HYPEO — CREATOR TERMS

Hypeo is an AI-powered platform that connects Creators with brands, advertisers, and agencies (“Brands”) for influencer marketing collaborations.

Creators may access and use the Platform free of charge. There is no monthly or annual subscription fee for Creators. Hypeo generates revenue by applying a take rate (commission) on Creator payouts for collaborations completed through the Platform, as described in Section 6.

Hypeo provides Creator-Brand matching, workflow management, messaging, and digital contracting services. Hypeo is a platform facilitator only. The commercial agreement for each collaboration is between the Creator and the Brand. Hypeo is not a party to any Creator-Brand 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 Creators and Brands.

Certain Platform features, including Creator-Brand 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 not be suitable for your specific circumstances and that you are solely responsible for evaluating any opportunity presented through the Platform.

Your relationship with Hypeo is that of an independent contractor. Nothing in these Terms creates an employment, agency, partnership, or joint venture relationship between you and Hypeo. You are solely responsible for your own taxes, benefits, and compliance with applicable laws.

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 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.

You must be at least 18 years old to use the Platform. By creating an account, you represent and warrant that you are at least 18 years of age.

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 an entity (such as a talent agency, management company, or loan-out company), you represent and warrant that you have the authority to bind that entity to these Terms.

You agree to provide accurate, current, and complete information during registration and to update such information as necessary to maintain its accuracy. This includes identity information, tax information, payment details, and any documentation required under Section 7.

You represent and warrant that your use of the Platform and performance of any collaboration will comply with all applicable laws, regulations, and rules, including without limitation: (a) advertising and consumer protection laws; (b) Federal Trade Commission guidelines and equivalent regulations in your jurisdiction; (c) tax laws and reporting requirements; and (d) the terms of service and community guidelines of any social media platform on which you publish content.

Hypeo reserves the right to verify your identity, legal status, tax 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. You agree to notify Hypeo immediately of any unauthorized use of your account or any other breach of security.

You agree to provide and maintain truthful, accurate, and up-to-date profile information, including but not limited to your follower counts, engagement metrics, audience demographics, and content categories.

You agree to deliver all content and services as specified in each collaboration contract, including adherence to deadlines, creative briefs, brand guidelines, and any other requirements set forth therein.

You represent and warrant that your social media following and engagement are authentic and were obtained organically or through legitimate paid promotion. You shall not use, purchase, or otherwise obtain fake followers, bots, click farms, engagement pods, or any other means of artificially inflating your metrics. You shall not misrepresent your audience demographics, engagement rates, or reach. Discovery of artificial engagement or metric manipulation, whether occurring before or during your use of the Platform, may result in immediate account termination, forfeiture of pending payments, disgorgement of prior payments, and notification to affected Brands.

You agree to comply with all applicable advertising disclosure requirements, including FTC Endorsement Guides and equivalent regulations in your jurisdiction. You shall clearly and conspicuously disclose sponsored content using appropriate labels (e.g., #ad, #sponsored, #partner, or platform-specific branded content tools) as required by law and platform policies.

You agree to communicate and conduct yourself professionally in all interactions with Brands, Hypeo, and other Platform users. You shall not engage in harassment, discrimination, or abusive behavior.

Unless otherwise specified in a collaboration contract, these Terms do not impose exclusivity obligations. However, you agree to honor any exclusivity provisions contained in individual collaboration contracts.

Hypeo may suspend or terminate accounts that violate these obligations. Depending on the nature and severity of the violation, Hypeo may also withhold pending payments, notify affected Brands, and pursue any other remedies available at law or in equity.

You shall not attempt to circumvent the Platform to avoid Hypeo’s take rate or other fees, including by soliciting or accepting direct payments from Brands introduced through the Platform. If you engage in a collaboration with a Brand you were introduced to through Hypeo, Hypeo’s take rate applies regardless of whether the transaction is processed through the Platform. Violation of this provision entitles Hypeo to recover the take rate that would have been owed, plus any costs of collection.

When you accept a collaboration through the Platform, a digital contract is automatically generated outlining the deliverables, deadlines, usage rights, compensation, and other material terms. A binding agreement is formed when both you and the Brand sign the contract electronically. You acknowledge that electronic signatures are legally binding and enforceable.

Each collaboration contract will specify, at minimum: (a) the scope of deliverables; (b) content specifications and brand guidelines; (c) deadlines for delivery and revision; (d) usage rights granted to the Brand; (e) compensation amount; (f) payment terms and timing; and (g) any exclusivity or non-compete provisions.

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.

You shall deliver content through the Platform in accordance with the collaboration contract. Brands will have the opportunity to review and approve deliverables or request revisions as specified in the contract. You agree to make reasonable revisions within the scope of the original brief.

Payment is released after the Brand validates the deliverables in accordance with the collaboration contract and all conditions set forth in Section 6 are satisfied.

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 payment. Hypeo does not vet, endorse, or guarantee the suitability, reliability, or quality of any Creator or Brand. Disputes between Creators and Brands 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.

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 payment. Hypeo does not vet, endorse, or guarantee the suitability, reliability, or quality of any Creator or Brand. Disputes between Creators and Brands 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.

As between you and Hypeo, you retain all ownership rights in and to the content you create (“Creator Content”), subject to the licenses granted herein and in any collaboration contract.

By entering into a collaboration contract, you grant the applicable Brand a license to use the Creator Content as specified in that contract. The scope, duration, territory, and permitted uses of such license are defined in each collaboration contract. You represent and warrant that you have all rights necessary to grant such licenses.

You grant Hypeo a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, display, distribute, and create derivative works of your Creator Content and profile information for the following purposes: (a) operating and providing the Platform; (b) facilitating collaborations and campaign execution; (c) analytics, reporting, and performance measurement; (d) fraud detection and platform integrity; (e) marketing and promoting the Platform, including featuring Creator profiles and sample work in promotional materials; and (f) improving and developing Platform features, including training, testing, and improving AI and machine learning models used in connection with the Platform's services. This license survives termination of your account with respect to content created prior to termination. This license includes the right to use your name, likeness, profile photo, social media handles, and excerpts of Creator Content in promotional and marketing materials for the Platform. This license survives termination of your account with respect to content created prior to termination.

Hypeo will not sell or license your Creator Content to third parties for purposes unrelated to the Platform without your express written consent.

To the extent permitted by applicable law, you irrevocably waive and agree not to assert any moral rights or similar rights (including rights of attribution and integrity) in Creator Content with respect to Hypeo’s and Brands’ use of such content as authorized herein. Where such waiver is not permitted, you agree not to enforce such rights against Hypeo or Brands acting within the scope of their authorized use.

All Platform technology, software, AI models, 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. You shall not copy, modify, reverse engineer, decompile, or create derivative works of any Hypeo IP.

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.

Payments to Creators are processed only after all of the following conditions are satisfied: (a) deliverables have been validated by the Brand in accordance with the collaboration contract; (b) you have submitted a compliant invoice meeting the requirements of Section 7; (c) all required tax documentation has been provided and approved; and (d) any applicable dispute or review period has concluded.

Creators do not pay any subscription, membership, or access fees to use the Platform. Hypeo access is free for Creators.

When Creator payments are processed through the Platform (“Platform Payments”), Hypeo deducts a Creator Fee from your gross payout before payment is remitted to you. The Creator Fee is Hypeo's compensation for providing payment processing, escrow services, tax documentation management, and Platform infrastructure. The applicable Creator Fee rate is: (a) displayed in your Creator dashboard; (b) specified in the collaboration contract; or (c) otherwise communicated to you by Hypeo in writing. Hypeo reserves the right to modify the Creator Fee in accordance with Section 6.4.

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

The Creator Fee is earned upon release of payment to you and is non-refundable under any circumstances, including but not limited to: (a) cancellation of a campaign after deliverables have been completed; (b) disputes between you and a Brand; (c) changes to your account status; (d) your withdrawal from the Platform; or (e) termination of your account.

Hypeo will remit payments within thirty (30) days following satisfaction of all payment conditions set forth in Section 6.1, unless a different timeframe is specified in your dashboard or collaboration contract. Hypeo is not responsible for delays caused by payment processors, banks, or your failure to provide accurate payment information.

You are responsible for providing and maintaining accurate payment information. Hypeo may offer various payment methods, which may vary by jurisdiction. Fees charged by payment processors or banks are your responsibility unless otherwise stated.

Payments are made in the currency specified in the collaboration contract or your account settings. Any currency conversion is performed at prevailing exchange rates, and you bear any exchange rate risk.

You are solely responsible for all taxes arising from payments received through the Platform. Hypeo may withhold taxes as required by applicable law (see Section 7). Amounts stated in collaboration contracts are gross amounts before any applicable withholding.

If a Brand disputes or reverses a payment after you have been paid, you authorize Hypeo to deduct the disputed amount from future payments owed to you or to invoice you directly for such amount. You agree to cooperate with any investigation into disputed payments. Hypeo may suspend your account or withhold future payments pending resolution of any dispute.

Some Brands may elect to pay Creators directly outside of the Platform (“Direct Payments”) rather than processing payments through Hypeo. In the case of Direct Payments: (a) no Creator Fee is deducted by Hypeo, as Hypeo does not process the transaction; (b) you are solely responsible for invoicing the Brand, collecting payment, and resolving any payment disputes directly with the Brand; (c) Hypeo has no obligation to facilitate, guarantee, or mediate Direct Payments and assumes no liability for a Brand's failure to pay, late payment, or underpayment; (d) you remain responsible for all tax compliance obligations, including issuing compliant invoices and remitting applicable taxes, regardless of whether payment is processed through the Platform or directly; (e) all other terms of the collaboration contract remain in effect, including deliverable obligations, content standards, and intellectual property provisions; and (f) you shall not solicit or encourage Brands to use Direct Payments to circumvent Hypeo’s fees; any such conduct may result in account suspension or termination.

The decision whether to process Creator payments through the Platform or via Direct Payment is made by the Brand or Agency in accordance with their agreement with Hypeo. Creators do not have the right to require a particular payment method. The applicable payment method will be specified in the collaboration contract.

YOU ACKNOWLEDGE AND AGREE THAT HYPEO HAS NO RESPONSIBILITY OR LIABILITY FOR DIRECT PAYMENTS, INCLUDING WITHOUT LIMITATION: (A) A BRAND’S OR AGENCY’S FAILURE TO PAY YOU OR DISPUTES REGARDING PAYMENT AMOUNTS; (B) COLLECTION OF AMOUNTS OWED TO YOU BY A BRAND OR AGENCY; (C) TAX COMPLIANCE, WITHHOLDING, OR REPORTING OBLIGATIONS RELATED TO DIRECT PAYMENTS; (D) ANY INTELLECTUAL PROPERTY DISPUTE RELATED TO CONTENT CREATED UNDER A DIRECT PAYMENT ARRANGEMENT; OR (E) ANY OTHER DISPUTE, CLAIM, OR LIABILITY ARISING FROM OR RELATED TO THE DIRECT PAYMENT RELATIONSHIP BETWEEN YOU AND A BRAND OR AGENCY. 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.

You are solely responsible for determining and fulfilling your tax obligations in connection with payments received through the Platform. Hypeo does not provide tax advice. You are encouraged to consult with a qualified tax professional regarding your specific circumstances.

Before any payment can be processed, you must provide all documentation required by Hypeo and applicable law, which may include identity verification, tax identification numbers, business registration documents, and tax status certifications. Required documents will be specified in your dashboard.

All Creators must provide: (a) a valid government-issued identification document (national ID, passport, or equivalent); and (b) documentation of legal status to receive payments, which may include business registration, self-employment certification, or tax identification.

Each collaboration requires a valid invoice that includes: (a) your full legal name or registered company name; (b) legal status and tax identification number; (c) complete address; (d) description of services rendered; (e) amounts excluding tax (HT), applicable VAT, and total amount; (f) unique invoice number and date; and (g) signature (electronic signature accepted). No payment will be issued without a compliant invoice.

Hypeo may withhold from payments any amounts required by applicable law, including but not limited to withholding taxes, backup withholding, and similar levies. Withheld amounts will be remitted to the appropriate tax authorities, and Hypeo will provide documentation of withholding upon request.

Failure to provide required documentation or maintain tax compliance may result in: (a) delay or suspension of payments; (b) increased withholding rates; (c) cancellation of pending collaborations; (d) suspension or termination of your account; and (e) reporting to applicable tax authorities as required by law.

You agree to promptly update your tax documentation if your legal status, tax residence, or other relevant circumstances change.

You agree to indemnify and hold harmless Hypeo from any taxes, penalties, interest, or other costs arising from your failure to comply with applicable tax laws or to provide accurate tax documentation. If Hypeo is required to pay any tax that is your responsibility, you agree to reimburse Hypeo promptly upon demand.

Your personal data is collected, processed, and stored in accordance with our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to such processing and warrant that all data provided by you is accurate.

Hypeo processes personal data in compliance with applicable data protection laws, including: (a) United States federal and state data protection requirements; (b) the General Data Protection Regulation (GDPR) for users in the European Economic Area; and (c) Moroccan Law 09-08 (Loi relative à la protection des personnes physiques à l'égard du traitement des données à caractère personnel) for Morocco-based users.

You acknowledge and consent to the transfer of your personal 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.

By participating in collaborations, you consent to the sharing of relevant information with Brands as necessary for campaign execution and compliance with legal obligations, including: (a) profile information and social media metrics; (b) performance analytics and engagement data; (c) Creator Content and drafts; (d) invoices and tax documentation as required by law; (e) communication records related to the collaboration; and (f) identity verification status. Brands are required to use such information solely for collaboration purposes, but Hypeo is not responsible for a Brand's misuse of information.

Depending on your jurisdiction, you may have rights regarding your personal data, including rights of access, rectification, erasure, restriction, portability, and objection. To exercise these rights, contact privacy@hypeo.ai.

You shall not create, upload, publish, or deliver through the Platform any content that: (a) is illegal, fraudulent, or violates any applicable law or regulation; (b) infringes any intellectual property right, privacy right, publicity right, or other proprietary right of any third party; (c) is defamatory, libelous, or constitutes unlawful harassment; (d) is hateful, discriminatory, or promotes violence against any individual or group based on race, ethnicity, religion, gender, sexual orientation, disability, or other protected characteristic; (e) contains malware, viruses, or other harmful code; (f) is sexually explicit or pornographic; (g) promotes illegal drugs, weapons, or dangerous activities; (h) contains false, misleading, or deceptive claims about products or services; (i) violates any social media platform's terms of service or community guidelines; (j) is otherwise objectionable in Hypeo’s sole discretion; (k) violates any applicable sanctions, export control, or anti-money laundering laws; or (l) could reasonably be expected to damage Hypeo’s reputation or business relationships.

All sponsored content must comply with applicable advertising laws and regulations, including requirements for clear and conspicuous disclosure of material connections, substantiation of product claims, and age-gating for restricted products.

Hypeo reserves the right, but has no obligation, to review, monitor, or remove any content that violates these standards or that Hypeo determines, in its sole discretion, is harmful to the Platform, its users, or third parties. Removal of content does not entitle you to any refund or compensation.

If you become aware of any content on the Platform that violates these standards, you may report it to content@hypeo.ai.

You represent and warrant that: (a) you have the legal right and authority to enter into these Terms and perform your obligations hereunder; (b) all information you provide to Hypeo is accurate, complete, and not misleading; (c) you own or have all necessary rights, licenses, and permissions to grant the licenses set forth in Section 5; (d) your Creator Content and your use of the Platform do not and will not infringe, misappropriate, or violate any third party’s intellectual property rights, privacy rights, publicity rights, or other legal rights; (e) you will comply with all applicable laws, regulations, and platform policies in your use of the Platform and performance of collaborations; (f) your social media metrics and audience data are authentic and have not been artificially inflated; (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 receiving payments under applicable law; (i) you have not previously been terminated from the Platform for violation of these Terms or fraud; and (j) to the extent you use any third-party content, music, or materials in your Creator Content, you have obtained all necessary licenses and clearances.

Hypeo does not guarantee: (a) any minimum number of collaboration opportunities; (b) any minimum level of earnings; (c) the suitability of any Brand or collaboration; (d) the accuracy of any AI-generated recommendation or match; or (e) any particular 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 IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, OR DATA RESULTING FROM YOUR USE OF THE PLATFORM.

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

HYPEO’S AI-POWERED FEATURES, INCLUDING 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. AI FEATURES MAY BE MODIFIED, SUSPENDED, OR DISCONTINUED AT ANY TIME WITHOUT NOTICE.

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, 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 TAKE RATE FEES DEDUCTED FROM YOUR PAYOUTS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) FIVE HUNDRED U.S. DOLLARS ($500).

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.

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 Creator Content; (c) your breach of these Terms or any collaboration contract; (d) your violation of any applicable law, regulation, or third-party right; (e) any dispute between you and a Brand; (f) your tax obligations or failure to provide required documentation; (g) any claim that your Creator Content infringes or misappropriates any intellectual property or other right of any third party; or (h) 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.

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

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

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, 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.

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 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.

Notwithstanding the foregoing, either party may bring an individual action in small claims court if the claim qualifies.

These Terms and any Dispute shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

For any Dispute not subject to arbitration or where arbitration is not enforceable, you and Hypeo consent to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware. You waive any objection to such jurisdiction or venue based on inconvenient forum.

Notwithstanding the foregoing, nothing in these Terms shall deprive you of any mandatory protections afforded under the laws of your country of residence, including but not limited to: (a) Moroccan Law 09-08 regarding data protection; (b) applicable consumer protection laws; and (c) mandatory tax and invoicing requirements.

You may terminate your account at any time by providing notice to Hypeo through the Platform or by contacting creators@hypeo.ai. Termination does not relieve you of any obligations under pending collaboration contracts or any accrued payment obligations.

Hypeo may suspend or terminate your account at any time, with or without cause, with or without notice, including but not limited to the following circumstances: (a) breach of these Terms; (b) repeated non-delivery or poor performance; (c) fraud, manipulation, or artificial engagement; (d) failure to provide required tax or identity documentation; (e) violation of content standards; (f) conduct harmful to Hypeo, other users, or third parties; or (g) extended inactivity.

Upon termination: (a) your right to access and use the Platform immediately ceases; (b) you remain liable for all obligations incurred prior to termination, including deliverables under pending collaborations; (c) Hypeo’s take rate remains due on any amounts paid or payable to you; (d) Hypeo may withhold any pending payments to satisfy obligations or claims; (e) the licenses granted to Hypeo under Section 5.3 shall survive with respect to content created prior to termination; (f) all Confidential Information in your possession must be destroyed or returned upon request; and (g) Hypeo may retain your data as necessary to comply with legal obligations, resolve disputes, or enforce these Terms, in accordance with the Privacy Policy.

The following sections shall survive termination of these Terms: Section 5 (Intellectual Property), Section 6 (Payments and Creator Fee), Section 7 (Tax Compliance), Section 10 (Representations and Warranties), Section 11 (Disclaimer of Warranties), Section 12 (Limitation of Liability), Section 13 (Indemnification), Section 14 (Dispute Resolution), Section 15 (Governing Law), this Section 16.4, Section 17 (Confidentiality), and Section 19 (General Provisions).

In connection with your use of the Platform, you may receive or have access to non-public information of Hypeo or Brands, including business terms, pricing, campaign strategies, and unpublished features (“Confidential Information”).

You agree to: (a) maintain the confidentiality of all Confidential Information; (b) use Confidential Information solely for purposes of performing collaborations through the Platform; (c) not disclose Confidential Information to any third party without prior written consent; and (d) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of yours; (b) was known to you prior to disclosure; (c) is independently developed by you without use of Confidential Information; or (d) is rightfully obtained from a third party without restriction.

You may disclose Confidential Information if required by law, regulation, or court order, provided that you give Hypeo prompt notice (to the extent legally permitted) and cooperate with any efforts to obtain protective treatment.

Your confidentiality obligations under this Section 17 shall survive termination of these Terms and continue for a period of three (3) years following disclosure of the applicable Confidential Information, or indefinitely for trade secrets.

These Terms, together with the Privacy Policy and any collaboration contracts entered into through the Platform, constitute the entire agreement between you and Hypeo regarding your use of the Platform and supersede all prior or contemporaneous agreements, representations, and understandings.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.

Hypeo’s failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by Hypeo.

You may not assign or transfer these Terms or any rights hereunder without Hypeo's prior written consent. Hypeo may assign these Terms without restriction. These Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

These Terms are for the sole benefit of you and Hypeo. Nothing herein shall be construed to create any rights in any third party.

Hypeo may provide notices to you via the Platform, email, or other reasonable means. Notices to Hypeo must be sent to legal@hypeo.ai or to the address set forth in Section 20.

Section headings are for convenience only and shall not affect the interpretation of these Terms.

These Terms are drafted in English. If translated into another language, the English version shall control in case of conflict.

Nothing in these Terms shall be construed to create a partnership, joint venture, employment, or agency relationship between you and Hypeo. You have no authority to bind Hypeo in any manner.

You agree to comply with all applicable export control laws and regulations, including U.S. Export Administration Regulations. You represent that you are not located in, or a national or resident of, any country subject to U.S. sanctions.

You consent to receive communications from Hypeo electronically, including via the Platform, email, or text message. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.