Client Agreement

This Client Agreement governs your use of CleerCut as a Client. By registering or initiating any campaign through the platform, you agree to these terms.

Clients using CleerCut are independent commercial entities. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or fiduciary relationship between the Client and CleerCut. CleerCut is not a marketing agency, advertising agency, talent agency, or representative of the Client. The Client is solely responsible for its campaign strategy, legal compliance, and business decisions.

To register as a Client on CleerCut, you must:

• Be at least 18 years old, or be an authorized representative of a company or legal entity with authority to bind that entity to these terms
• Provide accurate and complete registration information
• Maintain a valid payment method on file

By registering, you represent that all information provided is accurate and current. CleerCut may suspend or remove accounts that provide false or misleading information.

CleerCut is a technology platform that facilitates collaborations between Clients and Creators. CleerCut is not an employer, agent, or representative of either party and is not a party to the underlying collaboration contract between a Client and a Creator except as a payment and workflow facilitator.

Payments are processed and held through CleerCut's third party payment provider, including Stripe Connect. CleerCut does not act as a licensed money transmitter. Clients agree to comply with all payment provider requirements.

Clients may create campaigns on the platform specifying:

• Content deliverables and creative direction
• Compensation amounts
• Submission timelines and deadlines
• Number of permitted revisions
• Usage rights and licensing terms

The campaign brief serves as the binding source of truth for the collaboration. Clients are responsible for providing a clear, complete, and accurate campaign brief before the collaboration begins. CleerCut is not liable for outcomes arising from vague, incomplete, or misleading campaign briefs.

Before a Creator begins work, the Client must fund the full campaign amount through CleerCut's escrow system. An offer cannot be sent to a Creator unless escrow funding is successfully completed.

The number of revisions must be agreed upon and fixed in the campaign brief before the collaboration begins. After a Creator submits a draft:

• The Client has five business days to request revisions
• Revision requests must be consistent with the original campaign brief
• If no revision request is submitted within five business days, the draft is deemed accepted

If all agreed revisions are exhausted and the Client remains dissatisfied, the Creator is not obligated to provide additional revisions. Clients may not use revision requests to expand or alter the scope of the original campaign brief.

A collaboration is complete when:

• The Client marks the collaboration as complete after reviewing deliverables; or
• The Client does not raise a dispute within seven business days following the deadline after valid deliverable submission, in which case the collaboration will be automatically marked complete and escrowed funds released

Client silence following proper Creator submission and notification constitutes deemed acceptance. Escrow release following automatic completion is final and irreversible.

If a Client disputes the quality or compliance of deliverables, the dispute must be raised within seven business days following the campaign deadline or draft submission. Both parties must provide supporting documentation through the platform.

CleerCut may review the campaign brief, communications, and submitted materials and may determine:

• Whether deliverables comply with the campaign brief
• Whether revision windows were properly observed
• Whether partial payment applies
• Whether funds should be released or refunded

CleerCut's determination is final and binding. CleerCut is not required to provide detailed reasoning beyond its decision.

If:

• The Creator submits an initial draft that reasonably complies with the campaign brief; and
• The Client fails to request revisions within five business days;

Then:

• Sixty percent of the agreed compensation will be released to the Creator
• Forty percent will be refunded to the Client

Determination of reasonable compliance is made solely at CleerCut's discretion. If no draft has been submitted prior to cancellation, the Client is entitled to a full refund of escrowed funds.

A Client may cancel a collaboration before the Creator has submitted an initial draft, in which case a full refund of escrowed funds will be issued, less any non-refundable payment processing fees. If a draft has been submitted, cancellation is subject to the partial payment rule in Section 8. CleerCut's determination regarding escrow distribution upon cancellation is final.

Creators retain ownership of their original content until escrow funds are released. Upon release of payment, usage rights transfer to the Client as defined in the campaign brief. Clients are responsible for clearly specifying usage rights, licensing scope, and exclusivity requirements in the campaign brief before the collaboration begins.

CleerCut grants Clients a non-exclusive, royalty-free license to use the CleerCut platform solely for the purposes of campaign management and Creator collaboration. No other license is granted.

Clients grant CleerCut a non-exclusive, royalty-free license to reference the Client name and publicly visible campaign outcomes for platform promotional purposes, unless the Client requests otherwise in writing.

Clients are responsible for ensuring that all campaigns comply with applicable advertising laws, including FTC endorsement guidelines. Clients must:

• Ensure campaign briefs do not instruct Creators to make false or misleading claims
• Ensure campaign briefs include clear disclosure requirements for paid partnerships
• Comply with all applicable platform rules on Instagram, TikTok, YouTube, and other relevant platforms

Clients indemnify CleerCut for any regulatory violations arising from campaign content or instructions provided to Creators.

Clients may not:

• Circumvent CleerCut's payment system for collaborations initiated on the platform
• Contact Creators outside the platform for the purpose of bypassing CleerCut's workflow or payment system
• Misrepresent their identity, brand affiliation, or authority
• Use the platform to solicit Creators for campaigns that will be fulfilled off-platform
• Engage in fraud, harassment, or discriminatory conduct
• Initiate chargebacks or payment reversals without first using CleerCut's dispute process

CleerCut may suspend, restrict, or permanently remove Client accounts for violations of these terms.

CleerCut charges Clients a platform commission or subscription fee as described in the Platform Fees and Pricing document. The applicable commission rate under the pay-as-you-go model is 9.9% per creator payment processed through the platform. Subscription plans are available that modify this fee structure.

Fees are applied when escrow funds are released to the Creator. Clients are responsible for all applicable fees at the time of campaign funding.

Client accounts that show no meaningful platform activity, including campaign creation or management, for an extended period may be reviewed and removed at CleerCut's discretion. CleerCut will not terminate accounts with active or funded campaigns. Once all active campaigns conclude, CleerCut may close inactive accounts.

CleerCut relies on third party APIs and external platforms to provide Creator analytics and account metrics. CleerCut does not guarantee the accuracy, completeness, or availability of such data. Clients acknowledge that Creator data displayed on the platform is sourced from third party APIs and may be subject to change or inaccuracy. CleerCut is not liable for decisions made by Clients based on platform data.

The platform is provided as is. CleerCut makes no guarantees regarding campaign performance, Creator output, audience reach, or marketing results. CleerCut's total liability to any Client is limited to fees paid by that Client to CleerCut in the six months preceding the claim. CleerCut is not liable for indirect, incidental, consequential, or reputational damages.

Clients agree to indemnify and hold harmless CleerCut from claims arising from:

• Intellectual property infringement related to Client-provided materials or instructions
• FTC or advertising law violations arising from campaign briefs
• Fraud or misrepresentation
• Tax obligations
• Regulatory fines or penalties
• Breach of this Agreement

This Agreement is governed by the laws of the State of California. Disputes shall be resolved through binding arbitration in Los Angeles under AAA rules. Class action claims are waived.