Terms of Service

These Terms of Service ("Terms") constitute a binding agreement between you ("you," "user," "Brand," or "Creator," as applicable) and Klayta Group, LLC ("Klayta," "we," "us," or "our"), governing your access to and use of the website located at klayta.com, together with all related applications, features, and services (collectively, the "Platform").

By creating an account, accessing, or using the Platform, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated herein by reference. If you do not agree, you must not access or use the Platform.

The Platform connects brands seeking sponsorship, collaboration, and influencer-marketing services ("Brands") with content creators and influencers ("Creators"), and provides tools for proposing, negotiating, executing, verifying, and paying for such collaborations ("Deals").

You must be at least 18 years old, or the age of majority in your jurisdiction, to create an account. By using the Platform, you represent that you have the legal capacity to enter into a binding contract.

Brands represent that the individual creating the account has authority to bind the company or entity on whose behalf the account is created.

Creators represent that all information provided regarding identity, social media ownership, follower counts, and engagement metrics is accurate and not materially misleading.

Follower counts, average views, and similar engagement metrics displayed on a Creator's profile are self-reported and are not independently verified by Klayta. If Klayta determines that a user has misrepresented their age, identity, follower counts, engagement metrics, or any other material information on the Platform, Klayta may, in its discretion, suspend or terminate the user's account in accordance with Section 12 (Suspension and Termination), without liability to Klayta.

2.1 Geographic Restriction

The Platform is currently available only to users located in the United States. By creating an account, you represent and warrant that you are located in the United States and that your use of the Platform complies with all applicable US federal, state, and local laws. Klayta reserves the right to terminate accounts of users found to be located outside the United States. Klayta intends to expand availability to additional countries in the future and will update these Terms accordingly.

To use the Platform you must register for an account and select a role: Brand or Creator. Account registration requires an email address and password, and may include profile information such as full name, avatar/profile photo, and role-specific details described below.

3.1 Brand Accounts

Brand accounts may include company name, industry, website URL, budget range, campaign preferences, target audience description, and social media links.

3.2 Creator Accounts

Creator accounts may include display name, bio, content niches/categories, social platform handles and links, creator type (UGC, Influencer, Both, or Brand Ambassador), self-reported follower counts and average views, rate/pricing information, portfolio links, and verification status.

3.3 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Notify us immediately of any unauthorized use.

Brands may submit sponsorship and collaboration proposals ("Proposal" or "Proposals") to Creators through the Platform's messaging function. A Proposal becomes a binding "Deal" between the Brand and Creator only upon acceptance by the Creator and confirmation through the Platform's deal workflow, including agreement on title, description, deliverables, and dollar amount.

Each Deal proceeds through defined statuses (e.g., proposed, accepted, in progress, completed) and is subject to one of three verification modes selected by the Brand at Proposal creation:

• Footage Only - the Creator submits content directly through the Platform; upon Brand approval, payment releases.
• Post Only - the Creator submits a link to a live public post; upon Brand approval, payment releases.
• Two-Step - the Brand first approves submitted footage (an intermediate approval, with funds still held in escrow); the Creator then publishes the content publicly and submits the live link; payment releases only upon the Brand's final approval.

Klayta is not a party to any Deal. Klayta provides the Platform, the escrow/payment infrastructure, and the verification workflow, but the Brand and Creator are solely responsible for the terms, performance, and legality of the underlying collaboration. KLAYTA DOES NOT REVIEW, ENDORSE, OR GUARANTEE THE LEGALITY, ACCURACY, QUALITY, OR SUITABILITY OF ANY PROPOSAL, DELIVERABLE, OR PUBLIC POST EXCHANGED OR PRODUCED BETWEEN A BRAND AND CREATOR, AND KLAYTA DISCLAIMS ALL LIABILITY ARISING FROM THE CONTENT OR PERFORMANCE OF ANY DEAL.

If a Brand and Creator are unable to resolve a disagreement regarding a Deal, either party may request review through Klayta's internal dispute resolution process described in Section 9.

4.1 Governing Agreement

The terms of any Deal on the Platform - including payment, delivery, verification, payout, and dispute resolution - are governed exclusively by these Terms of Service and the structured brief agreed between the parties through the Platform's Proposal workflow. No external contract, agreement, or document provided by either party shall supersede or modify Klayta's platform terms.

The Platform provides an in-app messaging function to facilitate communication between Brands and Creators regarding Proposals and Deals. You agree to use messaging only for legitimate business communication related to the Platform's purpose, and not to send unsolicited commercial messages, harassing content, or content that violates Section 12 (Prohibited Conduct).

Klayta reserves the right, in its sole discretion, to access, monitor, review, and retain message content sent through the Platform, including on a proactive and ongoing basis and without prior notice to you, for purposes including but not limited to: (a) investigating suspected violations of these Terms; (b) administering the dispute resolution process described in Section 9; (c) detecting fraud, abuse, or attempts to circumvent the Platform's payment or escrow system; (d) complying with legal process or regulatory obligations; (e) protecting the rights, property, or safety of Klayta, its users, or the public; and (f) improving the Platform and its safety systems. By using the messaging function, you consent to such monitoring and review.

All payments on the Platform are processed through Stripe, Inc. and Stripe Connect ("Stripe"). By using payment features, you agree to Stripe's terms of service and authorize Klayta to share necessary transaction information with Stripe.

The Platform may integrate with or rely upon third-party services, including payment processors, social media platforms, cloud providers, and analytics providers. Klayta is not responsible for the availability, performance, security, or policies of any third-party service.

6.1 Escrow Structure

When a Brand accepts a Deal, the Brand pays the full agreed Deal amount, plus Klayta's service fee, if applicable, into Klayta's Stripe balance at checkout. These funds are held in escrow and are not released to the Creator until the Brand approves the Creator's delivered work in accordance with the verification mode selected for that Deal.

Upon final Brand approval, the Creator's portion (the full agreed rate) is transferred to the Creator's connected Stripe account. Klayta retains its service fee.

6.2 Fees

Brands on the standard self-serve plan pay a service fee of ten percent (10%) of the Deal amount. Brands on negotiated Pro/enterprise accounts (see Section 7.2) may pay a reduced fee of eight percent (8%), as set forth in their individual negotiated agreement.

6.3 Creator Payout Onboarding

Creators must complete identity verification and connect a bank account through Stripe Connect Express before accepting Deals. Stripe collects and holds tax identification, bank account, and identity-verification information directly; this information is not transmitted to or stored in Klayta's own systems. Klayta stores only the resulting account identifier and onboarding/payout status flags.

Klayta may restrict a Creator's ability to accept new Deals until Stripe onboarding is complete.

Creators are solely responsible for determining, reporting, and paying all taxes arising from payments received through the Platform. Klayta does not provide tax advice and makes no representations regarding any user's tax obligations.

6.4 Escrow Auto-Release for Brand Non-Response

If a Creator submits deliverables or a live post for Brand approval in accordance with the verification mode applicable to a Deal, and the Brand does not approve or reject the submission, Klayta may, in its sole discretion, intervene and provide the Brand with a 3-day notice period to respond. If the Brand does not respond within that notice period, Klayta may release the escrowed funds to the Creator notwithstanding the absence of Brand approval. By accepting a Deal and submitting funds to escrow, the Brand expressly consents to this auto-release mechanism.

6.5 Deal Revocation by Brand

A Brand may cancel or revoke a Proposal or Deal at any time, whether before or after the Creator accepts it. In the event of any cancellation initiated by the Brand, the Brand shall remain responsible for payment of Klayta's applicable service fee. Klayta's service fee is fully earned upon the Brand's submission of the Proposal or Deal and is non-refundable regardless of when the cancellation occurs. Any remaining escrowed funds, if applicable, will be handled in accordance with Klayta's then-current refund and dispute resolution procedures. By accepting these Terms, the Brand acknowledges and agrees to this service fee and fee-retention policy.

6.6 Escrow Duration; No Guaranteed Release Timeline

Because release of escrowed funds is contingent on Brand approval (subject to the auto-release mechanism in Section 6.4), the duration of an escrow hold is, in part, Brand-driven and Klayta does not guarantee a specific release timeframe absent application of Section 6.4.

7.1 Creator Pro Subscription

Creators may optionally subscribe to "Klayta Pro" for $12.99 per month or $129.99 per year. Pro benefits may include priority discovery placement, a Pro badge, and profile analytics, as further described on the Platform.

Pro subscriptions automatically renew at the end of each billing period unless cancelled prior to the renewal date. You may cancel at any time through your account settings; cancellation takes effect at the end of the then-current billing period.

7.2 Brand Plans

Brands do not currently have a self-serve subscription tier. Brands seeking expanded features, including a reduced service fee, dedicated support, bulk campaign tools, hands-on creator matching, and custom reporting, may submit contact information through the Platform's "Contact Sales" form for an individually negotiated Master Services Agreement ("MSA").

A negotiated Brand account is governed by its individual MSA with Klayta. These Terms continue to apply to such Brand's general use of the Platform except to the extent expressly modified by the MSA, which shall control in the event of a direct conflict between the MSA and these Terms with respect to that Brand's account.

Following completion of a Deal, Brands may rate Creators on Communication, Content Quality, Delivery Speed, Professionalism, and Accuracy, and Creators may rate Brands on Communication, Payment Speed, and Brief Quality. Written reviews must be at least 20 characters and are displayed publicly on the relevant user's profile.

Reviews must reflect the reviewer's genuine experience with the counterparty on a completed Deal. You may not post reviews that are false, defamatory, harassing, or unrelated to an actual Deal.

Klayta does not pre-screen user-submitted reviews and is not responsible for their content. Klayta reserves the right, but assumes no obligation, to remove reviews that violate these Terms.

Klayta hosts an internal dispute resolution process to address disagreements between Brands and Creators arising out of a Deal, including disagreements over delivery, quality, payment release, and Two-Step verification submissions affected by post removal or suppression after submission.

Either party to a Deal may submit a dispute to Klayta for review. Klayta will review the Deal record, including messaging, submitted deliverables, and verification history, and may request additional information from either party. Klayta's determination under this process may include releasing escrowed funds to the Creator, refunding escrowed funds to the Brand, or another resolution Klayta deems appropriate in its discretion.

If a Brand does not respond to a Creator's submission within the applicable review period, the auto-release mechanism described in Section 6.4 applies.

For Two-Step verification Deals, if a Creator's published post is removed, suspended, or suppressed by a third-party platform after submission but before the Brand's final approval, and through no fault of the Creator, either party may submit the matter to Klayta's dispute resolution process for review and determination under this Section 9.

KLAYTA'S ROLE IN THE DISPUTE RESOLUTION PROCESS IS LIMITED TO ADMINISTERING RELEASE OR REFUND OF ESCROWED FUNDS BASED ON THE INFORMATION AVAILABLE TO IT. KLAYTA DOES NOT GUARANTEE ANY PARTICULAR OUTCOME, IS NOT ACTING AS A MEDIATOR, ARBITRATOR, OR LEGAL ADVISOR TO EITHER PARTY, AND DISCLAIMS ALL LIABILITY FOR ITS DETERMINATIONS MADE IN GOOD FAITH UNDER THIS PROCESS. KLAYTA'S DISPUTE DETERMINATIONS RELATE SOLELY TO RELEASE OF ESCROWED FUNDS AND DO NOT CONSTITUTE A WAIVER OF, OR LIMITATION ON, EITHER PARTY'S OTHER LEGAL RIGHTS OR REMEDIES.

As between you and Klayta, you retain ownership of content you submit to the Platform, including profile information, Proposals, deliverables, and reviews ("User Content"). You grant Klayta a non-exclusive, worldwide, royalty-free license to host, store, display, and transmit your User Content solely as necessary to operate and provide the Platform.

As between a Brand and Creator, ownership and usage rights to deliverables produced under a Deal (e.g., content, footage, posts) are governed by the terms agreed between the Brand and Creator within that Deal, and Klayta is not a party to and assumes no responsibility for such arrangements.

The Klayta name, logo, and Platform design are the property of Klayta Group, LLC and may not be used without prior written consent.

Unless otherwise agreed in writing within the Deal, the Creator retains ownership of all intellectual property embodied in the deliverables and grants only those licenses expressly agreed between the parties.

Klayta is not responsible for drafting, interpreting, enforcing, or modifying Deal-specific terms agreed between Brands and Creators, and assumes no responsibility for disputes arising from such terms.

You represent and warrant that you own or possess all rights necessary to submit User Content through the Platform and that such content does not infringe the intellectual property, privacy, publicity, or other rights of any third party.

Klayta respects the intellectual property rights of others and expects users to do the same. If you believe that material available through the Platform infringes your copyright, you may submit a written notice identifying the allegedly infringing material and your ownership rights. Klayta may remove or disable access to allegedly infringing content while the claim is reviewed.

Klayta reserves the right to suspend or terminate the accounts of repeat copyright infringers.

Users who repeatedly submit infringing content or repeatedly violate the intellectual property rights of others may have their accounts suspended or permanently terminated at Klayta's discretion.

You agree not to:

• Provide false or misleading information, including inflated follower counts, engagement metrics, or fabricated identity information;
• Circumvent the Platform's payment or escrow system, including by arranging payment for a Deal outside the Platform to avoid fees;
• Use the Platform for any unlawful purpose or to facilitate deceptive advertising, undisclosed paid endorsements, or other violations of applicable advertising-disclosure law (e.g., FTC endorsement guidance);
• Harass, threaten, or abuse other users through the messaging function or elsewhere on the Platform;
• Submit fraudulent, manipulated, or incentivized reviews;
• Interfere with or disrupt the integrity or performance of the Platform, including through unauthorized access, scraping, or reverse engineering;
• Use another person's account or impersonate any person or entity;
• Use the Platform in violation of applicable export control laws, economic sanctions, or trade restrictions.

Klayta may suspend or terminate your account, with or without notice, if we reasonably believe you have violated these Terms, engaged in fraudulent or abusive conduct, presented a risk to other users or the Platform, or where reasonably necessary to protect Klayta, its users, or the integrity of the Platform, subject to applicable law.

You may close your account at any time through account settings or by contacting us.

Upon account deletion, Klayta will delete your personal information in accordance with our Privacy Policy, except that records of completed Deals and associated ratings/reviews visible to a counterparty may be retained in connection with a "Deleted User" placeholder profile, with personally identifying information removed, in order to preserve the accuracy and integrity of the other party's transaction history.

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Klayta does not guarantee the accuracy of any Creator's self-reported metrics, the outcome or success of any Deal, or the conduct of any Brand or Creator. Klayta is a facilitator of connections, messaging, and escrow/payment infrastructure between independent Brands and Creators, and is not a party to, guarantor of, or insurer for any Deal.

Klayta does not guarantee uninterrupted or error-free operation of the Platform and may suspend access for maintenance, updates, security, or operational reasons.

Klayta does not guarantee that any Brand will receive Proposals, that any Creator will obtain sponsorship opportunities, or that any user will successfully enter into a Deal.

Klayta may add, remove, suspend, or modify any feature or functionality of the Platform at any time, with or without notice, subject to applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KLAYTA'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO KLAYTA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100). IN NO EVENT SHALL KLAYTA BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

Klayta's escrow, verification, and dispute resolution apply solely to the deliverables and terms specified within the Klayta Proposal. Any additional agreements users make with each other outside of Klayta are solely between those users; Klayta is not a party to, has no visibility into, and bears no liability or enforcement obligation for such arrangements.

You agree to indemnify and hold harmless Klayta, its officers, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of your use of the Platform, your User Content, your violation of these Terms, or your violation of any rights of a third party, including any other user.

These Terms are governed by the laws of the State of Montana, without regard to conflict-of-laws principles.

Except for claims that may be brought in small claims court or claims seeking injunctive relief relating to intellectual property or misuse of the Platform, any dispute, claim, or controversy arising out of or relating to these Terms or the Platform shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules or Commercial Arbitration Rules, as applicable.

The arbitration shall take place in Montana, unless the parties agree otherwise or applicable law requires a different location.

To the extent any dispute is permitted to proceed in court, the parties agree that the state and federal courts located in the State of Montana shall have exclusive jurisdiction and venue, and each party irrevocably submits to the personal jurisdiction of such courts.

EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

EACH PARTY AGREES THAT ANY CLAIM SHALL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION.

Entire Agreement. These Terms, together with our Privacy Policy and any Deal-specific terms, constitute the entire agreement between you and Klayta regarding the Platform.

Force Majeure. Klayta shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, internet or telecommunications failures, labor disputes, governmental actions, cyberattacks, third-party service outages (including payment processors), or other events beyond Klayta's reasonable control.

No Employment. Nothing in these Terms creates any employment, agency, partnership, joint venture, franchise, or fiduciary relationship between Klayta and any user, or between Brands and Creators.

Modifications. We may update these Terms from time to time. Material changes will be communicated through the Platform or by email prior to taking effect. Continued use of the Platform after changes take effect constitutes acceptance.

Severability. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.

No Waiver. Klayta's failure to enforce any provision of these Terms shall not constitute a waiver of that provision.

Survival. The provisions relating to payments, intellectual property, indemnification, disclaimers, limitation of liability, dispute resolution, and any other provisions that by their nature should survive shall survive termination of these Terms.

Electronic Signatures. By creating an account, accepting a Deal, or otherwise using the Platform, you consent to transact electronically and agree that electronic signatures, electronic records, and electronic communications satisfy any legal requirement that such communications be in writing.

Assignment. You may not assign these Terms without Klayta's prior written consent. Klayta may assign these Terms in connection with a merger, acquisition, or sale of assets.

Contact. Questions about these Terms may be directed to legal@klayta.com.