HYPEO — BRAND TERMS

Hypeo is an AI-powered platform that enables brands and advertisers (“Brands,” or collectively “you”) to identify and connect with creators (“Creators”) for influencer marketing collaborations, manage campaign workflows, generate and execute digital contracts, approve deliverables, process payments, and track campaign performance.

Hypeo provides Creator discovery and matching, campaign management tools, messaging, digital contracting, payment processing, and analytics services. Hypeo is a platform facilitator only. The commercial agreement for each collaboration is between you and the Creator. Hypeo is not a party to any Brand-Creator contract and assumes no liability for the performance, breach, or enforcement of any such agreement. Hypeo has no obligation to investigate, mediate, or resolve any dispute between Brands and Creators.

Certain Platform features, including Creator discovery, matching, and recommendations, are powered by artificial intelligence. These features are provided as tools to assist users and do not constitute endorsements, guarantees of results, or professional advice of any kind. You acknowledge that AI-generated recommendations may contain errors or inaccuracies, may not be suitable for your specific campaign objectives, and that you are solely responsible for evaluating any Creator or opportunity presented through the Platform. AI features may be modified, suspended, or discontinued at any time without notice.

Hypeo does not vet, endorse, or guarantee the suitability, reliability, authenticity, or quality of any Creator, including the accuracy of their stated metrics, audience demographics, or engagement rates. You are solely responsible for conducting your own due diligence before entering into any collaboration.

Hypeo reserves the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on the Platform, by email, or through your dashboard, and updating the “Last updated” date. Your continued use of the Platform after such changes constitutes your acceptance of the revised Terms. If you do not agree to any modification, your sole remedy is to discontinue use of the Platform and cancel your subscription in accordance with Section 3.

You represent and warrant that you have the full legal capacity and authority to enter into these Terms and to perform your obligations hereunder. If you are entering into these Terms on behalf of a company, agency, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and “you” shall refer to such entity.

You agree to provide accurate, current, and complete information during registration and throughout your use of the Platform, including business information, billing details, and contact information. You agree to update such information as necessary to maintain its accuracy.

You represent and warrant that your use of the Platform and all campaigns conducted through the Platform will comply with all applicable laws, regulations, and rules, including without limitation: (a) advertising and consumer protection laws, including FTC Endorsement Guides and equivalent regulations in applicable jurisdictions; (b) industry-specific regulations (e.g., restrictions on advertising alcohol, tobacco, pharmaceuticals, financial services, or gambling); (c) the terms of service and advertising policies of social media platforms on which campaigns will run (including Meta, TikTok, YouTube, and others); and (d) data protection and privacy laws applicable to your campaigns.

Hypeo reserves the right to verify your identity, business status, or eligibility at any time, using internal processes or third-party verification services. You agree to cooperate with any such verification requests and consent to Hypeo obtaining verification information from third-party sources. Failure to provide requested documentation within a reasonable timeframe, or failure of verification, may result in account suspension or termination.

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account, including actions by employees, contractors, or agents with access to your account. You agree to notify Hypeo immediately of any unauthorized use of your account or any other breach of security.

The Small Business and Brands subscription plans include one (1) seat. You are responsible for ensuring that all authorized users comply with these Terms and are liable for any breach by your authorized users. Additional seats may be purchased as an add-on in accordance with Section 3.12.

Certain industries may be subject to additional requirements, restrictions, or prohibition from the Platform, including but not limited to: alcohol, tobacco, cannabis, gambling, firearms, pharmaceuticals, financial services, and adult content. Hypeo reserves the right to decline or terminate accounts in restricted industries at its sole discretion. If you operate in a restricted industry, you must disclose this during registration and comply with any additional requirements communicated by Hypeo.

Access to Hypeo's features for Brands requires a paid subscription. Subscription plans vary by features, campaign limits, and seat allocations. Specific plan details, pricing, and included features are: (a) disclosed by Hypeo's sales team; (b) specified in your order form or commercial annex; or (c) displayed in your dashboard upon login. Plan details and pricing may be updated from time to time in accordance with Section 3.6.

Subscriptions are offered on monthly or annual terms as selected at the time of purchase. Your subscription begins on the date of purchase and continues for the applicable term unless terminated earlier in accordance with these Terms.

You agree to pay all subscription fees, Platform Fees, Service Fees, and other charges incurred in connection with your account at the rates in effect when the charges were incurred. All fees are quoted and payable in U.S. dollars unless otherwise specified. Subscription fees are exclusive of applicable taxes, which will be added to your invoice as required by law.

Subscription fees are billed in advance on a recurring basis (monthly or annually, depending on your plan). You authorize Hypeo to charge your designated payment method for: (a) subscription fees; (b) applicable taxes; (c) take rate commissions as described in Section 5; and (d) any add-ons, overages, or upgrades.

YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH SUBSCRIPTION TERM FOR SUCCESSIVE TERMS OF THE SAME LENGTH, UNLESS YOU CANCEL BEFORE THE RENEWAL DATE.

You may cancel auto-renewal through your account settings or by contacting billing@hypeo.ai. For annual subscriptions, cancellation notice must be provided at least thirty (30) days before the renewal date. For monthly subscriptions, cancellation notice must be provided at least seven (7) days before the renewal date.

Hypeo reserves the right to change subscription pricing at any time. Price changes will take effect at the start of your next subscription term following notice. If you do not agree to a price change, you may cancel your subscription before the renewal date.

Except as required by applicable law or expressly stated otherwise, all subscription fees are non-refundable. No refunds or credits will be issued for partial subscription periods, unused features, or early termination. If you cancel your subscription, you will retain access to the Platform until the end of your current billing period.

If any payment fails, Hypeo may: (a) suspend your access to the Platform until payment is received; (b) retry the charge using any payment method on file; (c) charge late fees or interest to the extent permitted by law; and (d) pursue collection through third-party agencies or legal action. You are responsible for any costs of collection, including reasonable attorneys' fees.

You are responsible for all taxes, duties, and levies imposed on your subscription and use of the Platform (excluding taxes on Hypeo’s net income). If Hypeo is required to collect or remit taxes on your behalf, such taxes will be added to your invoice.

Any billing dispute must be raised within thirty (30) days of the charge date by contacting billing@hypeo.ai. Failure to dispute a charge within this period constitutes acceptance of the charge.

You may upgrade your subscription at any time, with the new rate prorated for the remainder of your current term. Downgrades take effect at the start of your next subscription term. No refunds or credits are provided for downgrades during a subscription term. Unused features, seats, or allowances do not roll over between terms and have no cash value.

Your subscription includes a specified number of campaigns per month and seats (authorized users) as set forth in your order form or dashboard. Unused campaigns do not roll over to subsequent months. If you require additional capacity, add-ons are available, including extra seats and campaign packs. Add-on availability and pricing are: (a) disclosed by Hypeo's sales team; (b) specified in your order form or commercial annex; or (c) displayed in your dashboard. Add-on pricing is subject to change in accordance with Section 3.6. Add-ons are billed in addition to your base subscription fee and follow the same billing cycle and renewal terms.

You may create campaigns through the Platform by submitting briefs that specify campaign objectives, target audience, deliverable requirements, timelines, compensation, usage rights, and other material terms.

Hypeo’s AI-powered tools may suggest or recommend Creators based on your brief and campaign parameters. These recommendations are provided for informational purposes only and do not constitute endorsements. You are solely responsible for selecting Creators and determining their suitability for your campaigns.

A binding collaboration contract is formed when: (a) you approve the proposed deliverables and terms; (b) the Creator accepts; and (c) both parties sign electronically through the Platform. You acknowledge that electronic signatures are legally binding and enforceable. The collaboration contract governs the relationship between you and the Creator for that collaboration.

Each collaboration contract will specify, at minimum: (a) the scope and specifications of deliverables; (b) content requirements and brand guidelines; (c) deadlines for delivery, review, and revision; (d) usage rights granted to you, including type (organic, paid, whitelisting), duration, platforms, and territories; (e) compensation amount and payment terms; (f) any exclusivity or non-compete provisions; and (g) disclosure and compliance requirements.

In connection with each campaign, you agree to: (a) provide clear, complete, and lawful briefs that accurately describe deliverable requirements; (b) respond to Creator communications and submissions within 48 hours during business days unless a different timeframe is specified; (c) provide product samples, assets, access credentials, or other materials as needed and by the dates promised; (d) review and approve or request revisions to deliverables within the timeframes specified in the collaboration contract, with specific and actionable feedback; (e) limit revision requests to the scope of the original brief—material changes to scope require mutual agreement and may require additional compensation; (f) not request content that is illegal, harmful, misleading, or violates platform policies; and (g) pay all amounts owed in accordance with Section 5.

Any modification to a collaboration contract must be agreed to by both parties through the Platform. Hypeo is not responsible for any side agreements made outside the Platform. If you engage in transactions with a Creator outside the Platform after being introduced through Hypeo, Section 5.5 (No Circumvention) applies.

You must approve or reject deliverables within the timeframe specified in the collaboration contract. If you fail to respond within such period, deliverables may be deemed approved, and payment will be released to the Creator.

Hypeo acts solely as a platform facilitator and, where applicable, may provide escrow services for collaboration payments. Hypeo is not a party to any collaboration contract and has no obligation to enforce the terms thereof, ensure performance by either party, or guarantee delivery or quality. Disputes between you and Creators are to be resolved between those parties. Hypeo may, in its sole discretion, assist with mediation or provide relevant records, but has no obligation to do so.

Cancellation terms are governed by the individual collaboration contract. If a collaboration is cancelled for any reason after the Creator has commenced work: (a) your payment obligations (if any) will be determined by the terms of that contract; (b) Hypeo has no liability for any costs incurred or expected benefits lost; and (c) Hypeo's take rate remains due on any amounts paid to the Creator, regardless of cancellation or the reason therefor.

If a collaboration contract includes exclusivity provisions restricting a Creator from working with competitors, you acknowledge that: (a) exclusivity must be clearly defined in the contract, including the scope of restricted categories and duration; (b) exclusivity periods extending beyond the content delivery date may require additional compensation to the Creator; and (c) enforcement of exclusivity is between you and the Creator—Hypeo has no obligation to monitor or enforce exclusivity provisions.

You agree to pay the full compensation amount specified in each collaboration contract. Payments to Creators are processed through the Platform after: (a) deliverables have been approved by you or deemed approved pursuant to Section 4.7; (b) the Creator has submitted a compliant invoice; and (c) any required tax documentation has been validated.

Unless Hypeo has approved a post-payment arrangement in writing, you must prepay or escrow all collaboration funds (including Creator compensation and applicable take rate) before a campaign launches. Hypeo will not initiate campaign execution until payment is received. If Hypeo has approved a post-payment arrangement, payment is due within thirty (30) days of invoice date unless otherwise specified in writing.

When you elect to process Creator payments through the Platform (“Platform Payments”), the following fees apply in addition to your subscription:

• Platform Fee: Hypeo charges a Platform Fee calculated as a percentage of the gross Creator payout, payable by you. The applicable Platform Fee rate is specified in your order form, commercial annex, or dashboard. The Platform Fee is charged at the time the Creator payout is processed.
• Creator Fee: Hypeo deducts a Creator Fee from the Creator's gross payout before remitting payment to the Creator. The Creator Fee is not charged to you but reduces the net amount received by the Creator.
• Services Included: The Platform Fee covers payment processing, escrow services, tax documentation management, Creator verification, and Platform infrastructure for the collaboration.

If you elect to pay Creators directly outside of the Platform (“Direct Payments”) rather than processing payments through Hypeo, the following applies:

• Service Fee: Hypeo charges a Service Fee calculated as a percentage of the gross Creator compensation for the collaboration, payable by you. The applicable Service Fee rate is specified in your order form, commercial annex, or dashboard. The Service Fee is invoiced upon completion of the collaboration or as otherwise specified.
• No Creator Fee: Because Hypeo does not process the payment, no Creator Fee is deducted from the Creator’s compensation.
• Your Responsibilities: You are solely responsible for paying the Creator directly, ensuring payment compliance, collecting and verifying tax documentation from the Creator, and resolving any payment disputes with the Creator.
• Limited Hypeo Involvement: Hypeo’s role in Direct Payment collaborations is limited to providing the Platform for matching, communication, and contract generation. Hypeo has no obligation to facilitate, guarantee, or mediate Direct Payments and assumes no liability for your failure to pay, late payment, or underpayment to Creators.

Hypeo reserves the right to modify the Platform Fee and Service Fee at any time. Changes to fees will be communicated via the Platform or in writing and will apply to collaborations initiated after the effective date of the change. Your continued use of the Platform after such notice constitutes acceptance of the modified fees.

You shall not attempt to circumvent the Platform to avoid Hypeo’s fees, including by: (a) negotiating reduced Creator compensation through the Platform and then paying additional amounts directly to avoid Platform Fees; (b) using the Platform to identify and connect with Creators and then transacting entirely outside the Platform to avoid Service Fees; or (c) mischaracterizing Platform Payments as Direct Payments or vice versa. If you engage in a collaboration with a Creator you were introduced to through Hypeo within twenty-four (24) months of the introduction, the applicable Platform Fee or Service Fee applies regardless of how the transaction is structured. Violation of this provision entitles Hypeo to recover the fees that would have been owed, plus liquidated damages equal to the fee amount, plus any costs of collection including reasonable attorneys’ fees.

The Platform Fee and Service Fee are earned upon completion of deliverables (for Service Fee) or release of payment to the Creator (for Platform Fee) and are non-refundable under any circumstances, including but not limited to: (a) cancellation of a campaign after content has been delivered; (b) disputes between you and a Creator; (c) Creator replacement or substitution; (d) pausing or cancellation of your subscription; or (e) termination of your account.

If you fail to make any prepayment before campaign launch or, where a post-payment arrangement applies, fail to pay within the agreed timeframe, Hypeo may: (a) suspend your access to the Platform and pause active campaigns; (b) charge interest at the rate of 1.5% per month (or the maximum rate permitted by law, if lower) on overdue amounts; (c) withhold release of deliverables or analytics; and (d) pursue collection through third-party agencies or legal action. You are responsible for any costs of collection, including reasonable attorneys' fees.

If you dispute or reverse any payment after it has been released to a Creator, or if a chargeback is initiated: (a) you remain liable for the full amount of the payment and the take rate; (b) Hypeo may charge a chargeback fee of up to $50 per occurrence; (c) Hypeo may suspend your account pending resolution; and (d) repeated chargebacks may result in termination of your account. You agree to cooperate with any investigation into disputed payments.

Hypeo reserves the right to audit campaign payments and transactions when fraud, fee manipulation, or circumvention is suspected. You agree to cooperate with any such audit and provide requested documentation.

Payments are processed in U.S. dollars unless otherwise specified. If Creator payments require currency conversion, conversion is performed at prevailing exchange rates, and you bear any exchange rate risk and conversion fees.

Hypeo reserves the right to place a hold on Creator payouts if: (a) there is a dispute regarding deliverables; (b) Hypeo suspects fraud, manipulation, or violation of these Terms; (c) legal process requires a hold; or (d) you request a hold pending resolution of a good-faith dispute. Holds will be released upon resolution of the underlying issue. Hypeo is not liable for any damages arising from payment holds implemented in good faith.

For Brands located in Morocco or contracting through a Moroccan entity, the following terms apply unless otherwise agreed in writing: (a) Hypeo will issue a purchase order or invoice for collaboration fees; (b) payment is due within thirty (30) days of the purchase order or invoice date; and (c) campaigns will not launch until payment is received or a post-payment arrangement has been approved by Hypeo. These terms are in addition to, and do not limit, the prepayment requirements in Section 5.2 unless Hypeo has expressly agreed to post-payment terms.

YOU ACKNOWLEDGE AND AGREE THAT HYPEO HAS NO RESPONSIBILITY OR LIABILITY FOR DIRECT PAYMENTS, INCLUDING WITHOUT LIMITATION: (A) A CREATOR'S FAILURE TO DELIVER CONTENT OR PERFORM OBLIGATIONS; (B) YOUR FAILURE TO PAY A CREATOR OR DISPUTES REGARDING PAYMENT AMOUNTS; (C) TAX COMPLIANCE, WITHHOLDING, OR REPORTING OBLIGATIONS RELATED TO DIRECT PAYMENTS; (D) ANY CLAIM BY A CREATOR FOR NON-PAYMENT, LATE PAYMENT, OR UNDERPAYMENT; (E) ANY INTELLECTUAL PROPERTY DISPUTE RELATED TO CONTENT CREATED UNDER A DIRECT PAYMENT ARRANGEMENT; OR (F) ANY OTHER DISPUTE, CLAIM, OR LIABILITY ARISING FROM OR RELATED TO THE DIRECT PAYMENT RELATIONSHIP BETWEEN YOU AND A CREATOR. HYPEO’S ROLE IN DIRECT PAYMENT COLLABORATIONS IS LIMITED TO PROVIDING THE PLATFORM FOR MATCHING, COMMUNICATION, AND CONTRACT GENERATION. THE LIMITATIONS IN THIS SECTION ARE IN ADDITION TO, AND DO NOT LIMIT, THE GENERAL LIMITATIONS OF LIABILITY IN SECTION 12

Creators retain ownership of the content they create (“Creator Content”), subject to the licenses granted in collaboration contracts.

By entering into a collaboration contract, you receive a license to use the Creator Content as specified in that contract. The scope, duration, territory, platforms, and permitted uses (e.g., organic posting, paid amplification, whitelisting, derivative works) are defined in each collaboration contract. You may not use Creator Content beyond the scope of the granted license without obtaining additional rights from the Creator.

You represent and warrant that: (a) all briefs, brand assets, trademarks, product information, and other materials you provide to Creators (“Brand Materials”) are owned by you or you have all necessary rights to provide them; (b) use of Brand Materials as contemplated by the collaboration will not infringe any third-party rights; and (c) your products and services comply with applicable laws and are safe for their intended use.

You grant Hypeo a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, display, and distribute Brand Materials and campaign information for the following purposes: (a) operating and providing the Platform; (b) facilitating collaborations and campaign execution; (c) analytics, reporting, and performance measurement; (d) marketing and promoting the Platform, including featuring campaign examples and case studies (on an anonymized basis unless you consent to attribution); and (e) improving and developing Platform features, including training, testing, and improving AI and machine learning models. This license survives termination of your account with respect to materials provided prior to termination.

All Platform technology, software, AI models, algorithms, interfaces, designs, trademarks, and other intellectual property of Hypeo (“Hypeo IP”) are and shall remain the exclusive property of Phoenix AI USA Inc. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its intended purposes during your subscription term. You shall not: (a) copy, modify, or create derivative works of any Hypeo IP; (b) reverse engineer, decompile, or disassemble any Hypeo IP; (c) sublicense, sell, or transfer access to the Platform; (d) use the Platform to build a competing product or service; or (e) access the Platform through automated means (bots, scrapers) except as expressly permitted.

If you provide Hypeo with any suggestions, feedback, or ideas regarding the Platform (“Feedback”), you hereby assign to Hypeo all rights in such Feedback and agree that Hypeo may use and incorporate such Feedback without restriction or compensation to you.

If you believe that content on the Platform infringes your intellectual property rights, you may submit a notice to legal@hypeo.ai in accordance with the Digital Millennium Copyright Act.

If you wish to use Creator Content beyond the scope of the license granted in the collaboration contract (e.g., extending duration, adding platforms, converting organic rights to paid media rights), you must negotiate additional rights directly with the Creator through the Platform. Hypeo may facilitate such negotiations but is not responsible for securing additional rights. Unauthorized use of Creator Content beyond the licensed scope constitutes infringement and may result in account termination, in addition to any liability to the Creator.

Your personal data and the data you provide through the Platform is collected, processed, and stored in accordance with our Privacy Policy, which is incorporated into these Terms by reference.

You agree to: (a) use Creator personal data obtained through the Platform solely for the purpose of executing collaborations; (b) not export, sell, license, or otherwise transfer Creator data to third parties; (c) not use Creator data for purposes unrelated to the Platform without the Creator's express consent; (d) maintain appropriate security measures to protect Creator data; and (e) comply with all applicable data protection laws in your collection and use of data.

To the extent you provide personal data of third parties (such as employees or end consumers) through the Platform, you represent that you have obtained all necessary consents and authorizations for Hypeo to process such data as contemplated by these Terms and the Privacy Policy.

You acknowledge and consent to the transfer of data to the United States and other countries where Hypeo or its service providers operate. Such transfers are made with appropriate safeguards, including Standard Contractual Clauses where required.

If you operate in Morocco or target Moroccan users, you acknowledge that: (a) Hypeo complies with Moroccan Data Protection Law 09-08; (b) personal data may be transferred internationally with appropriate safeguards; and (c) Moroccan users have rights of access, rectification, and opposition as detailed in the Privacy Policy.

You agree to maintain the confidentiality of all non-public information obtained through the Platform, including Creator contact information, campaign terms, pricing, and analytics. You shall not disclose such information to third parties except as necessary to execute collaborations or as required by law.

Hypeo provides campaign analytics and performance data as part of the Platform services. You acknowledge that: (a) analytics are provided for informational purposes and may not be complete or entirely accurate; (b) analytics are derived from third-party platforms and are subject to those platforms’ data availability and accuracy; (c) Hypeo does not guarantee the accuracy of any metrics; and (d) analytics data is Hypeo's Confidential Information and may not be shared publicly or used for benchmarking purposes without Hypeo’s consent.

Upon termination of your account, you may request export of your campaign data in a standard format. Hypeo will use reasonable efforts to provide such data within thirty (30) days of request, subject to: (a) verification of your identity and authorization; (b) exclusion of Creator personal data beyond what is necessary for your records; (c) exclusion of Hypeo's proprietary analytics and algorithms; and (d) payment of any outstanding amounts owed. Hypeo may charge a reasonable fee for data export requests.

You are solely responsible for ensuring that all campaigns comply with applicable laws and regulations, including advertising laws, consumer protection laws, and industry-specific regulations. Hypeo does not review campaigns for legal compliance and assumes no responsibility for unlawful campaigns.

You shall not request or approve content that contains false, misleading, or deceptive claims about your products or services. You are responsible for ensuring that all product claims can be substantiated as required by applicable law.

You acknowledge that Creators are required to disclose sponsored content in accordance with FTC guidelines and equivalent regulations. You shall not instruct, encourage, or pressure Creators to omit required disclosures or to disclose in a manner that is unclear or non-compliant.

You are responsible for ensuring that campaigns comply with the terms of service and advertising policies of social media platforms on which content will be published. Hypeo is not responsible for content that is rejected, removed, or penalized by social media platforms.

You shall not use the Platform for campaigns that: (a) promote illegal products or services; (b) promote products or services that are restricted without appropriate age-gating or geographic restrictions (e.g., alcohol, tobacco, gambling, cannabis); (c) promote weapons, explosives, or dangerous materials; (d) promote hate, discrimination, or violence; (e) promote multi-level marketing schemes or other deceptive business practices; (f) infringe intellectual property rights; (g) violate any applicable sanctions, export control, or anti-money laundering laws; or (h) could reasonably be expected to damage Hypeo's reputation or business relationships.

You represent and warrant that any products provided to Creators for review or promotion are safe, comply with applicable safety regulations, and are accurately described. You shall indemnify Hypeo for any claims arising from product defects or inaccurate product information.

Hypeo reserves the right to reject, suspend, or terminate any campaign that violates these Terms or that Hypeo determines, in its sole discretion, poses legal, reputational, or safety risks. No refund of subscription fees or take rate will be provided for campaigns terminated due to your violation of these Terms.

If you provide products to Creators as gifts or for product seeding (without required posting obligations), you acknowledge that: (a) such arrangements may still require disclosure if the Creator posts about the product; (b) you should communicate disclosure expectations clearly; and (c) Hypeo is not responsible for Creator compliance with disclosure requirements for gifted products.

You acknowledge your obligations under FTC Endorsement Guides and agree to: (a) ensure all required disclosures are included in collaboration contracts; (b) not discourage, prevent, or penalize Creators for making required disclosures; (c) monitor sponsored content for proper disclosure; and (d) take corrective action if you become aware of non-compliant content. Hypeo may require evidence of disclosure compliance as a condition of campaign approval.

The Platform may allow Brands and Creators to rate and review each other following collaborations. Ratings and reviews help maintain platform quality and assist users in making informed decisions.

You agree to provide honest, accurate, and fair ratings and reviews based solely on your actual experience with the collaboration. You shall not: (a) provide false or misleading ratings; (b) offer or accept compensation in exchange for ratings; (c) coordinate with others to manipulate ratings; or (d) retaliate against Creators for negative feedback by providing unwarranted negative ratings.

Hypeo reserves the right to moderate, edit, or remove ratings and reviews that: (a) contain abusive, defamatory, or harassing content; (b) are unrelated to the actual collaboration; (c) appear to be manipulated or fraudulent; (d) violate these Terms; or (e) are otherwise inappropriate in Hypeo's sole discretion.

Hypeo does not verify the accuracy of ratings or reviews and makes no guarantee regarding their reliability. You should exercise independent judgment when evaluating Creators.

If you believe a Creator’s rating or review of you is false, defamatory, or violates these Terms, you may report it to support@hypeo.ai. Hypeo will review the report and take action in its sole discretion. Hypeo's decision regarding ratings disputes is final and not subject to appeal.

You represent and warrant that: (a) you have the legal right and authority to enter into these Terms and perform your obligations hereunder; (b) if entering on behalf of an entity, you have authority to bind that entity; (c) all information you provide to Hypeo is accurate, complete, and not misleading; (d) you own or have all necessary rights, licenses, and permissions to provide Brand Materials and to authorize their use as contemplated herein; (e) your campaigns and use of the Platform do not and will not violate any applicable law, regulation, or third-party right; (f) your products and services are safe, lawfully marketed, and accurately described; (g) you are not subject to any obligation that would prevent or restrict your performance under these Terms; (h) you are not on any government sanctions list or prohibited from transacting under applicable law; (i) you have not previously been terminated from the Platform for violation of these Terms or fraud; and (j) you will comply with all applicable anti-bribery and anti-corruption laws.

Hypeo does not guarantee: (a) any minimum reach, engagement, or performance from campaigns; (b) the accuracy of Creator metrics or audience data; (c) Creator availability, reliability, or quality; (d) the suitability of any Creator for your campaign; (e) the accuracy of any AI-generated recommendation or match; or (f) any particular business outcome from your use of the Platform.

THE PLATFORM AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HYPEO DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

HYPEO DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. HYPEO MAY SUSPEND, MODIFY, OR DISCONTINUE ANY FEATURE OR FUNCTIONALITY AT ANY TIME WITHOUT NOTICE OR LIABILITY.

HYPEO MAKES NO WARRANTY REGARDING ANY THIRD-PARTY SERVICES, SOCIAL MEDIA PLATFORMS, PAYMENT PROCESSORS, OR OTHER EXTERNAL SERVICES INTEGRATED WITH OR ACCESSED THROUGH THE PLATFORM.

HYPEO MAKES NO WARRANTY REGARDING THE PERFORMANCE, RELIABILITY, OR QUALITY OF ANY CREATOR. HYPEO DOES NOT VERIFY CREATOR METRICS AND DISCLAIMS ALL LIABILITY FOR INACCURATE, INFLATED, OR FRAUDULENT CREATOR DATA.

HYPEO’S AI-POWERED FEATURES, INCLUDING CREATOR DISCOVERY, MATCHING, RECOMMENDATIONS, AND FRAUD DETECTION, ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND MAY CONTAIN ERRORS OR INACCURACIES. HYPEO DOES NOT WARRANT THE ACCURACY, RELIABILITY, COMPLETENESS, OR SUITABILITY OF ANY AI-GENERATED OUTPUT AND DISCLAIMS ALL LIABILITY FOR DECISIONS MADE IN RELIANCE ON SUCH OUTPUT.

HYPEO MAKES NO WARRANTY REGARDING THE RESULTS, EFFECTIVENESS, OR RETURN ON INVESTMENT OF ANY CAMPAIGN. INFLUENCER MARKETING INVOLVES INHERENT RISKS AND UNCERTAINTIES, AND HYPEO DISCLAIMS ALL LIABILITY FOR CAMPAIGN UNDERPERFORMANCE.

THE PLATFORM MAY INTEGRATE WITH OR PROVIDE ACCESS TO THIRD-PARTY SERVICES, INCLUDING SOCIAL MEDIA PLATFORMS, ANALYTICS PROVIDERS, AND PAYMENT PROCESSORS. HYPEO MAKES NO WARRANTY REGARDING THE AVAILABILITY, ACCURACY, OR FUNCTIONALITY OF ANY THIRD-PARTY INTEGRATION. THIRD-PARTY SERVICES ARE GOVERNED BY THEIR OWN TERMS AND PRIVACY POLICIES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HYPEO, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF HYPEO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HYPEO'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF SUBSCRIPTION FEES AND TAKE RATE FEES PAID BY YOU TO HYPEO IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE THOUSAND U.S. DOLLARS ($1,000).

YOU ACKNOWLEDGE THAT HYPEO HAS OFFERED THE PLATFORM AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND HYPEO.

THE LIMITATIONS IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.

THE LIMITATIONS IN SECTION 12.2 SHALL NOT APPLY TO: (A) YOUR PAYMENT OBLIGATIONS UNDER THESE TERMS; (B) YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 13; (C) YOUR BREACH OF SECTION 5.5 (NO CIRCUMVENTION); (D) YOUR BREACH OF SECTION 7 (DATA PROTECTION); (E) YOUR INFRINGEMENT OF HYPEO'S INTELLECTUAL PROPERTY; OR (F) CLAIMS ARISING FROM YOUR FRAUD OR WILLFUL MISCONDUCT.

You agree to indemnify, defend, and hold harmless Hypeo, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, “Hypeo Indemnitees”) from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or related to: (a) your use of the Platform; (b) your campaigns and Brand Materials; (c) your products or services promoted through the Platform; (d) your breach of these Terms or any collaboration contract; (e) your violation of any applicable law, regulation, or third-party right; (f) any dispute between you and a Creator; (g) any claim that your Brand Materials or campaigns infringe or misappropriate any intellectual property or other right of any third party; (h) any claim arising from false, misleading, or non-compliant advertising; (i) any product liability claim related to products promoted through the Platform; or (j) your negligence, willful misconduct, or fraud.

Hypeo will provide you with prompt written notice of any claim subject to indemnification, provided that failure to provide such notice shall not relieve you of your indemnification obligations except to the extent you are materially prejudiced thereby. Hypeo reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with Hypeo's defense of such claims. You shall not settle any claim without Hypeo’s prior written consent if such settlement would impose any obligation on Hypeo or admit any liability on Hypeo's behalf.

Your indemnification obligations shall not apply to the extent a claim arises solely from Hypeo’s gross negligence or willful misconduct.

This indemnification obligation shall survive termination of these Terms and your use of the Platform.

Without limiting the foregoing, you specifically agree to indemnify Hypeo for any claim by a Creator arising from: (a) your failure to pay amounts owed under a collaboration contract; (b) your unauthorized use of Creator Content; (c) your breach of exclusivity or other contractual commitments; (d) defamatory or disparaging statements about a Creator; or (e) your products causing injury or harm.

Before initiating any formal dispute resolution proceeding, you agree to first contact Hypeo at legal@hypeo.ai and attempt to resolve the dispute informally for at least thirty (30) days. Most disputes can be resolved through good-faith negotiation.

If the dispute cannot be resolved informally, you and Hypeo agree that any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Platform (collectively, “Disputes”) shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Wilmington, Delaware, or another location mutually agreed upon by the parties. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

YOU AND HYPEO AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

Notwithstanding the foregoing: (a) either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information; and (b) either party may bring an individual action in small claims court if the claim qualifies.

You may opt out of the arbitration and class action waiver provisions by sending written notice to legal@hypeo.ai within thirty (30) days of first accepting these Terms. Your notice must include your company name, account information, and a clear statement that you wish to opt out of arbitration. If you opt out, disputes will be resolved in accordance with Section 15.

Each party shall bear its own costs and attorneys' fees in any arbitration, unless the arbitrator determines that a claim or defense was frivolous or brought in bad faith, in which case the arbitrator may award fees to the prevailing party.

Disputes between you and Creators are not subject to this Section 14 and must be resolved directly between you and the Creator. Hypeo is not a party to any Brand-Creator dispute and has no obligation to participate in any dispute resolution proceeding between you and a Creator. Hypeo may, in its sole discretion, provide records or information relevant to a dispute, but is not obligated to do so.