Terms of Service

1. Acceptance of Terms

By accessing, browsing, registering for, or using the Platform or any of the Services in any manner, you expressly acknowledge and agree that you have read, understood, and consent to be legally bound by these Terms of Service, our Privacy Policy (incorporated herein by reference), and any additional guidelines, rules, policies, or procedures that we may publish from time to time on the Platform (collectively, the "Agreements"). All such additional policies and guidelines are hereby incorporated into these Terms by reference.

You represent and warrant that you are at least eighteen (18) years of age and possess the legal capacity to enter into binding contracts under applicable law. If you are under the age of eighteen (18), you are expressly prohibited from using the Platform, and you must immediately discontinue all access and use. We reserve the right to request proof of age at any time and to terminate any account where we reasonably believe the User is under the age of eighteen (18).

If you are accessing or using the Platform on behalf of a corporation, partnership, limited liability company, sole proprietorship, or any other legal entity (an "Entity"), you represent and warrant that you have full legal authority to bind that Entity to these Terms. In such cases, the terms "you" and "your" shall refer to both you individually and the Entity on whose behalf you are acting. If you do not have such authority, or if the Entity does not agree to these Terms, you must not access or use the Platform.

You acknowledge and agree that your electronic acceptance of these Terms, whether through clicking an "I Agree" button, checking an acceptance box, or simply by continuing to access or use the Platform, constitutes a valid and enforceable electronic signature and is the legal equivalent of your handwritten signature. This electronic agreement satisfies all requirements of applicable law, including the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. §§ 7001-7006, and any applicable state electronic transaction laws.

We reserve the right to modify, update, or supplement these Terms at any time in accordance with Section 24 (Modifications to Terms). Your continued use of the Platform following the posting of any changes constitutes your acceptance of such changes. It is your responsibility to review these Terms periodically for any updates or modifications.

2. Definitions

For the purposes of these Terms of Service, the following capitalized terms shall have the meanings set forth below. Terms not otherwise defined herein shall have their plain and ordinary meaning.

• "Account" means the registered user account created by a User on the Platform, which provides access to the Services and stores the User's profile information, transaction history, and other data associated with their use of the Platform.
• "Brand" means any User who registers on the Platform as a business, company, ecommerce operator, or advertiser for the purpose of sourcing, commissioning, and purchasing user-generated content from Creators for use in advertising campaigns, including but not limited to Meta Ads.
• "Campaign" means a project or engagement initiated by a Brand through the Platform, setting forth the scope of work, content requirements, deliverables, timelines, compensation terms, product sample details, and any other specifications for the creation of Content by one or more Creators.
• "Campaign Brief" means the detailed written description and specifications provided by a Brand in connection with a Campaign, including but not limited to content format, style guidelines, messaging requirements, brand guidelines, product information, deadlines, and any other instructions or creative direction.
• "Commission" means a variable percentage-based fee charged by the Platform on transactions completed through the Services, the rate of which may vary based on campaign type, user tier, promotional offerings, or other factors as determined by Creative Scale in its sole discretion.
• "Confidential Information" means any non-public information disclosed by one party to another in connection with the use of the Platform, including but not limited to business strategies, pricing information, customer lists, marketing plans, financial data, proprietary technology, trade secrets, campaign performance data, and any other information designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.
• "Content" means any user-generated content (UGC) created by a Creator in connection with a Campaign, including but not limited to video recordings, photographs, audio recordings, scripts, captions, text, graphics, testimonials, product demonstrations, reviews, and any derivative works thereof, in any format or medium.
• "Creator" means any User who registers on the Platform as a content creator for the purpose of producing user-generated content for Brands. Creators are independent contractors and are not employees, agents, or representatives of Creative Scale or any Brand. Creators may be individuals of any follower count or audience size.
• "Deliverables" means the specific Content, files, assets, and other materials that a Creator is required to produce and deliver to a Brand in accordance with the terms of a Campaign Brief.
• "Dispute" means any claim, controversy, or disagreement between a User and Creative Scale, or between Users, arising out of or relating to these Terms, the Platform, the Services, or any transaction conducted through the Platform.
• "Escrow" means the payment holding mechanism administered through Stripe (or such other payment processor as Creative Scale may designate) whereby Brand payments are held in a secure account pending the completion and approval of Content before being released to the Creator.
• "Fees" means all charges, commissions, service fees, transaction fees, and other amounts payable to Creative Scale in connection with the use of the Platform and Services, including but not limited to platform service fees on transactions.
• "Flat Fee" means a fixed, non-variable amount of compensation agreed upon between a Brand and a Creator for the completion of a specific Campaign or set of Deliverables, as distinct from Commission-based pricing.
• "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected party, including but not limited to natural disasters, pandemics, epidemics, acts of God, war, terrorism, civil unrest, government actions or orders, internet or telecommunications failures, power outages, labor strikes or disputes, and any other circumstances that could not have been reasonably foreseen or prevented.
• "Intellectual Property" or "IP" means all patents, copyrights, trademarks, service marks, trade names, trade dress, trade secrets, know-how, moral rights, rights of publicity, rights of privacy, and all other intellectual property rights and proprietary rights recognized under any applicable law, whether registered or unregistered, and all applications, renewals, extensions, and restorations thereof.
• "Meta Ads" means advertising campaigns and content distributed through Meta Platforms, Inc.'s advertising network, including but not limited to ads on Facebook, Instagram, Messenger, Audience Network, and any successor platforms.
• "Payment Processor" means Stripe, Inc., or any other third-party payment processing service designated by Creative Scale to facilitate the processing, holding, and disbursement of payments through the Platform.
• "Platform" means the Creative Scale marketplace, including the website at https://thecreativescale.com, all associated subdomains, web applications, mobile applications, APIs, integrations, and any related tools, features, or services provided by Creative Scale.
• "Product Sample" or "Product" means any physical product, merchandise, or item shipped by a Brand to a Creator for the purpose of producing Content in connection with a Campaign.
• "Service Fee" means the fee charged by Creative Scale on transactions processed through the Platform, which may be assessed as a percentage of the transaction amount, a flat fee, or a combination thereof, as determined by Creative Scale in its sole discretion and as disclosed to Users prior to each transaction.
• "Services" means all features, tools, functionalities, and capabilities provided by Creative Scale through the Platform, including but not limited to the marketplace, campaign management tools, messaging systems, payment processing, content delivery, analytics, and any other services made available to Users.
• "User" means any individual or Entity that accesses or uses the Platform or Services in any capacity, including but not limited to Brands, Creators, visitors, and any other registered or unregistered users.

3. Eligibility

The Platform and Services are available only to individuals and Entities that meet all of the following eligibility requirements. By accessing or using the Platform, you represent and warrant that you satisfy each of the following conditions:

• Age Requirement: You are at least eighteen (18) years of age. The Platform is not intended for, and shall not be used by, individuals under the age of eighteen (18). We do not knowingly collect personal information from individuals under the age of eighteen (18), and if we become aware that a User is under the age of eighteen (18), we will immediately terminate their Account and delete all associated data.
• Legal Capacity: You have the full legal capacity and authority to enter into a binding contract and to perform your obligations under these Terms. You are not subject to any legal disability, guardianship, conservatorship, or other legal restriction that would prevent you from entering into these Terms.
• No Prior Prohibition: You have not been previously suspended, removed, banned, or otherwise prohibited from using the Platform or Services by Creative Scale. Any attempt to create a new Account after being banned constitutes a material breach of these Terms and may subject you to legal liability.
• Geographic Eligibility: The Platform is primarily designed for Users located within the United States of America. By accessing the Platform, you represent that your use of the Services complies with all applicable local, state, national, and international laws and regulations. Users outside the United States acknowledge that they are solely responsible for compliance with their local laws.
• Entity Authorization: If you are using the Platform on behalf of an Entity, you represent and warrant that (a) the Entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) you are duly authorized by the Entity to accept these Terms on its behalf; and (c) the Entity agrees to be bound by these Terms.
• Accurate Information: You agree to provide accurate, current, and complete information during the registration process and to maintain and promptly update such information to keep it accurate, current, and complete at all times.
• Compliance with Laws: You represent and warrant that your use of the Platform and Services will comply with all applicable federal, state, and local laws, statutes, rules, regulations, ordinances, and any other governmental requirements, including but not limited to advertising disclosure requirements, consumer protection laws, tax laws, and data protection regulations.

Creative Scale reserves the right, in its sole discretion, to refuse access to the Platform or Services to any individual or Entity, at any time, for any reason or no reason, with or without prior notice. We may also impose additional eligibility requirements at any time.

4. Account Registration

In order to access certain features of the Platform and to use the Services, you must create an Account by completing the registration process. By registering for an Account, you agree to the following terms and conditions:

• Accurate Information: You agree to provide truthful, accurate, current, and complete information during the registration process, including but not limited to your legal name, email address, physical address, phone number, tax identification information, and any other information requested by Creative Scale. You further agree to promptly update your Account information to maintain its accuracy and completeness at all times.
• Account Security: You are solely responsible for maintaining the confidentiality and security of your Account credentials, including your username, password, and any other authentication factors. You agree to use strong, unique passwords, to enable multi-factor authentication when available, and to take all reasonable precautions to prevent unauthorized access to your Account.
• Responsibility for Account Activity: You are fully responsible for all activities and transactions that occur under your Account, regardless of whether such activities were authorized by you. You acknowledge that Creative Scale is not liable for any loss or damage arising from unauthorized access to or use of your Account.
• One Account Per Person: Each individual may maintain only one (1) Account on the Platform. Creating multiple accounts, whether to circumvent restrictions, manipulate the Platform, or for any other purpose, is strictly prohibited and constitutes a material breach of these Terms. Creative Scale reserves the right to merge, suspend, or terminate duplicate accounts without notice.
• Notification of Unauthorized Access: You agree to immediately notify Creative Scale at legal@creativescale.co if you become aware of or reasonably suspect any unauthorized access to or use of your Account, any breach of security, or any other compromise of your Account credentials. Failure to promptly notify Creative Scale may result in additional liability on your part.
• Account Verification: Creative Scale reserves the right to verify the identity of any User at any time, including by requesting government-issued identification, proof of address, tax documentation, or other verification materials. You agree to cooperate fully with any such verification requests. Failure to provide requested verification within a reasonable time may result in the suspension or termination of your Account.
• Account Non-Transferability: Your Account is personal to you and may not be sold, transferred, assigned, sublicensed, or otherwise conveyed to any third party without the prior written consent of Creative Scale. Any attempted transfer in violation of this provision shall be null and void.

Creative Scale reserves the right to suspend or terminate any Account that violates these Terms, that contains inaccurate or fraudulent information, or that Creative Scale determines, in its sole discretion, poses a risk to the Platform, other Users, or third parties.

5. Platform Description

Creative Scale operates a technology-enabled marketplace platform that connects Brands seeking user-generated content for advertising campaigns, particularly Meta Ads, with Creators who produce such content. The Platform facilitates the discovery, communication, contracting, and payment processes between Brands and Creators.

MARKETPLACE FACILITATOR ONLY. Creative Scale acts solely as an intermediary marketplace facilitator and technology platform provider. Creative Scale is NOT a party to any transaction, agreement, or arrangement between Brands and Creators. Creative Scale does not create, produce, direct, or control Content, and does not participate in, manage, or oversee the performance of any Campaign except to the extent necessary to operate the Platform and enforce these Terms.

NO EMPLOYMENT RELATIONSHIP. Creative Scale does not employ Creators, and nothing in these Terms, on the Platform, or in any communication from Creative Scale shall be construed to create an employer-employee relationship, joint venture, partnership, franchise, or agency relationship between Creative Scale and any User. Creators are independent contractors, not employees of Creative Scale or any Brand. See Section 6 (Creator Terms) for a detailed description of the independent contractor relationship.

NO GUARANTEE OF MATCHES OR RESULTS. Creative Scale does not guarantee that any Brand will find a suitable Creator, that any Creator will receive Campaign offers, or that any User will achieve any particular level of earnings, results, engagement, or satisfaction from using the Platform. The Platform provides tools and technology to facilitate connections, but the success of any Campaign or business relationship depends entirely on the parties involved.

NO ENDORSEMENT. Creative Scale does not endorse, warrant, or guarantee the quality, safety, legality, accuracy, or suitability of any User, Content, Campaign, Product, or any other aspect of transactions facilitated through the Platform. References, ratings, reviews, badges, verification marks, or other indicators on the Platform are provided for informational purposes only and do not constitute an endorsement, guarantee, or recommendation by Creative Scale.

THIRD-PARTY SERVICES. The Platform may integrate with, link to, or rely upon third-party services, including but not limited to Stripe for payment processing, Meta Platforms for advertising, and various hosting and infrastructure providers. Creative Scale is not responsible for the availability, accuracy, security, or performance of any third-party services, and your use of such services is subject to the applicable third party's terms and conditions.

PLATFORM AVAILABILITY. While Creative Scale endeavors to maintain continuous availability of the Platform, we do not guarantee uninterrupted, error-free, or secure access to the Platform or Services. The Platform may be subject to scheduled maintenance, unscheduled outages, technical difficulties, or other interruptions. Creative Scale shall not be liable for any loss or damage resulting from Platform unavailability.

6. Creator Terms

This Section 6 applies specifically to Users who register as Creators on the Platform. By registering as a Creator, you agree to the following terms in addition to all other provisions of these Terms.

7. Brand Terms

This Section 7 applies specifically to Users who register as Brands on the Platform. By registering as a Brand, you agree to the following terms in addition to all other provisions of these Terms.

8. Content Ownership & Licensing

This Section 8 governs the ownership and licensing of Content created through the Platform. All Users acknowledge and agree to the following provisions regarding intellectual property rights in Content.

9. Payment Terms

This Section 9 governs all financial transactions processed through the Platform. All Users acknowledge and agree to the following payment terms and conditions.

10. Product Samples

Certain Campaigns may require Brands to ship Product Samples to Creators for the purpose of producing Content. The following terms govern Product Samples:

• Shipping Responsibility: Brands are solely responsible for shipping Product Samples to the Creator's designated address at the Brand's expense. Brands must use trackable shipping methods and provide tracking information to the Creator through the Platform.
• Shipping Timelines: Brands must ship Product Samples within the timeframe specified in the Campaign Brief. Delays in Product shipment may affect Campaign timelines, and Creative Scale shall not be liable for any delays caused by late shipment of Product Samples.
• Creator Retention: Unless otherwise specified in the Campaign Brief, Creators retain ownership and possession of all Product Samples upon receipt. Brands shall not require Creators to return Product Samples.
• No Returns Required: Creators are not required to return Product Samples to Brands after completing a Campaign, regardless of whether the Campaign is completed, canceled, or disputed.
• Damage or Loss in Transit: The Brand assumes all risk of loss, damage, or destruction of Product Samples during shipping and transit. Creative Scale is not responsible for Product Samples that are lost, damaged, stolen, or destroyed during shipping.
• Risk Upon Receipt: Once a Creator receives a Product Sample, the Creator assumes all risk of loss, damage, or destruction of the Product. Creative Scale is not liable for any damage to or loss of Product Samples after delivery to the Creator.
• Product Safety: Brands represent and warrant that all Product Samples comply with applicable product safety laws and regulations, are free from defects, and are safe for their intended use. Brands are solely responsible for any injury, damage, or harm caused by Product Samples.
• Prohibited Products: Brands may not ship illegal, hazardous, restricted, or prohibited products through the Platform without prior written consent from Creative Scale. Creative Scale reserves the right to prohibit the shipment of any product category at its sole discretion.

11. Fees & Taxes

This Section 11 sets forth the fee and tax obligations of Users in connection with their use of the Platform.

12. Acceptable Use Policy

You agree to use the Platform and Services only for their intended purposes and in compliance with these Terms, all applicable laws, and commonly accepted standards of professional conduct. Acceptable use of the Platform includes:

• Creating and managing Campaigns in good faith, with the genuine intent to produce and utilize Content for legitimate advertising and marketing purposes.
• Communicating with other Users in a professional, respectful, and timely manner through the Platform's messaging system.
• Providing accurate, truthful, and complete information in your Account profile, Campaign Briefs, proposals, and all other interactions on the Platform.
• Delivering Content that meets the quality standards, specifications, and timelines set forth in Campaign Briefs.
• Making and receiving payments exclusively through the Platform for all transactions initiated through the Platform.
• Respecting the intellectual property rights, privacy rights, and other legal rights of Creative Scale, other Users, and third parties.
• Promptly reporting any violations of these Terms, suspicious activity, or security concerns to Creative Scale at legal@creativescale.co.
• Cooperating with Creative Scale in any investigation of suspected violations, fraud, or security incidents.
• Complying with all applicable laws, regulations, industry standards, and advertising guidelines in connection with your use of the Platform.

Creative Scale reserves the right to investigate any suspected violation of this Acceptable Use Policy and to take appropriate action, including but not limited to warning, suspension, or termination of Accounts, removal of Content, and referral to law enforcement.

13. Prohibited Conduct

You agree not to engage in any of the following prohibited conduct. Violation of any of these prohibitions constitutes a material breach of these Terms and may result in immediate suspension or termination of your Account, forfeiture of pending payments, and legal action.

• Fraud and Misrepresentation: Engaging in any form of fraud, deception, or misrepresentation, including but not limited to providing false identity information, fabricating portfolio samples, misrepresenting qualifications or experience, creating fake reviews or testimonials, or submitting fraudulent payment information.
• Platform Circumvention: Attempting to circumvent, bypass, or undermine the Platform's systems, processes, or fees, including but not limited to taking transactions off-platform, communicating personal contact information for the purpose of avoiding Platform fees, or using the Platform solely to identify contacts for off-platform engagement.
• Spam and Unsolicited Communications: Sending unsolicited, bulk, or automated messages to other Users, including but not limited to promotional messages, chain messages, commercial solicitations, or any form of spam.
• Harassment and Abuse: Engaging in harassment, bullying, intimidation, threats, stalking, hate speech, or any conduct that is abusive, offensive, or creates a hostile environment for other Users.
• Illegal Content: Creating, uploading, transmitting, or distributing Content that is illegal, infringing, defamatory, obscene, pornographic (unless expressly permitted by the Campaign and applicable law), threatening, inciting violence, or otherwise harmful.
• Fake Engagement: Artificially inflating metrics, engagement, reviews, ratings, or any other performance indicators through bots, purchased followers, click farms, or any other deceptive or manipulative means.
• Identity Misrepresentation: Impersonating another person or Entity, creating fake accounts, misrepresenting your identity or affiliation, or otherwise engaging in identity fraud.
• Competing Platform Solicitation: Using the Platform to solicit or recruit Users for competing platforms or services, or to promote or advertise competing marketplace services.
• Data Scraping and Mining: Using automated tools, bots, scrapers, crawlers, or any other means to access, collect, harvest, or store data from the Platform without Creative Scale's prior written consent.
• Reverse Engineering: Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code, algorithms, structure, or underlying technology of the Platform or any of its components.
• Malware and Security Threats: Uploading, transmitting, or distributing any virus, malware, spyware, ransomware, Trojan horse, worm, or any other malicious code or software that could damage, disable, interfere with, or impair the Platform or any User's device or system.
• Unauthorized Access: Attempting to gain unauthorized access to the Platform, other Users' Accounts, Creative Scale's systems or networks, or any data stored on the Platform through hacking, password mining, brute-force attacks, or any other unauthorized means.
• Interference with Platform Operations: Taking any action that imposes an unreasonable or disproportionately large load on the Platform's infrastructure, interferes with the proper functioning of the Platform, or disrupts the experience of other Users.
• Manipulation of Reviews or Ratings: Posting fake, misleading, or incentivized reviews or ratings, or attempting to manipulate the Platform's review, rating, or recommendation systems.
• Violation of Third-Party Rights: Infringing or misappropriating any third party's intellectual property rights, privacy rights, publicity rights, contractual rights, or any other rights.
• Money Laundering: Using the Platform for the purpose of money laundering, terrorist financing, or any other financial crime.

Creative Scale reserves the right to determine, in its sole discretion, whether any conduct violates these prohibitions, and to take any action it deems appropriate in response, including immediate termination of the offending User's Account without notice or refund.

14. Non-Solicitation & Non-Circumvention

To protect the integrity of the Platform and the investments made by Creative Scale in facilitating connections between Brands and Creators, the following non-solicitation and non-circumvention provisions apply:

• Non-Circumvention Obligation: For a period of twenty-four (24) months following the last transaction or interaction between a Brand and a Creator facilitated through the Platform (the "Restricted Period"), neither the Brand nor the Creator shall directly or indirectly engage in any commercial relationship, transaction, or arrangement with each other for content creation services, advertising services, or substantially similar services outside of the Platform, without the prior written consent of Creative Scale.
• Scope of Restriction: This non-circumvention obligation applies specifically to Brand-Creator relationships that were initiated, facilitated, or otherwise made possible through the Platform. It does not apply to relationships that demonstrably pre-existed the parties' use of the Platform, provided the parties can produce verifiable evidence of such pre-existing relationship.
• Prohibited Activities: Without limiting the generality of the foregoing, the following activities are prohibited during the Restricted Period: (a) exchanging personal contact information through the Platform's messaging system for the purpose of circumventing Platform fees; (b) engaging a Creator or Brand identified through the Platform for off-platform work; (c) using intermediaries, agents, or shell entities to facilitate off-platform transactions; and (d) referring a User met through the Platform to a competing platform or service.
• Liquidated Damages: In the event of a violation of this Section 14, the violating party agrees to pay liquidated damages to Creative Scale in an amount equal to the greater of (a) the total Platform Service Fees that would have been payable on the off-platform transactions, calculated based on the Platform's then-current fee schedule, or (b) five thousand dollars ($5,000.00) per violation. The parties acknowledge and agree that actual damages for circumvention would be difficult to calculate, and that this liquidated damages provision represents a reasonable estimate of such damages and is not a penalty.
• Injunctive Relief: You acknowledge that a breach of this Section 14 would cause irreparable harm to Creative Scale for which monetary damages alone would be inadequate. Accordingly, Creative Scale shall be entitled to seek injunctive relief, specific performance, and other equitable remedies in addition to any other remedies available at law or in equity, without the need to post bond or prove actual damages.
• Audit Rights: Creative Scale reserves the right to monitor and audit Platform communications and transactions to detect potential circumvention activity. You consent to such monitoring as a condition of using the Platform.

The obligations set forth in this Section 14 shall survive the termination or expiration of these Terms and the closure of your Account for the full duration of the Restricted Period.

15. Confidentiality

During your use of the Platform and for a period of three (3) years following the termination or expiration of your Account (the "Confidentiality Period"), you agree to maintain the confidentiality of all Confidential Information and to comply with the following obligations:

• Definition: "Confidential Information" includes, but is not limited to, all non-public information disclosed by Creative Scale or another User to you in connection with the Platform, whether in written, oral, electronic, or visual form, including business plans, pricing structures, fee schedules, proprietary algorithms, software code, user data, customer lists, marketing strategies, Campaign details, Brand strategies, Creator rates, financial information, trade secrets, and any other information designated as confidential or that a reasonable person would understand to be confidential.
• Obligations: You agree to (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the prior written consent of the disclosing party; (c) use Confidential Information solely for the purpose of performing your obligations under these Terms and participating in the Platform; (d) protect Confidential Information with at least the same degree of care that you use to protect your own confidential information, but in no event less than reasonable care; and (e) limit access to Confidential Information to those individuals within your organization who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.
• Exceptions: The confidentiality obligations set forth herein do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure, as demonstrated by written records; (c) is rightfully received by the receiving party from a third party without restriction on disclosure and without breach of any obligation of confidentiality; (d) is independently developed by the receiving party without use of or reference to the Confidential Information, as demonstrated by written records; or (e) is required to be disclosed by law, regulation, court order, or governmental authority, provided that the receiving party gives the disclosing party prompt written notice (to the extent permitted by law) and cooperates with the disclosing party's efforts to obtain a protective order or similar relief.
• Return or Destruction: Upon termination of your Account or upon the request of the disclosing party, you agree to promptly return or destroy all Confidential Information in your possession or control, including all copies, summaries, and derivative works thereof, and to certify such return or destruction in writing upon request.

The obligations of confidentiality set forth in this Section 15 survive the termination or expiration of these Terms for the full duration of the Confidentiality Period, and indefinitely with respect to trade secrets to the extent protected under applicable law.

16. Intellectual Property

This Section 16 governs intellectual property rights as they relate to the Platform itself, as distinct from Content ownership and licensing addressed in Section 8.

17. Anti-Fraud

Creative Scale is committed to maintaining a trustworthy and secure marketplace. The following anti-fraud provisions apply to all Users of the Platform:

• Fraud Detection and Prevention: Creative Scale employs automated and manual systems to detect and prevent fraudulent activity on the Platform, including but not limited to identity verification, payment monitoring, behavioral analysis, and pattern recognition. You consent to Creative Scale's use of such systems in connection with your Account and transactions.
• Fake Reviews and Engagement: Any attempt to artificially inflate, manipulate, or fabricate reviews, ratings, engagement metrics, follower counts, or any other indicators of performance or reputation on the Platform is strictly prohibited and constitutes fraud.
• Misrepresentation: Providing false, misleading, or deceptive information in your Account profile, Campaign Briefs, proposals, Content, or any other communication on the Platform constitutes fraud. This includes but is not limited to misrepresenting your identity, qualifications, experience, capabilities, portfolio, or business information.
• Collusion: Any arrangement between Users to manipulate the Platform's systems, circumvent fees, inflate metrics, or otherwise defraud Creative Scale or other Users is strictly prohibited.
• Consequences of Fraud: Upon determination that a User has engaged in fraudulent activity, Creative Scale may, in its sole discretion and without prior notice: (a) immediately suspend or terminate the User's Account; (b) forfeit any pending payments or amounts held in Escrow; (c) reverse any payments previously made to the User; (d) report the fraudulent activity to relevant law enforcement authorities and regulatory agencies; (e) pursue all available legal remedies, including claims for damages, injunctive relief, and recovery of investigation costs; and (f) ban the User from future use of the Platform.
• Investigation Rights: Creative Scale reserves the right to investigate any suspected fraudulent activity, including by reviewing Account information, transaction records, communications, Content, and any other data associated with the User's Account. You agree to cooperate fully with any fraud investigation and to provide any information or documentation reasonably requested by Creative Scale.
• Law Enforcement Cooperation: Creative Scale may, in its sole discretion, cooperate with law enforcement authorities, regulatory agencies, and other third parties in the investigation and prosecution of suspected fraud or other illegal activity conducted through the Platform. This may include disclosing User information without notice to the User.
• No Liability: Creative Scale shall not be liable for any loss, damage, or harm resulting from its anti-fraud activities, including but not limited to Account suspension or termination, payment forfeiture, or disclosure of information to law enforcement.

18. Indemnification

You agree to indemnify, defend, and hold harmless Creative Scale LLC and its officers, directors, managers, members, employees, agents, contractors, affiliates, subsidiaries, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, judgments, awards, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees and legal costs) (collectively, "Losses") arising out of or relating to:

• Your breach of any term, condition, representation, or warranty set forth in these Terms.
• Your violation of any applicable law, statute, regulation, ordinance, or order of any governmental authority.
• Your use or misuse of the Platform or Services.
• Any Content you create, upload, transmit, or distribute through the Platform, including any claims of intellectual property infringement, defamation, privacy violation, or violation of publicity rights.
• Any product liability claims, personal injury claims, or property damage claims arising from Product Samples you provide (for Brands) or from your use of Product Samples (for Creators).
• Any tax liability, penalty, interest, or assessment arising from your failure to properly report income, pay taxes, or provide required tax documentation.
• Any dispute between you and another User arising from a Campaign or transaction on the Platform.
• Your negligence, willful misconduct, or wrongful acts or omissions.
• Any claim by a third party arising from your activities on the Platform or your breach of these Terms.
• Any assertion or determination that a Creator is an employee rather than an independent contractor, including any resulting tax liability, benefits claims, or regulatory penalties.

Creative Scale shall have the right, but not the obligation, to control the defense of any claim, action, or proceeding for which indemnification is sought hereunder, with counsel of its choosing. You agree not to settle any claim without Creative Scale's prior written consent. Your indemnification obligations under this Section 18 shall survive the termination or expiration of these Terms and the closure of your Account.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CREATIVE SCALE LLC, ITS OFFICERS, DIRECTORS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, CONTRACTORS, AFFILIATES, SUBSIDIARIES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE "CREATIVE SCALE PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PLATFORM, THE SERVICES, OR ANY TRANSACTION CONDUCTED THROUGH THE PLATFORM, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER THE CREATIVE SCALE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE CREATIVE SCALE PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, THE SERVICES, OR ANY TRANSACTION CONDUCTED THROUGH THE PLATFORM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE GREATER OF: (A) ONE HUNDRED UNITED STATES DOLLARS ($100.00); OR (B) THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO CREATIVE SCALE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 19 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND CREATIVE SCALE. THE PLATFORM AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL, OR CERTAIN OTHER DAMAGES. IN SUCH JURISDICTIONS, THE LIABILITY OF THE CREATIVE SCALE PARTIES SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

You acknowledge and agree that the limitations of liability set forth in this Section 19 reflect a fair and reasonable allocation of risk between the parties and form an essential basis of the bargain between you and Creative Scale. Creative Scale would not provide the Platform or Services without these limitations.

20. Disclaimer of Warranties

THE PLATFORM AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CREATIVE SCALE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
• WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR QUALITY OF ANY CONTENT, DATA, INFORMATION, OR MATERIALS ON OR AVAILABLE THROUGH THE PLATFORM.
• WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, VIRUS-FREE, OR FREE OF HARMFUL COMPONENTS.
• WARRANTIES THAT DEFECTS WILL BE CORRECTED OR THAT THE PLATFORM OR ITS SERVERS ARE FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS.
• WARRANTIES REGARDING THE SUITABILITY, QUALITY, SAFETY, OR LEGALITY OF ANY CREATOR, BRAND, CONTENT, CAMPAIGN, PRODUCT, OR TRANSACTION ON THE PLATFORM.

CREATIVE SCALE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY CONTENT, PRODUCT, OR SERVICE ADVERTISED, OFFERED, OR AVAILABLE ON OR THROUGH THE PLATFORM, ANY THIRD-PARTY WEBSITE OR SERVICE LINKED TO OR INTEGRATED WITH THE PLATFORM, OR ANY TRANSACTION BETWEEN USERS.

CREATIVE SCALE MAKES NO REPRESENTATION OR WARRANTY THAT: (A) ANY USER WILL FIND SUITABLE MATCHES, CAMPAIGNS, OR BUSINESS RELATIONSHIPS ON THE PLATFORM; (B) ANY CREATOR WILL EARN ANY PARTICULAR LEVEL OF INCOME; (C) ANY BRAND WILL ACHIEVE ANY PARTICULAR RESULTS FROM CAMPAIGNS; (D) CONTENT CREATED THROUGH THE PLATFORM WILL MEET ANY SPECIFIC PERFORMANCE METRICS OR STANDARDS; OR (E) THE PLATFORM WILL BE AVAILABLE AT ALL TIMES OR IN ALL LOCATIONS.

YOU ACKNOWLEDGE THAT YOU USE THE PLATFORM AND SERVICES AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE SUITABILITY OF ANY USER, CONTENT, CAMPAIGN, OR TRANSACTION. ANY RELIANCE ON THE PLATFORM, CONTENT, OR INFORMATION PROVIDED THEREON IS AT YOUR OWN RISK.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, THE DISCLAIMERS SET FORTH HEREIN SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

21. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL. IT ALSO CONTAINS A CLASS ACTION WAIVER AND A WAIVER OF YOUR RIGHT TO PARTICIPATE IN MASS ARBITRATION, EXCEPT AS OTHERWISE PROVIDED HEREIN.

22. Account Suspension & Termination

Creative Scale reserves the right to suspend or terminate your Account and access to the Platform at any time, with or without cause, and with or without prior notice, subject to the following provisions:

23. Force Majeure

Neither Creative Scale nor any User shall be liable for any failure or delay in the performance of any obligation under these Terms (except for payment obligations) to the extent such failure or delay is caused by a Force Majeure Event. Force Majeure Events include, but are not limited to:

• Natural disasters, including earthquakes, floods, hurricanes, tornadoes, volcanic eruptions, tsunamis, wildfires, and severe weather events.
• Pandemics, epidemics, quarantines, and public health emergencies declared by governmental authorities or the World Health Organization.
• Acts of government, including laws, regulations, embargoes, sanctions, executive orders, travel bans, and governmental shutdowns.
• War, armed conflict, military action, invasion, insurrection, rebellion, revolution, civil unrest, riots, and acts of terrorism.
• Internet or telecommunications failures, including widespread outages, infrastructure failures, DNS failures, DDoS attacks, and cyberattacks beyond the affected party's reasonable control.
• Power outages, utility failures, and infrastructure disruptions.
• Labor disputes, strikes, lockouts, work stoppages, and slowdowns.
• Supply chain disruptions, material shortages, and transportation disruptions.
• Any other event or circumstance beyond the reasonable control of the affected party that could not have been reasonably foreseen or prevented.

The affected party shall provide prompt written notice to the other party of the Force Majeure Event, including a description of the event, its expected duration, and the obligations affected. The affected party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as soon as practicable.

If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate the affected obligations under these Terms upon written notice to the other party, without liability for such termination.

24. Modifications to Terms

Creative Scale reserves the right to modify, amend, supplement, or replace these Terms at any time, in its sole discretion. When we make changes to these Terms, the following procedures will apply:

• Material Changes: For material changes to these Terms, Creative Scale will provide at least thirty (30) days' prior notice before the changes take effect. Notice will be provided by email to the address associated with your Account and/or by a prominent notice on the Platform. Material changes include, but are not limited to, changes to dispute resolution procedures, payment terms, liability provisions, indemnification obligations, and content licensing terms.
• Non-Material Changes: For non-material changes, such as corrections, clarifications, formatting updates, or administrative modifications, Creative Scale may update these Terms without prior notice. The "Last Updated" date at the top of these Terms will be revised to reflect the date of the most recent changes.
• Acceptance of Changes: Your continued use of the Platform after the effective date of any changes to these Terms constitutes your acceptance of such changes. If you do not agree with any changes to these Terms, you must discontinue your use of the Platform and terminate your Account before the changes take effect.
• Right to Terminate: If you disagree with a material change to these Terms, you may terminate your Account within the thirty (30) day notice period by contacting Creative Scale at legal@creativescale.co. Termination under this provision will be subject to the effects of termination described in Section 22.3.
• Archived Versions: Creative Scale may, but is not obligated to, maintain archived versions of previous Terms. It is your responsibility to review these Terms periodically and to maintain your own copies for your records.

No amendment or modification of these Terms by any User shall be effective unless made in a written agreement signed by an authorized representative of Creative Scale.

25. Governing Law

These Terms and any Dispute arising out of or relating to these Terms, the Platform, or the Services shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of laws principles that would require the application of the laws of another jurisdiction.

Notwithstanding the foregoing, the Federal Arbitration Act ("FAA"), 9 U.S.C. §§ 1-16, shall govern the interpretation and enforcement of the arbitration provisions set forth in Section 21 (Dispute Resolution). In the event of any conflict between the FAA and applicable state law, the FAA shall control with respect to the arbitration provisions.

For any Dispute that is not subject to arbitration (including disputes excluded under Section 21.4 or where arbitration has been validly opted out of under Section 21.5), you agree to submit to the exclusive personal jurisdiction and venue of the state and federal courts located in the State of Florida. You waive any objection to the exercise of jurisdiction by such courts and any objection to venue in such courts, including any objection based on inconvenient forum.

You agree that any cause of action or claim arising out of or relating to these Terms or the Platform must be commenced within one (1) year after the cause of action accrues, regardless of any statute or law to the contrary. After such one (1) year period, any such cause of action or claim is permanently barred.

26. General Provisions

• Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitrator, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent. If such modification is not possible, the provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect. The invalidity or unenforceability of any provision in one jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.
• Entire Agreement: These Terms, together with the Privacy Policy and any other policies or agreements incorporated by reference herein, constitute the entire agreement between you and Creative Scale with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of a conflict between these Terms and any other agreement between you and Creative Scale, these Terms shall control unless the other agreement expressly states that it supersedes these Terms with respect to a specific provision.
• No Waiver: The failure of Creative Scale to exercise or enforce any right, remedy, or provision of these Terms shall not constitute a waiver of such right, remedy, or provision. No waiver of any provision of these Terms shall be effective unless made in writing and signed by an authorized representative of Creative Scale. A waiver of any right or provision on one occasion shall not be deemed a waiver of such right or provision on any subsequent occasion.
• Assignment: You may not assign, transfer, sublicense, or delegate your rights or obligations under these Terms to any third party without the prior written consent of Creative Scale. Any attempted assignment in violation of this provision shall be null and void. Creative Scale may freely assign, transfer, or delegate its rights and obligations under these Terms without restriction and without notice to you, including in connection with a merger, acquisition, corporate reorganization, sale of assets, or by operation of law.
• Electronic Notices: All notices, requests, demands, and other communications under these Terms may be made electronically. Creative Scale may provide notices to you by email to the address associated with your Account, by in-app notifications, or by posting notices on the Platform. You agree that electronic notices satisfy any legal requirement that such communications be in writing. Notices from you to Creative Scale must be sent to legal@creativescale.co unless otherwise specified in these Terms.
• Headings: The section and subsection headings in these Terms are for convenience of reference only and shall not affect the interpretation or construction of any provision of these Terms.
• No Third-Party Beneficiaries: These Terms are for the sole benefit of you and Creative Scale and do not create any third-party beneficiary rights. No third party shall have the right to enforce any provision of these Terms, except that the Indemnified Parties identified in Section 18 are intended third-party beneficiaries of that Section.
• Relationship of the Parties: The relationship between you and Creative Scale is that of independent contracting parties. Nothing in these Terms shall be construed to create a partnership, joint venture, franchise, agency, employer-employee, or fiduciary relationship between you and Creative Scale. Neither party has the authority to bind the other or to incur any obligation on behalf of the other without the other's prior written consent.
• Cumulative Remedies: All rights and remedies provided in these Terms are cumulative and not exclusive of any other rights or remedies available to either party at law, in equity, or otherwise. The exercise of one remedy shall not preclude the exercise of any other remedy.
• Construction: These Terms shall not be construed against the drafting party. The language of these Terms shall be construed as a whole according to its fair meaning, and not strictly for or against either party. The terms "include," "including," and similar terms shall be construed as if followed by the phrase "without limitation." The term "or" shall be construed in the inclusive sense (i.e., "and/or").
• Statute of Limitations: Except as otherwise provided in Section 25, you agree that any claim or cause of action arising out of or related to these Terms or your use of the Platform must be filed within one (1) year after the claim or cause of action arose, or be permanently barred.
• Export Compliance: You agree to comply with all applicable export control laws and regulations, including the Export Administration Regulations (EAR) maintained by the U.S. Department of Commerce and the sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC). You may not use, export, re-export, or transfer the Platform or any related technology to any country, entity, or person prohibited by applicable export control laws.
• Government Users: If you are a U.S. government entity or if these Terms are being entered into on behalf of a U.S. government entity, the Platform and Services are provided as "commercial items" as defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as those terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202. Consistent with these provisions, the Platform and Services are licensed to U.S. government users under these Terms only.

If you have any questions about these Terms of Service, please contact us at legal@creativescale.co.