upload. Upload Content within seven (7) days after confirmed product delivery, or within seven (7) days after Collaboration starts if no product is shipped. (c) Revisions Deadline. Provide a revised version of the content within seven (7) days, in case it was rejected by the Client, due to not following the brief.

If the Creator misses a deadline, the Client may initiate a dispute under Section 13 (Refunds and Disputes), and the Creator may become ineligible for payment.

Nevertheless, the Company and / or the Client may retain the contract in force if after the deadline the Company and / or the Client notifies the Creator that the performance of Services can be done within a suitable period, i.e. an extended deadline. In this event of delay of Services, the Company and / or the Client may reduce initially agreed payment, according to its sole discretion.

9. Participants or Third Persons

If Creator incorporates other individuals in connection with the Content, Creator shall obtain their prior consent and will be solely responsible for sharing their personal data. Company and / or Client may request a provision of the copy of such consent, especially (but not limited to) in the event of individuals under the age of 15, and also considering the circumstances of the place and time where the Content was made (e.g. in the event that Content was taken in a public place, such consent would usually not be deemed as necessary if no other moral or privacy rights were violated).

10. Association or Criticism

Creator shall not perform the Services, or reference Creator’s relationship with Company or Client, in connection with any political activities, social causes, or commercial activities, which have not been priorly approved by Company or Client via e-mail or in writing.

Creator shall not communicate to anyone, in writing or orally, anything critical of the Company or the Client, or of either of their respective businesses, (past or present) shareholders, members, directors, officers, employees, contractors or customers of the Company or the Client in connection with the Services. This Section does not prevent Creator from exercising rights that by applicable law the Creator cannot waive by contractual agreement or from disclosing information to the extent required by applicable law or regulator.

In the event of breach of provisions in this Section, the Client may pursue remedies directly against the Creator. The Company may, in its discretion, suspend or terminate the Creator’s account or withhold payments as platform sanctions.

11. Disclosure of Paid Partnership

The following disclosure obligations reflect applicable legal requirements regarding influencer marketing, advertising, and paid content. Both the Creator and the Client must comply with these obligations in full.

11.1. Obligations of the Creator

If the Creator posts the Content, the Creator is responsible to act in accordance with the valid legislation, rules and/or any similar legislation that governs influencer marketing, advertising, and financial or material remuneration disclosure, and shall be solely responsible for any non-disclosure of such remuneration.

The Creator must disclose the fact that the Creator had or will receive remuneration, or that the Content constitutes advertising, in an unambiguous and clear language. Usage of the platform’s “Paid partnership” or “Sponsored content” tool is recommended if the Creator has access to that feature. It should be used in addition to, not instead of, disclosing in the caption. Alternatively, the Creator could use hashtags such as: #ad, #sponsored, #advertisement, etc. For further instructions please refer to this document or any similar document applicable to the Creator’s legislation.

Failure to comply with these disclosure obligations may result in withholding of payment, removal of Content, or termination of the partnership. The Company's role is limited to enforcing platform access rules (suspension/termination); legal responsibility for disclosure remains with the Client and Creator.

11.2. Obligations of the Client

If the Client publishes the Content created by the Creator on advertisements, websites, or any other media, the Client is responsible for ensuring that such Content complies with all applicable local legislation, rules, and/or guidelines regarding disclosure of paid content. The disclosure must make it unambiguous to consumers that the Content was created in exchange for remuneration. The Creator shall cooperate with the Client as reasonably required to enable such compliance (e.g., by providing necessary information or including disclosure language within the Content when requested).

12. Non-Performance of Services

Once a Creator has an active Collaboration, but fails to perform the Services in full or as instructed under the Content Brief, Creator is not eligible to receive any payment. This rule governs the Client–Creator relationship. Company’s role is limited to applying escrow and refund mechanics in accordance with Section 13 (Refunds & Disputes); Company does not warrant performance of the Services.

Disputes regarding adequacy of performance and payment will be resolved in accordance with Section 13 (Refunds & Disputes).

Creators agree, as a condition of using the Platform, to provide revisions until their submission aligns with the original Content Brief. This obligation is binding on both Creator and Client, and Company enforces compliance only through escrow and dispute mechanisms.

However, if the Client decides to approve partial performance of Services, Creator may receive a proportional amount of the initially agreed payment. (e.g. the Creator creates 2 out of 3 initially agreed videos, within the agreed timeframe and pursuant to the agreed Collaboration terms).

In the event of non-performance of Services, the Client and the Creator shall each bear any other costs regarding the Collaboration, including but not limited to the risk of free product, shipment and any other related costs like import fees.

Collaboration can be deemed as “Failed”, if and/or when: (a) Missed Deadline. Creator does not fulfill the Services instructed by the Client before the deadline and the Client decides to not proceed with the Collaboration (b) Unsatisfactory Services. Creator provides an unsatisfactory level of Services after at least two rounds of revisions. The adequacy of the Services is determined by the Content Brief. (c) Non-Responsiveness. Creator does not respond to Client’s messages in Company’s platform for more than seven (7) days.

If the Creator fails to deliver agreed Services, the Client is eligible to launch a dispute. The Company will review the reasons provided in the dispute request and determine eligibility for reimbursement.

12.1. Creator Inability to Deliver Content

If the Creator is unable to deliver the agreed-upon content for any reason (e.g., illness, change of mind, etc.), the Client will be entitled to a full refund.

12.2. Product Return Upon Collaboration Termination

In cases where the Creator has received a product but is unable to complete the collaboration, the Creator is required to return the product to the Client at the address provided by the Client upon termination of the collaboration at the Creator’s expense. The return must occur within fourteen (14) days from the termination date. If the product is no longer usable, the Client will bear the cost of the product. The Company will not be held liable for any damages or costs associated with shipping and handling the product. The Client can also send an Invoice to the Creator, covering the cost of the product.

12.3. Content Rejection and Payment Dispute

If Content is rejected and the parties cannot resolve through revisions, either may escalate in accordance with Section 13 (Refunds & Disputes).

12.4. Non-Responsive Creator After Receiving Product

If the Creator becomes unresponsive after receiving a product, the Client must contact customer support. Should the Creator fail to respond after receiving reminder notifications, the Client may request a dispute and deem Collaboration as failed, to be resolved in accordance with Section 13 (Refunds and Disputes).

(a) Product Return Obligations. The Creator is required to return the product at their own expense within fourteen (14) days following the termination of the collaboration agreement to the Returns address, defined on the website of the Client. The Creator must send a proof of shipping to the Client. If the Client doesn’t have the Returns shipping address defined on the website, they need to proactively share it with the Creator through messages within fourteen (14) days after dispute.

(b) Non-Return Consequences. If the Creator doesn’t send back the product, they will be banned from the Company. The Client is responsible for proving that the product has not been received. In such cases, the Client will bear the cost of the product, and the Company will not be held liable.

12.5. Damaged Product and Collaboration Termination

If the Creator receives a damaged product that prevents them from creating the agreed-upon content, the Creator may request termination of the collaboration. The Creator must provide appropriate evidence to support this request.

12.6. Unpaid Import Duties

If the Client has not paid the import duties associated with the product, the Creator reserves the right to refuse the collaboration, unless the Client reimburses the Creator by increasing compensation. Failing to do so, the Client bears the cost of the return shipment and the Creator has the right to withdraw from the collaboration.

13. Refunds and Disputes

(a) General Rule. Client and Creator acknowledge that all Creator Fees are collected and held by Company as limited payments agent under Section 6.1. (Payments Agent / Escrow) until released in accordance with these Terms. Release of funds to either party is subject to the approval, automatic approval, or Section 30 (Dispute Resolution & Arbitration) process described below.

(b) Automatic & Manual Approvals. Clients must review Content using the Platform’s review tools. If the Client does not approve or reject Content within the specified review period, the Content shall be deemed automatically approved, and Company will release the Creator Fee from Escrow to the Creator. Automatic approvals are final and cannot be reversed, except in cases of fraud or clear mismatch with the Content Brief as determined through the dispute process.

(c) Client Rejection & Revision. If the Client rejects Content within the review period, the Creator must provide revisions consistent with the Content Brief. Each revision request extends the review deadline as set forth in Section 7 (Content Review and Approval).

(d) Disputes. If Client and Creator cannot resolve disagreements through the revision process, either party may escalate the matter by filing a dispute through the Platform. Company will act as a neutral facilitator and will determine, in its sole discretion, whether funds held in Escrow will be (i) released in full to the Creator, (ii) refunded in full to the Client, (iii) split proportionally between Client and Creator, or (iv) converted to a redo or credit. The Company's determination is final and binding on both parties.

(e) Refund Method. If the Company determines that a refund is owed, the Client will be refunded via the same payment method originally used, or, if that is unavailable, by credit to the Client’s account in the form of a “Credit Note”. A “Credit Note” means a non-cash credit applied to the Client’s account, redeemable against future fees.

(f) Refund Eligibility. Refunds may be issued where: (i) Creator fails to deliver Content within required deadlines; (ii) Creator delivers Content that materially fails to meet the Content Brief after at least two revision attempts, including failure to deliver a required revision within the specified revision deadline; (iii) Creator becomes non-responsive on the Platform for more than seven (7) consecutive days; (iv) Creator is unable to complete the Collaboration due to valid reasons (e.g., damaged product, illness), with evidence provided; or (v) other circumstances determined by Company in its discretion.

(g) No Refund Situations. Refunds will not be granted in the following circumstances: (i) If the Creator delivers Content that materially complies with the Content Brief, but the Client refuses to accept it for reasons unrelated to the Brief, the Creator shall be entitled to full payment. (ii) If the Client accepts only part of the Content, the Client remains obligated to pay a proportional share of the Creator’s Fee for the accepted portion, as well as the Marketplace Fee in full. (iii) If the Client changes the Content Brief after the Creator has delivered Content in line with the original Brief, the Creator may (a) request payment for the original Content without revisions, or (b) request additional compensation to create revised Content consistent with the new Brief. (iv) Dislike of the Creator’s style, tone, or aesthetic - where the Content otherwise complies with the agreed Brief - shall not entitle the Client to a refund.

(h) Partial Refunds. Where the Client approves only partial performance of Services, the Creator shall receive a proportional share of the Creator’s Fee for the accepted Content, and the Client shall be entitled to a corresponding refund of the balance. The Client shall remain obligated to pay the Marketplace Fee in full. By way of example, photos may be valued at fifty percent (50%) of the agreed amount for videos when calculating proportional refunds. The Company may apply alternative valuation methods at its discretion where more appropriate.

(i) Off-Platform Communication. To preserve the integrity of disputes, all communication must occur within the Platform. Off-platform communications may limit the Company's ability to verify claims. In such cases, refunds will be at Company’s sole discretion.

(j) Finality of Disputes. Once Company has released funds from Escrow in accordance with this Section, neither party shall have further claims against Company regarding those funds.

14. Independent Contractor Relationship

Creator’s relationship with the Company is that of an independent contractor and nothing in this Agreement is intended to (or should be construed to) create a partnership, agency, joint venture, or employment relationship.

Creator acknowledges and agrees that Creator is ultimately responsible for filing, on a timely basis, all tax returns and payments or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items with respect to the performance of Services and receipt of Fees. Creator is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing Services. No part of Creator’s remuneration will be subject to withholding by the Company for the payment of any social security, federal, state or any other employee payroll taxes with respect to any employee, contractor, or other individual used by Creator to perform the Services.

15. Circumvention Policy

All communication regarding Collaborations must occur within the platform. All payments for those Collaborations must be made through the platform’s payment system. Soliciting or accepting payments, or providing contact details or onboarding, off-platform is prohibited.

(a) Non-Circumvention Period. For a period of twelve (12) months following the first Collaboration between the same Client and Creator via the platform, neither party may enter into or encourage any direct agreement, communication, or payment outside the platform, unless explicitly approved in writing by the Company.

(b) Mandatory Reporting. If one party is approached by the other (or a representative of the other) with a request to communicate, contract, or transact off-platform, the approached party must immediately report the attempt to the Company via the platform’s reporting tools. Failure to report shall itself be a violation equivalent to initiating off-platform activity.

(c) Consequences. Violation of this policy (by either party) may result in sanctions including, but not limited to: suspension or termination of account, loss of access to pending payments, removal from platform features, and other remedies at Company’s discretion.

(d) Dispute / Refund Implications. Off-platform communication or transactions may limit the Company’s ability to verify compliance with obligations or resolve disputes. When evaluating any requests for refunds or other remedies, the Company may take into account whether the parties complied with this policy.

(e) Business Damages. Circumvention constitutes a material breach of this Agreement by depriving the Company of Marketplace Fees and undermining the operation of the Platform. In addition to other remedies, the Company may: (i) withhold, offset, or deduct from any amounts held in Escrow or otherwise payable to the breaching party, an amount equal to the damages described below; and (ii) pursue recovery of additional amounts through arbitration under Section 30 (Dispute Resolution & Arbitration).

As liquidated damages, and not as a penalty, the Company may assess an amount equal to the greater of three (3) times the Marketplace Fee that would have been payable had the Collaboration occurred on the Platform, or USD $25,000. The parties acknowledge and agree that such amount is a reasonable estimate of the damages likely to result from circumvention, which are difficult to quantify with precision.

16. Intellectual Rights

16.1 Company’s Intellectual Property Rights

Company reserves all rights, titles and interest to the Services, Company’s Website, Mobile App, Dashboard, Platform and Company’s Intellectual Property, whether registered or not, except of the copyright of our Clients and third parties’ technologies. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, trade names, proprietary rights, copyright rights, titles, computer codes, audiovisual effects, themes, characters, character names, stories, dialog, settings, artwork, sound effects, musical works, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, under the laws of any state, country, territory or other jurisdiction.

Except as expressly provided in these Terms, nothing contained herein shall be construed as conferring any license or right to Creator, by implication, estoppel or otherwise, under copyright or other intellectual property rights.

(a) Feedback. In connection with your use of our Services you may provide us with your Feedback (suggestions, ideas, reviews, comments, material and questions or other information and/or material regarding the Services and our website). We will own exclusive rights, including all intellectual property rights, to any feedback, suggestions, ideas or other information or materials you provide to us, regarding our Services, whether by email, posting through our Services or otherwise. You waive any rights you may have to the Feedback (including any copyrights to the extent permitted by law) and we will be entitled to such Feedback for any purpose (including commercial use), without acknowledgment or compensation to you. Any Feedback you provide to us is non-confidential, non-proprietary and is not subject to a third party license and we have no liability for any loss or damage suffered by you as a result of the disclosure or use of such Feedback.

16.2. Creator’s Intellectual Property Rights

16.2.1. Regarding the Company

Creator grants the Company a license to use Content for Company’s own advertisement, marketing, portfolio and reference purposes, and may be displayed in digital and print media, applications, emails, and online or offline advertisements.

(a) Platform Marketing License. Regardless of Collaboration type, Creator grants Company a perpetual, royalty-free, worldwide license to use Content, and to use Creator’s and Client’s names, images, and logos, for Company’s own marketing, promotional, and portfolio purposes, in both digital and print formats.

16.2.2. Regarding the Client

(a) Distinction Between Collaboration Types. There are two categories of Collaborations on the Platform: (i) Creator-Posted Collaborations. Creator produces and publishes Content on Creator’s own social media channels. By default, the Client does not receive usage rights in such Content. If the Client wishes to reuse Creator’s Content beyond the original post (e.g., ads, website, reposting), the Client must explicitly select the “Content Usage Rights Requested” option in the Content Brief. In such case, the license set out in subsection (c) below shall apply. (ii) Client-Use Content Collaborations. Creator produces Content for direct use by the Client (e.g., ads, website, Client’s social media accounts) without Creator posting on their own social media. In these cases, the license set out in subsection (c) below shall apply automatically.

(b) Ownership. Creator retains ownership of all intellectual property rights in the Content, subject to the licenses granted in this Section.

(c) Grant of License to Client. Where usage rights are requested (for Creator-Posted Collaborations) or automatic (for Client-Use Content Collaborations), Creator grants the Client a non-exclusive, worldwide, perpetual, sublicensable, and assignable license to use, reproduce, publish, display, adapt, edit, crop, create derivative works from, and otherwise exploit the Content for commercial purposes, including websites, apps, social media, email marketing, and digital advertising.

Exclusion of Print/OOH. This license does not include rights to use Content in print or out-of-home media (billboards, packaging, magazines, flyers, brochures, merchandise, etc.), which require a separate written agreement or add-on purchase.

(d) Model Releases and Third-Party Rights. Creator represents and warrants that Creator has obtained all necessary model releases, consents, and permissions for any individuals appearing in the Content, covering rights of publicity, likeness, and privacy, and that the Content does not infringe third-party intellectual property or moral rights.

(e) Waiver of Moral Rights. To the fullest extent permitted by law, Creator waives any moral rights or similar rights of attribution or integrity in the Content and agrees not to assert them against the Client or Company.

(f) Agency Clients. If the Client is acting as an agency for an end-client, the license in subsection (c) automatically extends to that end-client.

16.3. Client’s Intellectual Property Rights

(a) Ownership. Client retains all rights, title, and interest in and to its intellectual property, including but not limited to names, logos, trademarks, service marks, trade dress, brand assets, copyrighted material, and proprietary content (“Client IP”). Nothing in these Terms transfers ownership of Client IP to Company or Creator.

(b) License to Creator (for Collaboration). The Company, on behalf of the Client, grants Creator a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s name, logo, trademarks, and other brand assets solely as necessary to create and deliver the Content under an approved Collaboration. This license automatically terminates upon completion of the Collaboration, unless otherwise agreed in writing. Creator acquires no ownership or continuing rights in any Client or Company trademarks, trade names, copyrights, or other intellectual property.

(c) License to Company (for Marketing & Promotion). Client grants Company a non-exclusive, worldwide, royalty-free license to use Client’s name, trademarks, logos, and references to Client marketing efforts for the purpose of operating, marketing, and promoting the Platform and Company’s Services. This includes use in the Company’s website, platform, sales materials, case studies, investor presentations, and online or offline advertising. Client may revoke this license upon thirty (30) days’ written notice, in which case the Company will use commercially reasonable efforts to remove such uses going forward.

(d) No Implied Rights. Except for the limited licenses expressly granted in this Section, neither Company nor Creator obtains any right, title, or interest in Client IP.

17. Payments

17.1. Creator Fee

The “Creator’s Fee” means the amount agreed between Client and Creator for a Collaboration, as specified through the Platform at the time of acceptance. The Creator’s Fee is payable by Client into Company’s escrow account upon Collaboration acceptance, and is released to Creator only in accordance with these Terms, including Section 13 (Refunds and Disputes) and Section 30 (Dispute Resolution & Arbitration).

17.2. Marketplace Fee

The Company charges a marketplace fee (the “Marketplace Fee”) equal to ten percent (10%) of the Creator’s Fee for each Collaboration, unless otherwise specified in the applicable Order Form.

(a) Basis. The Marketplace Fee is calculated solely on the Creator’s Fee agreed for a Collaboration. It does not apply to shipping costs, product value, or taxes, unless expressly stated.

(b) Timing. The Marketplace Fee is charged upon Client’s approval of Content, or upon automatic approval under these Terms. Where a dispute is resolved in favor of the Creator, the Marketplace Fee shall be deemed earned upon release of funds from escrow.

(c) Non-Refundable. Once charged, the Marketplace Fee is non-refundable, including in cases where the Client later cancels the Collaboration, unless expressly required by applicable law.

(d) Free Product Collaborations. No Marketplace Fee applies where the Creator’s only compensation is receipt of a free product.

17.3. Billing Models

Clients may choose between the following billing models, subject to Company’s approval:

(a) Charge Now. At the time of Collaboration acceptance, the Client shall immediately prepay the full Creator Fee (plus applicable Marketplace Fee) into Company’s escrow account in accordance with Section 6 (Remuneration). Funds are released in accordance with Section 13 (Refunds & Disputes).

(b) Scheduled Billing (by approval only). Available solely to long-standing Clients in good standing, as determined by the Company in its sole discretion. Under this model, the Company issues a consolidated invoice at the end of each calendar month covering all Collaborations successfully completed and approved (manually or automatically) during that month. Such invoices are due and payable within five (5) days of issuance. The Company may revoke Scheduled Billing eligibility at any time.

17.4. Payment Methods

Clients may pay Creator Fees, Marketplace Fees, Subscription Fees, and other charges using one of the following methods:

(a) Credit/Debit Card (Recurring Payment Method). Clients purchasing Services via a credit card, debit card, or any other recurring payment method accepted by the Company (“Recurring Payment Method”) authorize the Company (or its designee) to automatically charge such method on a monthly basis during the Subscription Term. The amount billed may vary depending on the Client’s usage of the Services and may include subscription fees, upgrade fees, one-time fees, additional usage charges, taxes, and other amounts described in these Terms.

• Foreign Transaction Fees. The Client acknowledges that certain providers may charge a foreign transaction fee or other charges.
• Invalid Payments. If a payment fails (e.g., expired card, insufficient funds), the Client remains responsible for outstanding amounts. The Company may (i) invoice the Client directly, (ii) retry the payment once the Client updates the payment method, or (iii) suspend or terminate the Agreement.
• Changing Payment Method. The Client may update its Recurring Payment Method at any time through the “Settings” page on the Dashboard.
• Payment of Outstanding Fees. Upon termination or expiration of the Subscription, the Company may charge the Client’s Recurring Payment Method (or invoice directly) for any outstanding fees accrued.

(b) Bank Transfer (SEPA). Clients may pay invoices via SEPA or other bank transfer methods accepted by the Company. For Creator payouts, the Company pays out successfully completed Collaborations by SEPA transfer on the last day of each calendar month. The Company is not responsible for delays or fees charged by Client’s or Creator’s financial institutions.

18. Subscription

Any subscription offered by the Company is a monthly subscription. For a month-to-month subscription, the Subscription Term will automatically renew on a monthly basis. Each successive contract month will be considered a “renewal term.” The Client may cancel a month-to-month subscription at any time by going to the “Billing” page in the Dashboard, and the effective termination date will be the last day of the then-current renewal term.

18.1. No Refunds

By purchasing a Subscription, Client acknowledges and agrees that all Subscription fees are non-refundable once charged, regardless of Client’s use of the Platform or termination of this Agreement. Any statutory rights that cannot be waived under applicable law remain unaffected.

18.2. Cancellation

The Company does not automatically cancel subscriptions due to inactivity. To avoid further billing, cancellation requests must be submitted directly by the Client through customer support or managed via the Client’s account settings.

18.3. Money-Back Guarantee Policy

The Company offers a refund of the first month’s Content Creation Subscription fee in the case where Client publishes a Campaign, but does not start a collaboration with any of the Creators that have applied to the Campaign, due to unsatisfactory applications.

No refund will be granted if:

(a) Unauthorized Contact Requests. The Client asks any of the Creators who have applied for contact details (email, telephone number, etc), social media account details or any other form of details that would enable Client access to Creator

(b) Proposal Acceptance. The Client accepts any of the Creator's proposals

(c) Unsupported Language Targeting. The Client seeks Creators who speak languages that are not official national languages of markets that are supported by the Company

(d) Inactive Subscription. The Client activated a subscription, but did not publish a Campaign to initiate a recruitment

(e) Invite Response. The Client invited a Creator from the Company's Creator database and they responded to the Invite.

19. Compliance With Laws

Creator agrees and acknowledges to use the Services in accordance with these Terms and with applicable law and to not violate any law, contract, intellectual property, privacy or other third-party right or commit a tort and to be solely responsible for any conduct while providing the Services or using Company’s Services.

Creator shall comply with all applicable laws and regulations in connection with the performance of the Services, including the Federal Trade Commission’s Guides Concerning Use of Endorsements and Testimonials in Advertising, available here, or similar legislation, applicable from time to time.

20. Confidentiality

Creator shall not disclose the engagement details of the Collaboration without obtaining prior written approval of the Company and / or the Client.

Creator shall ask the Client if they agree with using them as a reference in his further business endeavours.

Notwithstanding the above Creator may disclose Creator’s general association with the Company and / or the Client provided such disclosure is limited to factual, non-disparaging references.

Creator shall not disclose the substance of this Agreement or prior negotiation terms or any marketing plans, strategies, results or other information (“Confidential Information”) divulged to, or learned by, Creator in connection with the Services or this Agreement without the Company’s prior written consent, unless and until such Confidential Information has generally become available to the public from sources other than Creator.

The definition of “Confidential Information” also includes any other information for which it is clear that its disclosure to an unauthorized person could result in considerable damage for the Company or its Client. Creator is responsible for the disclosure of Confidential Information if they are aware or should be aware (but were not due to ordinary negligence) of such nature of information.

Upon termination of this Agreement, the Creator shall not discuss or make reference to the specific details of the termination and will limit any comments or statements as to the termination, if any, to the fact that the relationship ended and the effective date of the termination.

The Client also obliges to process any personal data of the Creator with confidentiality and shall not disclose or share any personal data, provided that the Client has not obtained prior Creator’s consent.

The obligation to protect personal data and Confidential Information as secrecy, shall be binding even after the termination of the Campaign or after the performance of the Services.

21. Indemnification

Creator shall also defend, indemnify and hold harmless the Company’s shareholders, directors, employees, student workers, Clients (the “Covered Parties”), and assigns from and against any and all third party claims, suits, actions, damages, liabilities, judgments, assessments, interest charges, penalties, costs or expenses, including reasonable attorney’s fees and costs of lawsuit (collectively, “Liabilities”), arising out of:

(a) any wilful misconduct or negligent act or omission of the Creator,

(b) any violation by the Creator and / or its representatives of any regulation applicable to the performance of the Creators obligations under this Agreement;

(c) material or information created or provided by the Creator, including any Liabilities arising from the actual or alleged infringement by the Creator of any third party patent, trademark copyright or publicity rights pertaining to such material or information; or

(d) Creator’s breach of this Agreement.

If the Company seeks indemnification, Creator shall give Company the right to participate in the settlement and / or defence as an intervener or litigation party at any such claim.

Creator shall notify Company in writing or via e-mail of any (risks of) Liability within 8 working days. Creator may not settle or dispose of any claim without Company’s prior written approval and shall be therefore solely responsible for Company’s incurred damages in the event of breach of such act or notification thereof.

22. Release

Creator releases and discharges the Covered Parties from any and all claims (except for payment of Fees) arising out of or related to your provision of the Services. Such excluded claims include any Company’s or Client’s liability for any accident, illness, injury, loss, or damage to personal property.

Company explicitly states and Creator acknowledges and agrees that the Covered Parties assume no responsibility for any liability, damage, or injury that may be caused by Creator’s negligent or intentional acts or omissions committed prior to, during, or after provision of the Services.

The parties acknowledge and agree that the Covered Parties assume no responsibility for any liability, damage, or injury caused by the intentional or negligent acts or omissions of others.

Creator shall also be solely responsible for any claims that may arise regarding the use of Creator’s Content, name, likeness, and image including any claims of defamation, invasion of privacy, or infringement of moral rights, rights of publicity or copyright. The Creator therefore releases the Covered Parties from any claims.

23. Representations and Warranties

Creator represents and warrants that:

(a) Creator is of a legal age to use our application and has the full business capacity (capability) and power to enter into and fully perform this Agreement in accordance with its terms;

(b) the execution, delivery, and performance of this Agreement will not violate the rights of any third party or violate the provisions of any agreement to which Creator is a party;

(c) the Content shall be wholly original and not copied in whole or in part from any other work except materials in the public domain or supplied to Creator by the Company or the Client;

(d) neither the Content nor the use thereof infringes upon or violates any right of privacy or publicity of, or constitutes libel, slander or any unfair competition against, or infringes upon or violates the copyright, trademark rights or other intellectual property rights of any person or entity; and

(e) Creator's engagement under this Agreement and provision of the Services will not be used to pay for, support or otherwise engage in any illegal activities; including but not limited to: gambling, fraud; money-laundering; or terrorist activities; or other illegal activities;

(f) Creator shall not provide false, inaccurate, or misleading information and / or Creator shall not encourage or induce any third party to engage in any of the activities prohibited under this Section.

For the purpose of account security, the Company reserves the right to request additional information at any time to support the verification of user identities.

24. Term and Termination

This Agreement is effective immediately upon your consent with this Agreement, which is provided by signing up and shall end on a date a Creator/Client requests the deletion of their account or upon our termination of this Agreement.

Company reserves the right to terminate and / or suspend Creator’s/Client’s access to the application, without giving prior written notice to the Creator/Client.

Furthermore, Company reserves the right to delete all related information and files related to the use of our Services, without liability to the Creator or Client, at any time for any reason, including, but not limited to, if based on Company’s sole discretion it is to believe that the Creator or Client has: (i) violated these Terms, (ii) created risk or possible legal exposure.

Creator or Client cannot delete his or her account if Collaboration is in progress.

In other events, the user’s account shall be deleted within three (3) working days after Creator’s or Client’s request for deletion is received by Company.

25. Changes of Terms

The Company reserves the right, at its sole discretion, to modify or replace the terms at any time. It is your sole responsibility to review these terms and eventual revision periodically. If at any time you find these terms unacceptable or if you do not agree to these terms, please stop using or do not use our website, Services. You will be deemed to have accepted any and such changes by continuing to use our Services / or access our website.

26. Survival

The rights and obligations which by their nature are intended to survive termination or expiration of this Agreement shall so survive. No obligation

Nothing in this Agreement shall constitute any obligation on the Company or the Client to use the Content or other rights provided in this Agreement.

26.1. Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement (except for payment obligations) to the extent such failure or delay is caused by circumstances beyond that party’s reasonable control, including but not limited to acts of God, natural disasters, epidemics, labor disputes, internet or telecommunications failures, power outages, government actions, war, terrorism, civil unrest, or other events of force majeure.

The affected party shall use reasonable efforts to mitigate the impact of the force majeure event and resume performance as soon as reasonably practicable. If the period of non-performance continues for more than thirty (30) days, either party may terminate the affected Services upon written notice to the other party.

27. Assignment

Company may assign or transfer this Agreement, in whole or in part, without restriction, including to any affiliate, successor, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Client and Creator may not assign, delegate, or otherwise transfer this Agreement, in whole or in part, without the Company’s prior written consent, and any attempted assignment in violation of this Section shall be null and void.

Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

28. Notices

Any notice required or permitted by this Agreement must be in writing and shall be deemed delivered when (a) sent by certified or registered mail, return receipt requested, upon verification of receipt, or (b) sent by email to the registered email address of the receiving party, upon confirmation of successful transmission.

Notices to the Company shall be sent to:
Influee, Inc.
228 Park Ave S
New York, NY 10003
legal@influee.co

Either party may update its notice address or email by providing notice to the other party in accordance with this Section.

29. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Subject to Section 30 (Dispute Resolution & Arbitration), the parties agree that the state and federal courts located in New York County, New York, shall have jurisdiction to enter judgment on an arbitration award or to grant temporary injunctive relief in aid of arbitration.

30. Dispute Resolution & Arbitration

(a) Mandatory Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, performance, breach, or termination, shall be finally resolved by binding arbitration, rather than in court, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”).

(b) Seat & Venue. The arbitration shall take place in New York County, New York, and the language of the arbitration shall be English.

(c) Arbitrator. The arbitration shall be conducted by a single neutral arbitrator appointed in accordance with the AAA Rules. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement.

(d) Class Action Waiver. The parties agree that arbitration shall be conducted only on an individual basis and not in a class, collective, consolidated, or representative action. The parties expressly waive any right to bring or participate in such proceedings.

(e) Court Proceedings. Judgment on the arbitral award may be entered in any court of competent jurisdiction. Either party may also apply to such courts for temporary or preliminary injunctive relief to preserve rights or property pending completion of the arbitration.

(f) Opt-Out Right. You may opt out of this arbitration agreement by sending written notice to legal@influee.co within thirty (30) days of first accepting these Terms. If you opt out, disputes will be resolved exclusively in the courts described in Section 29 (Governing Law), and you will retain the right to participate in class actions to the extent permitted by law.

31. Severability

If any provision of this Agreement is held by a court of law to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.

32. Waiver and Entire Agreement

The waiver by either party of a breach of any provision of this Agreement by the other party will not operate or be construed as a waiver of any other or subsequent breach by such other party. The failure of either party at any time or times to demand strict performance by the other of any of the terms, covenants or conditions in this Agreement will not be construed as a continuing waiver or relinquishment thereof and each may at any time demand strict and complete performance by the other of said terms, covenants and conditions.

These terms of use constitute the entire agreement between the parties relating to this subject matter and supersede all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement govern all Services undertaken by the Creator for the Company.

33. Warranty Disclaimer

To the fullest extent permissible under applicable law, Company’s Services are provided on an “as is,” and “as available” basis. You expressly waive and the Company expressly disclaims any and all express, implied or statutory warranties, including implied warranties of condition, uninterrupted use, merchantability, satisfactory quality, fitness for a particular purpose, noninfringement of third-party rights, and warranties (if any) arising from a course of dealing, usage, or trade practice.

Company does not warrant that the Service will be error-free or uninterrupted; that defects will be corrected within a commercially reasonable time. You acknowledge that your use of the Service is at your sole risk. By accessing or using the Service you represent and warrant that your activities are lawful in every jurisdiction where you access or use Company’s Services.

34. Limitation of Liability

Except for the Excluded Claims defined below, in no event shall either party’s aggregate liability arising out of or relating to this Agreement exceed the total fees paid (and payable) by Client to Company under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.

Excluded Claims. The above limitation shall not apply to: (a) either party’s gross negligence or willful misconduct; (b) either party’s indemnification obligations under Section 21 (Indemnification); (c) breach of Section 20 (Confidentiality) or a data breach involving Client or Creator data; (d) infringement or misappropriation of intellectual property rights; or (e) Client’s obligation to pay undisputed fees due under this Agreement.

Under no circumstances will either party (including Company’s officers, directors, employees, agents, and suppliers) be liable to the other for any indirect, incidental, special, consequential, or punitive damages (including loss of profits, revenue, goodwill, data, or business opportunities), whether arising under contract, tort (including negligence), strict liability, or any other theory, even if advised of the possibility of such damages.