Terms of Service

Last Updated: September 9, 2025

Welcome to Collabstr! These Terms of Service form a legally binding agreement (the "Agreement") that governs your access to and use of the website located at www.collabstr.com and all related applications, mobile applications, technology, and services (collectively, the "Platform").

The Agreement is between you, whether personally or on behalf of an entity you represent ("you", "your", or "User"), and the applicable Collabstr Contracting Party. As used in this Agreement, "Collabstr", "we", "us", or "our" refers to the applicable Collabstr Contracting Party as defined in Section 19 below. From time to time, you and Collabstr may enter into separately executed order forms or other written agreements that reference these Terms of Service, which shall be incorporated into and form part of this Agreement.

Please also review Collabstr's Privacy Policy at https://collabstr.com/privacy, which explains how we collect, use, and share your information when you use the Platform. By creating an account, accessing the Platform, or using any of the Services, you agree to be bound by this Agreement and acknowledge our Privacy Policy. If you do not agree to all terms and conditions of the Agreement, you must not access or use the Platform.

THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. THE SPECIFIC DISPUTE RESOLUTION PROCESS APPLICABLE TO YOU MAY DEPEND ON YOUR COUNTRY OF RESIDENCE. BY AGREEING TO BE BOUND BY THIS AGREEMENT, YOU AGREE TO RESOLVE ALL DISPUTES WITH COLLABSTR THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND THAT YOU WAIVE YOUR RIGHTS TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS.

Part I: General Terms

1. The Collabstr Platform & Services

Platform Description and Services

The Platform is a self-serve online marketplace that enables Brands to find, connect with, and hire Creators, and for Creators to market their services, connect with Brands, and get paid for creating authentic user-generated content. To facilitate these activities, Collabstr provides a range of tools and features (collectively, the "Services"), which include but are not limited to: (i) for Brands, tools to search, filter, and identify Creators, as well as manage campaigns and purchase content; and (ii) for Creators, tools to create a public profile, list content packages for sale, apply for custom projects, and manage the delivery of content. While some Services are available to all Users, access to certain premium features and advanced functionality may require the payment of a recurring Subscription Fee.

Collabstr's Role

You acknowledge that Collabstr's role is to provide the Platform and the Services to facilitate connections between Users. Collabstr is not a party to any agreement or transaction between a Brand and a Creator, and we do not act as an agent for any User, except for the limited purpose of collecting and processing payments.

2. Definitions

In this Section we define capitalized terms that appear in this Agreement or other parts of the Terms of Service. Other capitalized terms are defined throughout the Agreement.

• Accepted Order: An Order that has been mutually and finally agreed upon by a Brand and a Creator.
• Brand: A User, including but not limited to a company, agency, or individual, which utilizes the Platform to discover or engage with Creators for the purposes of obtaining Content Deliverables.
• Brand Content: Any and all materials provided by a Brand to a Creator for use or incorporation into Content Deliverables. This includes, but is not limited to, product images, videos, logos, brand guidelines, and other promotional materials.
• Brand Review Period: The seventy-two (72) hour period commencing upon Creator's submission of Content Deliverables, during which a Brand may approve the Content Deliverables, request any applicable revisions, or submit a User Dispute.
• Campaign: A request posted by a Brand for the creation of Content Deliverables that outlines a project, for which interested Creators can submit applications. A Campaign may lead to an Order.
• Content Deliverables: Any and all media created by a Creator in fulfillment of an Order and delivered to a Brand.
• Content Platforms: The third-party social media platforms on which certain Content Deliverables may be posted, including but not limited to Instagram, TikTok, YouTube, Twitch, and X.
• Content Requirements: The specifications, guidelines, deliverables, rights, and obligations set forth in an Order, which may include the Content Rights.
• Content Rights: Rights to use the Content Deliverables as may be agreed upon between a Brand and a Creator in an Accepted Order.
• Creator: A User, including but not limited to an influencer, artist, or other content creator, who utilizes the Platform to be discovered by or engage with Brands for the purpose of creating and selling Content Deliverables.
• Creator Package: A pre-defined package of content or services offered by a Creator on their public profile for a set price.
• Custom Offer: An Order proposal sent by a Brand directly to a Creator which may include Content Requirements not listed in the Creator's Creator Packages.
• Direct Booking: The process of creating an Order by a Brand either purchasing a Creator Package or sending a Custom Offer that is accepted by the Creator.
• Intellectual Property Rights: copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, patent rights and other intellectual property rights, in each case, under the laws of any state, country, territory or other jurisdiction.
• Order: Any collaboration request on the Platform in which a Brand's payment has been captured for a Creator to produce Content Deliverables. An Order can be created through a Direct Booking or Campaign.
• Payment Method: The valid and authorized financial instrument, such as a credit card or other payment method accepted by the Platform, through which a Brand pays for Orders, Platform Fees, Subscription Fees, or to fund their Account Balance and a Creator pays agreed upon costs and expenses related to Orders, if any.
• Payout: The payment a Creator is entitled to receive for a completed Accepted Order after the deduction of any applicable Platform Fees.
• Payout Method: The valid financial account, such as a bank account or third-party payment service account, that a Creator connects to their Account to receive Payouts.
• Platform Content: All materials, including text, graphics, logos, and software, that are owned by or licensed to Collabstr and made available on the Platform, exclusive of any User-provided content.
• Platform Fee: The service fees charged by Collabstr to Brands and Creators on marketplace transactions as described in the applicable Order.
• Profile Content: Any content that a User posts, uploads, or otherwise makes available on their public-facing Account profile, including but not limited to profile pictures, biographical information, and portfolio items.
• Subscription Fee: The recurring fee, typically charged monthly or annually, paid by a Brand to access advanced, premium, or additional Platform features that may not be available to non-subscribing Users. The specific features and costs for each subscription plan are detailed on the Platform's pricing page available at collabstr.com/pricing. The Subscription Fee is separate and distinct from the Platform Fee associated with Orders.
• User: Any person or entity that accesses or uses the Platform, including Brands, Creators, and site visitors.
• User Dispute: Any disagreement, claim, or controversy between a Brand and a Creator arising out of or relating to an Order.

3. Access and Use of the Platform

Eligibility

To access and use the Platform, you represent and warrant that you are at least 18 years of age and have the full right, power, and legal capacity to enter into this Agreement. You are solely responsible for ensuring that your use of the Platform is in compliance with all laws, rules, and regulations applicable to you, and by using the Services you represent and warrant that you are not legally prohibited from doing so under the laws of the country in which you reside. If you are registering on behalf of a business or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement.

Account Creation and Responsibilities

To use many of the Services, you must register for a user account ("Account"). You agree to:

• provide accurate, current, and complete information during the registration process;
• maintain and promptly update your Account information to keep it accurate, current, and complete;
• maintain the confidentiality and security of your Account password and credentials;
• not disclose your credentials to any third party;
• accept full responsibility for all activities that occur under your Account, whether or not you have authorized them;
• notify Collabstr immediately of any unauthorized use of your Account; and
• not assign or otherwise transfer your Account to another party without Collabstr's prior written consent.

User Conduct and Prohibited Activities

In connection with your use of the Platform and Services, you agree that you will not:

• violate any applicable law, regulation, or court order;
• infringe, misappropriate, or violate the Intellectual Property Rights or any other rights of any third party;
• upload, post, or transmit any material that is fraudulent, false, misleading, defamatory, obscene, or offensive;
• use any automated means, such as bots, spiders, or scrapers, to access the Platform or collect data for any purpose without our express written permission;
• distribute viruses, spam, or any other harmful technologies;
• interfere with the proper working of the Platform or circumvent any of our security measures; or
• harass, threaten, or defame any other User.

Anti-Circumvention

You agree not to use the Platform to engage with another User and then complete a transaction independent of the Platform that circumvents the obligation to pay Collabstr a fee. If a Brand and Creator are introduced to one another through the Platform, each must use the Platform as their exclusive method to transact with the other in connection with the creation or distribution of video, photos, or social media posts for a period of eighteen (18) months from the start of their first Order.

Mobile Applications

Subject to your compliance with this Agreement, Collabstr grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use a copy of our mobile application (the "App") on a single mobile device that you own or control. You acknowledge and agree that the availability of the App is dependent on the third-party store from which you received the App license, such as the Apple App Store or Google Play (each, an "App Store"). You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable App Store terms and conditions.

4. Payments, Fees, and Subscriptions

Platform Fees

Collabstr charges fees to both Brands and Creators for transactions completed on the Platform (collectively, "Platform Fees"). The current fee structure and amounts are posted on the Platform. Platform Fees applicable to Brands are posted at https://collabstr.com/pricing. Platform Fees applicable to Creators are additionally displayed on the Order. By transacting on the Platform, you agree to pay the fees as published at the time of the transaction. Collabstr reserves the right to change the Platform Fees at any time, in its sole discretion. We will provide you with reasonable prior notice of any fee changes, which may be delivered by email or by posting a notice on the Platform. Your continued use of the Services after a fee change becomes effective constitutes your agreement to pay the new fee.

Subscription Fees

Brands may elect to purchase access to advanced, premium, or additional Platform features, services, and packages not available to non-subscribing Users by paying recurring fees, typically charged monthly or annually ("Subscription Fees"). The specific details and costs for each subscription plan are detailed on the Platform's pricing page located at https://collabstr.com/pricing. Subscription Fees are separate and distinct from Platform Fees.

Upfront Payment; Approval

Brands shall pay upfront the full cost of any Order, including all applicable Platform Fees. Brands may also choose to pre-fund their payment account balance on the Platform ("Account Balance") at any time; these funds can be used for future Orders. Any funds in a Brand's Account Balance that are not actively committed to an Order or ongoing Campaign are fully withdrawable. Once funds are committed to an Order, the funds are collected by Collabstr in its capacity as limited payment collection agent for the applicable Creator until the Order is cancelled in accordance with any cancellation feature offered on the Platform or the associated Accepted Order is both "Completed" and "Approved." An Accepted Order is "Completed" when the Creator submits through the Platform the final Content Deliverables which are then deemed Approved. Content Deliverables are deemed "Approved" when either (i) the Brand affirmatively approves the submission of Content Deliverables on the Platform or (ii) the Brand Review Period expires without the Brand's requesting a revision available under the terms of the Content Requirements or initiating a User Dispute.

Payouts to Creators

Upon successful completion of an Accepted Order deemed Approved, Collabstr will initiate the payout to the Creator's designated Payout Method. Collabstr is not responsible for any delays or failures in payment related to incorrect payment information provided by the Creator or due to Payment Processors (defined below).

Third-Party Payment Processors

We use third-party service providers for payment services, including Stripe for payment processing and Dots for payouts to Creators, (each, a "Payment Processor"). By using the Platform, you agree to be bound by the applicable Payment Processor's terms of service and privacy policy. You authorize Collabstr and its Payment Processors to share any information and payment instructions you provide to complete your transactions.

YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT METHOD OR PAYOUT METHOD ASSOCIATED WITH YOUR ACCOUNT. By providing your Payment Method information, you agree that our Payment Processor is authorized to charge you for all fees and charges due and payable hereunder and that no additional notice or consent is required. Collabstr reserves the right to charge a credit card surcharge. You agree to immediately notify us of any change to your Payment Method of Payout Method information.

Refunds

Upon the resolution of a User Dispute, any refunds issued to a Brand will be credited to the Brand's Account Balance on the Platform or refunded through the applicable Payment Method. The Brand may then use funds returned to its Account Balance for future Orders or withdraw them. Collabstr reserves the right, in its sole discretion, based on the circumstances of a User Dispute, to issue a full, partial, or no refund.

Taxes

You are solely responsible for determining your own tax reporting requirements, and for collecting, reporting, and remitting any and all applicable taxes, such as income tax, sales tax, or VAT, in connection with your use of the Platform. Collabstr does not provide tax advice.

5. Intellectual Property Rights; Copyright Infringement Policy

Platform Content

You acknowledge that all Intellectual Property Rights in the Platform and Platform Content are the exclusive property of Collabstr and its licensors. We grant you a limited, revocable, non-transferable license to access and use the Platform and Platform Content for its intended purposes, subject to your compliance with this Agreement.

Profile Content

By creating an Account and uploading Profile Content, you grant Collabstr a worldwide, non-exclusive, royalty-free, perpetual, sublicensable license to host, display, reproduce, modify, and distribute your Profile Content for the primary purposes of operating, developing, and promoting the Platform and Services. You represent and warrant that you own or have the necessary rights to grant us this license.

Brand Content

A Brand grants a Creator a limited, non-exclusive license to use its Brand Content solely for the purpose of creating Content Deliverables for the applicable Campaign or Order. The Brand retains all Intellectual Property Rights in its Brand Content. The specific terms and conditions governing this license are subject to all applicable provisions of this Agreement and may be further restricted by additional terms specified by the Brand in the Content Requirements of an Order.

Platform Improvement and Analytics

You grant Collabstr a perpetual, worldwide, non-exclusive, royalty-free, sublicensable license to use any data, Profile Content, and Content Deliverables on an aggregated and anonymized basis for the purposes of data analytics, industry reporting, and to develop and improve the Platform and its Services, including its algorithms and machine learning models.

Copyright Policy (DMCA)

Collabstr respects the intellectual property of others and expects its Users to do the same. We will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act ("DMCA"). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement, please provide our designated Copyright Agent with the following information in writing:

• a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• identification of the copyrighted work claimed to have been infringed;
• identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material;
• your contact information, including your address, telephone number, and email address;
• a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notices of claimed infringement should be sent to our Copyright Manager at 2248 Broadway #1209 New York, NY 10024 and hello@collabstr.com.

6. Confidentiality

Definition

"Confidential Information" means all non-public information disclosed by Collabstr or a User (the "Disclosing Party") to another party to this Agreement (the "Receiving Party"), that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to: (a) the terms and content of any non-public Order; (b) information about a Brand's pre-launch products or marketing plans; and (c) any of Collabstr's proprietary business, financial, or technical information.

Obligation of Confidentiality

The Receiving Party agrees to: (i) protect the Disclosing Party's Confidential Information with at least the same degree of care that it uses to protect its own confidential information of a like nature, but in no event less than reasonable care; (ii) not use any Confidential Information for any purpose outside the scope of this Agreement; and (iii) not disclose any Confidential Information to any third party without the Disclosing Party's prior written consent.

Exclusions

The obligations in Section 6(b) will not apply to any information that the Receiving Party can prove: (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without a breach of any obligation; (iii) is received from a third party without a breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Required Disclosure

The Receiving Party may disclose Confidential Information to the extent required by law or a court of competent jurisdiction, provided it gives the Disclosing Party prompt written notice of such requirement (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

7. User Disputes

Internal Resolution Process

You agree to address any and all User Disputes directly to Collabstr for resolution and not to the other User involved. If you are a Brand, you must initiate a User Dispute before the expiration of the Brand Review Period. Upon receiving notice of a User Dispute, Collabstr will use commercially reasonable efforts to investigate the matter. You agree to cooperate and promptly provide any information requested by Collabstr. You further agree that Collabstr will resolve the User Dispute in its sole but reasonable discretion and that its decision is final and binding on both parties. Collabstr's resolution may include, but is not limited to, (a) issuing a full or partial refund to the Brand; (b) issuing a full or partial Payout to the Creator; (c) requiring the Creator to re-do the Content Deliverables; and (d) holding a User liable for, and collecting from such User, the cost of a product or other expenses. You acknowledge and agree that Collabstr acts as a neutral venue and will not be liable to you for any costs, damages, or expenses you may incur in connection with a User Dispute.

External Legal Proceedings

If you are unsatisfied with Collabstr's resolution and participate in a legal proceeding against another User, and that proceeding requires Collabstr's participation, including through a subpoena, deposition, or other process in connection to dispute resolution, you agree that the losing party in that proceeding, as determined by the court or arbitrator, shall be responsible for reimbursing Collabstr for all reasonable expenses and legal fees incurred in connection with its participation.

8. Content and Campaign Monitoring

Collabstr has the right, but not the obligation, to monitor any and all content and activity on the Platform. We reserve the right, in our sole discretion and without prior notice, to refuse, restrict, or remove any Campaign, Content Requirements, Profile Content, or other user-posted content that we determine to be in violation of this Agreement, any applicable law, or is otherwise objectionable or harmful to the Platform, our Services, or our community.

Part II: Brand Terms & Conditions

9. Brand Obligations and Content Licenses

Brand Representations and Warranties

By using the Platform as a Brand, you represent, warrant, and agree that:

• you have the full right, power, and authority to enter into this Agreement and bind the entity you represent to its terms.
• all information provided in your Account, Order and Campaign descriptions, and Content Requirements is and will remain accurate, complete, and not misleading.
• you own or have obtained all necessary licenses and permissions for any Brand Content you provide to a Creator, and that a Creator's use of such Brand Content for the purpose of an Order will not infringe upon any third-party Intellectual Property Rights;
• you are solely responsible for your products, including any claims, liabilities, or damages they may cause to a Creator or any other party, and Collabstr does not endorse and is not responsible for your products; and
• you will comply with all applicable laws, rules, and regulations in connection with your use of the Platform, including but not limited to advertising guidelines such as the U.S. Federal Trade Commission's Endorsement Guides.

Campaigns, Orders, and Content Requirements

You are solely responsible for the clarity, accuracy, legality, and completeness of the Content Requirements in connection with each Campaign and Order you initiate on the Platform. If you require specific restrictions on how a Creator may use your Brand Content, you are responsible for clearly detailing those restrictions within the Content Requirements. You agree that you will not include any term in the Content Requirements, or otherwise condition payment or compensation, on a Creator providing a positive or negative review. The Content Requirements you provide in an Order become a binding agreement between you and the Creator upon the formation of an Accepted Order.

License

You hereby grant each Creator you engage for an Order a limited, non-exclusive, royalty-free license to use and incorporate your Brand Content solely for the purpose of creating the Content Deliverables for that specific Order.

Interacting with Creators

You agree to interact with all Creators in a professional and respectful manner. You are solely responsible for all costs and logistics associated with shipping any products to Creators. Collabstr is not responsible for any products that are lost, damaged, or not returned. You further agree to abide by the Anti-Circumvention policy and conduct all Order-related communications and transactions on the Platform.

10. Brand Financial Terms

Funding and Payment Collection

The Brand shall pay the full cost of any Order, including all applicable Platform Fees, upfront upon placing an Order. Upon receiving your order, we may carry out a standard pre-authorization check of your Payment Method to verify the details provided and to ensure that there are, and cause the Payment Processor to hold, sufficient funds to fulfill the Order. All payments are made using the Brand's selected Payment Method and are collected by Collabstr until the applicable Order is (i) completed and approved as set forth hereunder, (ii) cancelled in accordance with any cancellation feature offered on the Platform, or (iii) refunded to the Brand as a result of a User Dispute.

Authorization to Pay Creator

The final submission of Content Deliverables by a Creator pursuant to the agreed upon Content Requirements commences a the applicable Brand Review Period. By either (i) affirmatively approving the Content Deliverables on the Platform, or (ii) failing to request a revision available under the applicable Content Requirements or initiate a User Dispute within such period, the Brand irrevocably authorizes Collabstr to cause the corresponding Payout to be remitted to the Creator from the funds previously collected from the Brand.

Refunds

Any request for a refund with respect to Content Deliverables or otherwise must be initiated by a Brand by opening a User Dispute through the Platform within the applicable Brand Review Period. Failure to do so, such Brand waives its right to a refund for the Content Deliverables or Order, as applicable. Collabstr will resolve User Disputes in its reasonable discretion, and you agree that Collabstr's decision is final. Any approved refunds will be credited to the Brand's Account Balance, from which they can be withdrawn or used for future Orders.

Payment of Subscription Fees

If you purchase a subscription to access advanced Platform features, you agree to pay the applicable Subscription Fee in accordance with the terms on our pricing page or as otherwise detailed in a separately executed agreement between you and Collabstr. Subscription Fees are billed in advance on a recurring basis (e.g., monthly or annually), are separate from any payments for Orders, and are non-refundable except as otherwise agreed to in writing by Collabstr. Any fees not paid when due will incur a late payment fee of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower.

Independent Contractor Status

You acknowledge and agree that your relationship with Collabstr and with any Creator is that of an independent contractor. Nothing in this Agreement creates any agency, except as expressly required in our limited role as payment collection agent, partnership, joint venture, or employee-employer relationship.

11. Rights to Content

Scope and Grant of Rights

The scope of the Intellectual Property Rights that you acquire in any Content Deliverables is determined by the Content Requirements agreed upon by you and the Creator in a final Accepted Order. If the Accepted Order provides for the transfer of Content Rights, then upon the completion of the Accepted Order, the Creator automatically transfers to you such Content Rights. If the Accepted Order does not provide for the transfer of Content Rights with respect to Content Deliverables, then you will receive a limited, non-exclusive license to use the Content Deliverables solely for the purpose of approving the Content Deliverables in the Order, and you acquire no other rights to use, copy, or distribute the Content Deliverables for your own purposes.

Restrictions on Use

You agree that you will not use, or permit any third party to use, any Content Deliverables or Profile Content for the purpose of training or developing any artificial intelligence or machine learning models or technologies without the express prior written consent of both the User who created the applicable Content Deliverable or Profile Content and Collabstr.

License Grant to Collabstr for Marketing

By purchasing Content Deliverables or posting Brand Content or Profile Content on the Platform, as the case may be, you hereby grant Collabstr a non-exclusive, perpetual, worldwide, royalty-free license to use, display, and distribute the applicable Content Deliverable, Brand Content, and Profile Content for the sole purpose of marketing and promoting the Collabstr Platform and Services. This may include use on our website and social media channels.

Brand's Responsibility for Use of Content

You are solely responsible for use of any Content Deliverables. This responsibility includes authorizing and monitoring any social media posts made by a Creator as part of an Order. You agree that any use of the Content Deliverables will comply with all applicable laws, rules, and regulations, including but not limited to the U.S. Federal Trade Commission's Endorsement Guides regarding disclosures for sponsored endorsements.

Part III: Creator Terms & Conditions

12. Creator Representations and Obligations

Creator Representations and Warranties

By using the Platform as a Creator, you represent, warrant, and agree that:

• you have the full right, power, and authority to enter into this Agreement and to bind the entity you represent to its terms;
• you have the necessary skills and knowledge to create the Content Deliverables required by any Order you accept;
• accepting any Order will not put you in breach of any other obligation or agreement with a third party;
• all information provided in your Account and Profile Content is and will remain accurate, complete, and not misleading;
• all Content Deliverables you submit are your own original work and does not infringe, misappropriate, or violate the Intellectual Property Rights or any other rights (such as rights of publicity or privacy) of any third party;
• if any Content Deliverable contains third-party material (such as music, stock photos, or other licensed assets), you have obtained all necessary licenses and permissions for the use of such material and that such licenses are sufficient to be assigned to the Brand in accordance with the Content Requirements; and
• you will comply with all applicable laws and regulations, including the U.S. Federal Trade Commission's Endorsement Guides, and make all necessary disclosures (such as using #ad or #sponsored) in social media posts.

Orders and Fulfillment

Upon receiving a Custom Offer or notification of a Campaign, you may have up to seventy-two (72) hours to accept or decline the associated Order before expiration. By accepting an Order, you agree that you are solely responsible for creating and delivering the Content Deliverables by the delivery date and complying with Content Requirements and other provisions of the Order. After you submit the Content Deliverables for approval, the Brand shall within the Brand Review Period review the Content Deliverables, approve them, or request revisions. You agree to make any reasonable revisions requested by the Brand during this period, provided such requests are within the scope of the original Content Requirements. You acknowledge that any submitted Content Deliverable that does not comply with the Content Requirements or this Agreement may be rejected, in which case you will not be entitled to payment.

Interacting with Brands

You agree to interact with all Brands in a professional and respectful manner. If a Brand sends you a product for an Order, you are responsible for it and its return, if and as instructed by the Brand in the Order. If you fail to return the product as instructed, you agree to pay Collabstr the retail value of the product upon its request. You further agree to abide by the Anti-Circumvention provision set forth herein and conduct all communications and transactions with Brands on the Platform.

13. Creator Financial Terms

Receiving Payouts

Creator will be eligible to receive a Payout for each applicable Accepted Order only after the Content Deliverables for the Accepted Order has been deemed "Approved" in accordance with Section 4 of this Agreement. You acknowledge that all funds for an Order are paid by the Brand and collected by Collabstr in its capacity as your limited payment collection agent. Upon Approval, Collabstr will remit the corresponding Payout to the Creator's designated Payout Method, subject to any deductions, refunds, or adjustments provided in this Agreement. Creator's entitlement to any Payout is conditional upon their compliance with this Agreement, and Collabstr is not responsible for failed or delayed Payouts caused by inaccurate information provided by the Creator or by processing errors or failures of a Payment Processor. Collabstr reserves the right, in its reasonable discretion, to withhold, deduct from, or cancel any Payout related to a specific Order in the event Collabstr determines you have materially breached any term of this Agreement in the performance of such Order.

Payout Methods and Delivery

Payouts will be made through our Payment Processor to your designated Payout Method. You are responsible for providing and maintaining accurate Payout Method information. You agree that Collabstr is not responsible for failed or delayed Payout caused by inaccurate information provided by you or by processing errors, failures, or fees imposed by your Payout Method provider (e.g., PayPal, Venmo, or your bank). All amounts on the Platform are listed in U.S. Dollars. Collabstr is not responsible for any currency exchange rate fluctuations or for any transaction or processing fees charged by your Payout Method provider. Any such fees will be deducted from your Payout.

Refunds and Disputes

You acknowledge that Brands have a seventy-two (72) hour review period after you submit Content Deliverables to request revisions or initiate a User Dispute. If a Brand initiates a User Dispute, you agree that Collabstr will resolve the User Dispute in its reasonable discretion and that its decision is final. If Collabstr determines that a full or partial refund to the Brand is warranted, your Payout for that Order will be reduced or cancelled accordingly.

Payment Authorization

You, as a Creator, agree to provide and maintain a valid Payment Method on file with us. You authorize Collabstr to charge this Payment Method to cover any costs for which you are liable under this Agreement, including but not limited to the retail value of a Brand's product that you fail to return within seven (7) days upon request.

Independent Contractor Status

You acknowledge and agree that your relationship with Collabstr and with any Brand is that of an independent contractor. Nothing in this Agreement creates any agency, except as expressly required in our limited role as payment collection agent, partnership, joint venture, or employee-employer relationship.

14. Rights to Content

Scope and Grant of Rights

The scope of the Intellectual Property Rights that you grant in any Content Deliverables is determined by the Content Requirements agreed upon in the final Accepted Order. If the Accepted Order provides for the transfer of Content Rights, then upon the completion of the Accepted Order, you automatically transfer to Brand such Content Rights. If the Accepted Order does not provide for the transfer of Content Rights with respect to Content Deliverables, then you grant to Brand a limited, non-exclusive license to use the Content Deliverables solely for the purpose of approving the Content Deliverables in the Order.

Further Assurances

You agree to execute and deliver any documents and take any other actions reasonably requested by the Brand or Collabstr to perfect, register, or enforce Content Rights to Content Deliverables purchased pursuant to an Accepted Order.

Part IV: Additional Terms

15. Term and Termination

Term

This Agreement will commence on the date you create your Account or otherwise first access the Platform and will remain in full force and effect until terminated by you or Collabstr as set forth in this Section.

Termination by You

You may terminate this Agreement at any time by deleting your Account and ceasing all use of the Platform. Please note that you may not delete your Account if you have any active or outstanding Orders.

Termination by Collabstr

Collabstr may, in its sole discretion, suspend your access to the Platform or terminate this Agreement at any time and for any reason, with or without prior notice. Reasons for termination may include, but are not limited to, a breach of this Agreement, prolonged inactivity on your Account, or conduct that we determine to be harmful to the Platform or other Users.

Effect of Termination; Survival

Upon termination of this Agreement, your right to access and use the Platform will immediately cease. You will remain liable for all obligations and fees incurred prior to termination, including the completion of any Accepted Orders. No refunds will be provided for any Subscription Fees paid, and you will not be entitled to a prorated refund of any portion of the Subscription Fee for the remainder of the then-current subscription term. All provisions of this Agreement which by their nature should survive termination shall so survive, including without limitation provisions relating to payment obligations, anti-circumvention, intellectual property and content rights (including licenses, assignments, and restrictions), confidentiality, disclaimers of warranty, limitation of liability, indemnification, dispute resolution, governing law.

16. DISCLAIMER OF WARRANTIES

Jurisdictional Notice

The laws of certain jurisdictions may not allow the exclusion or limitation of legal warranties. If these laws apply to you, some or all of the disclaimers, exclusions, or limitations in this agreement may not apply to you, and you may have additional rights.

General Disclaimer

Your use of the Platform and Services is entirely at your own risk. The platform and services are provided by Collabstr on an "as is" and "as available" basis. To the fullest extent permissible by applicable law, Collabstr disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Platform Operation

Collabstr makes no representations or warranties of any kind, express or implied, as to the operation of the platform or that your access to the Services will be uninterrupted or error-free. We do not warrant against human or machine errors, omissions, delays, interruptions, or losses, including loss of data. We do not guarantee that the Platform will be free of infection by viruses, worms, or other code that may manifest contaminating or destructive properties.

Disclaimer of User Content and Interactions

Collabstr does not control the content of postings by its Users. We have no control over and do not guarantee the truth or accuracy of any Order, Campaign, Content Requirements or related information, or the ability of a Creator to complete an Order to the satisfaction of a Brand. You understand that when using the Platform, you will be exposed to content and communications from other Users, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Collabstr with respect thereto.

No Legal Advice

You acknowledge and agree that Collabstr is not a law firm and does not provide legal advice. The Platform, Services, and any templates or information we may provide (such as a contract template or information about FTC guidelines) are for informational purposes only and are not a substitute for advice from a qualified attorney. You are solely responsible for ensuring your compliance with all applicable laws, and you should consult with your own legal counsel for any legal questions or concerns.

Third-Party Content Platforms

You acknowledge that Collabstr is an independent platform and is not affiliated with, sponsored by, or endorsed by any third-party Content Platforms. We make no representations or guarantees regarding the performance (including reach, engagement, or views) of any Content Deliverables posted on a Content Platform, as such performance is dependent on third-party algorithms and policies beyond our control. You are solely responsible for ensuring that all Content Deliverables comply with the terms of service and all other policies of the Content Platform on which they are posted. Collabstr is not liable or responsible if a Content Platform removes, demotes, or otherwise penalizes any Content Deliverables for any reason.

Links to Third-Party Sites

The Platform may contain links to third-party websites. You agree that access to any third-party website linked from the Platform is at your own risk and that Collabstr is not responsible for the accuracy, availability, or reliability of any information, goods, data, or statements made available on these other websites.

17. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COLLABSTR OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, OR LOSS OF DATA, ARISING FROM YOUR USE OF THE PLATFORM OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) THE TOTAL AMOUNT IN FEES PAID BY YOU TO COLLABSTR DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING, OR (B) FIVE HUNDRED U.S. DOLLARS ($500).

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

18. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees (the "Indemnified Parties"), from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (a) your use of the Platform and Services; (b) any Content Deliverables, Brand Content, or Profile Content you post or create; (c) any misrepresentation you make in your Account or in connection with an Order; (d) your breach of this Agreement or your representations and warranties set forth in this Agreement; (e) your violation of the rights of a third party, including but not limited to Intellectual Property Rights; (f) any liability arising from your tax obligations or the tax treatment of any payments; or (g) your negligence or willful misconduct.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us. You agree to cooperate, at your expense, with our defense of such claims. We may, at our option, require you to conduct the defense of any such claim; provided that you will not enter into any settlement without our prior written approval (which will not be unreasonably withheld). We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

19. Collabstr Contracting Party

• If you are using the Platform as a Brand and are located in Canada, "Collabstr Contracting Party" means Collabstr Ventures, Inc., a British Columbia corporation.
• If you are not using the Platform as a Brand or are not located in Canada, "Collabstr Contracting Party" means Collabstr Ventures, Inc., a Delaware corporation.

20. Dispute Resolution

Disputes with Collabstr

If a dispute arises between you and Collabstr, our goal is to resolve it quickly and cost-effectively. Accordingly, you and Collabstr agree to resolve any and all claims, disputes, or controversies that arise out of or relate to this Agreement, the Platform, the Services, or your relationship with Collabstr (each a "Claim" and collectively, "Claims") through binding individual arbitration, unless otherwise prohibited by applicable consumer protection law. If you are contracting with Collabstr Ventures, Inc., a Delaware corporation, you agree that any disputes not resolved informally will be settled by final and binding individual arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration will be governed by the Federal Arbitration Act and the laws of the State of Delaware. The seat of the arbitration will be New York, NY. If you are contracting with Collabstr Ventures, Inc., a British Columbia corporation, you agree that any disputes not resolved informally will be settled by final and binding individual arbitration administered by the International Centre for Dispute Resolution (ICDR) in Canada in accordance with its Canadian Dispute Resolution Procedures. The arbitration will be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The seat of the arbitration will be Vancouver, British Columbia.

Informal Dispute Resolution

Before serving a demand for arbitration for a Claim, you and Collabstr agree to first notify each other of the Claim. You agree to notify Collabstr of the Claim by email to hello@collabstr.com, and Collabstr agrees to provide you a notice at your email address on file (in each case, a "Notice"). A Notice must include pertinent account information, a brief description of the Claim, and contact information. Both you and Collabstr will have thirty (30) days from the date of receipt of the Notice to informally resolve the other party's Claim.

Class Action and Jury Trial Waiver

BY AGREEING TO ARBITRATE DISPUTES, THE PARTIES ARE EXPRESSLY GIVING UP ANY AND ALL RIGHTS TO A JURY TRIAL OR COURT TRIAL BEFORE A JUDGE. You and Collabstr agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard, or arbitrated as a class or collective action.

Exceptions to Arbitration

Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction. This arbitration provision does not prevent you from making a report to or filing a claim with a government agency. Nothing in this Agreement prevents the investigation by a government agency of any report or claim.

21. Miscellaneous

Governing Law and Venue

This Agreement and any dispute arising out of or in connection with it shall be governed by and construed in accordance with the following laws, without regard to conflict of law provisions:

• if you are contracting with Collabstr Ventures, Inc., a British Columbia corporation, the laws of the Province of British Columbia and the federal laws of Canada applicable therein will govern. All disputes will be resolved exclusively in the forum specified in Section 20 (Dispute Resolution), and for any dispute permitted to be brought in a court of law, the parties irrevocably agree to the exclusive personal jurisdiction and venue of the provincial courts located in Vancouver, British Columbia.
• if you are contracting with Collabstr Ventures, Inc., a Delaware corporation, the laws of the State of Delaware and the Federal Arbitration Act will govern. All disputes will be resolved exclusively in the forum specified in Section 20 (Dispute Resolution), and for any dispute permitted to be brought in a court of law, the parties irrevocably agree to the exclusive personal jurisdiction and venue of the state and federal courts located in New York, NY.

Modification of Terms and Services

Collabstr reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Platform and Services (or any part thereof) with or without notice. Collabstr reserves the right to change this Agreement at any time and from time to time. Any new features that may be added to the Platform or Services will be subject to this Agreement, unless stated otherwise. You are responsible for regularly reviewing this Agreement, including by checking the "Last Updated" date at the top of this document. We may also, at our option, choose to notify you of such changes by e-mail or other means. If the modified Agreement is not acceptable to you, your only recourse is to stop using the Platform and Services. Your continued access to and use of the Platform or Services will constitute your acceptance of the updated Agreement.

Entire Agreement

This Agreement and all documents incorporated by reference, constitutes the entire agreement between you and Collabstr and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Platform and Services.

Severability

If any provision of this Agreement is determined to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect.

Assignment

You may not assign or transfer this Agreement, by operation of law or otherwise, without Collabstr's prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and of no effect. Collabstr may assign or transfer this Agreement, at its sole discretion, without restriction.

Notices

Collabstr may provide you with notices, including those regarding changes to this Agreement, by email to the email address associated with your Account or by posting notices on the Platform. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Contact Us

In order to resolve a complaint regarding the Site or the Marketplace Offerings or to receive further information regarding use of the Site or the Marketplace Offerings, please contact us at:
Collabstr Ventures Inc.
925 W Georgia St
Suite 1200
Vancouver, British Columbia V6C 3L2
Canada
Contact Us