Terms of Service

Last Updated: February 2025

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and 8x Social, Inc., a Delaware C Corporation with its principal place of business at 1111B S Governors Ave STE 47647, Dover, DE 19904, United States.

By accessing or using the 8x platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must immediately discontinue use of the platform.

Contact: partners@8x.social

2. Platform Services

8x operates a two-sided marketplace connecting brands with content creators for the production of user-generated content (UGC) on TikTok, Instagram, and other social media platforms. Our services include:

• Creator sourcing, contracting, and onboarding
• Campaign management and coordination
• Payment processing and facilitation
• Performance analytics and reporting

8x acts solely as a facilitator and intermediary. 8x does not create content, does not guarantee specific performance outcomes, and is not a party to the contractual relationship between brands and creators regarding content creation, except as explicitly provided in these Terms.

3. User Accounts and Registration

3.1 Account Creation

To access the platform, you must register an account and:

• Be at least 18 years of age
• Provide accurate, current, and complete information
• Maintain the security of your login credentials
• Self-certify as either a Business User or Consumer (this classification determines applicable legal protections under EU law)

3.2 Identity Verification

In compliance with the EU Digital Services Act, 8x may require identity verification including government-issued identification, business registration documents, or tax information before enabling full platform access.

3.3 Account Suspension and Termination

8x reserves the right to suspend or terminate accounts for violations of these Terms, fraudulent activity, or illegal conduct. Users will receive 30 days written notice with a statement of reasons, except in cases of legal requirements or demonstrable illegal activity warranting immediate action.

4. Creator Terms

4.1 Independent Contractor Status

Creators are independent contractors, not employees of 8x or any brand client. This relationship is characterized by:

• Creators set their own rates (8x may provide market rate benchmarks)
• Creators freely accept or reject campaign offers without penalty
• Creators control their work schedule, location, and creative methods
• Creators may work for competing platforms and direct clients
• Creators are responsible for all applicable taxes and regulatory compliance

4.2 Content Deliverables and Obligations

Upon accepting a campaign, creators shall:

• Produce the specified quantity and type of content as outlined in the campaign brief
• Meet technical specifications and quality standards
• Deliver content within agreed timelines
• Include proper commercial disclosures (#ad, #sponsored) at the beginning of all sponsored content
• Post content within the campaign window and maintain posts for the contracted duration
• Grant 8x administrative access to relevant social media accounts for verification and analytics purposes

Creator Acknowledgment: By accepting a campaign, creator explicitly acknowledges and agrees that the campaign compensation includes full transfer of all usage rights (organic, paid advertising, and all other commercial uses) with no additional payment required for any usage type.

4.3 Payment Terms

Creator compensation is determined by the brand client and varies by campaign. Payment structure may include:

• Flat fee per content piece
• Monthly retainer for ongoing content
• Performance-based bonuses tied to engagement metrics
• Hybrid arrangements combining fixed and variable compensation

Payment timing and processing:

• Payment terms are specified in each campaign agreement
• Payments processed through Stripe Connect or other designated payment processors
• Payment requires completion of identity verification and tax documentation
• Typical payment processing: within 14 business days of brand approval and payment to 8x

4.4 Intellectual Property Licensing

Upon creating deliverables for a campaign, creator grants 8x an exclusive, worldwide license to facilitate the campaign and sublicense to the brand client.

Upon brand's full payment and creator's receipt of compensation, creator grants the brand an exclusive, worldwide, royalty-free license to use the content for a period of twelve (12) months from the date of initial posting, including without limitation:

• Organic social media posting on all platforms
• Paid advertising, sponsored content, and whitelisting on all platforms
• Website, landing pages, and email marketing
• Digital and print advertising
• Any other commercial use across all media formats

Scope of License:

• Duration: 12 months from initial posting date
• Territory: Worldwide
• Media: All current and future media formats
• Usage: Unlimited commercial use during license period
• Exclusivity: Brand has exclusive commercial rights during the 12-month period

After License Period: Upon expiration of the 12-month period, the license automatically converts to a non-exclusive, perpetual license allowing brand to continue using the content, but creator may also license or use the content for other purposes.

No Additional Fees: The campaign compensation paid to creator represents full consideration for the 12-month exclusive license and subsequent non-exclusive rights. No additional payments are required for any usage type or media format during the license period.

Moral Rights: Creator waives moral rights (including attribution and objection to reasonable modification for advertising purposes) to the maximum extent permitted by law. Where waiver is not legally permissible, creator agrees not to enforce such rights against brand's lawful use of deliverables during the license period.

4.5 Content Removal and Replacement

If a brand identifies deliverables requiring removal due to brand-fit concerns, inaccuracies, legal compliance issues, or platform policy violations, creator shall:

• Remove content within 24 hours of notification
• Provide replacement deliverables within 72 hours (for reasonable requests related to brand-fit or accuracy, not subjective creative preferences)

4.6 Creator Prohibitions

Creators shall not:

• Engage in fraudulent view generation, artificial engagement inflation, or use of bots
• Plagiarize content or infringe third-party intellectual property rights
• Make false or misleading claims about brand products or services
• Disclose brand confidential information to unauthorized third parties
• Solicit or accept direct engagement from brands outside the platform (see Section 6)

5. Brand Terms

5.1 Campaign Creation

Brands utilizing the platform to create campaigns shall provide:

• Clear campaign objectives and target audience parameters
• Detailed content briefs including messaging, calls-to-action, and creative guidelines
• Brand assets, product access, and relevant brand guidelines
• Budget allocation, timeline, and usage rights requirements

5.2 Subscription and Payment Terms

Brands subscribe to monthly service plans based on:

• Number of creators engaged
• Content volume requirements
• Additional service features

Standard pricing: per creator per month (subject to variation based on creator tier, geography, and negotiated arrangements).

Payment terms:

• Billed monthly in advance
• Due within 30 days of invoice date
• Accepted payment methods: bank transfer (SEPA/SWIFT), credit card, Stripe
• Late payments incur 1.5% monthly interest or the maximum rate permitted by law
• Subscriptions automatically renew unless canceled with 30 days written notice

5.3 Payment Authorization

By subscribing, brands authorize 8x and its payment processors to:

• Store payment method information
• Initiate recurring charges for subscription fees
• Charge for additional services, overage fees, and amounts due under these Terms including liquidated damages

5.4 Content Rights Acquisition

Upon brand's full payment for a campaign and acceptance (or deemed acceptance after 5 business days) of deliverables:

• Brand receives an exclusive, worldwide, royalty-free license for twelve (12) months from the date of initial content posting
• Brand may use content for organic social posting, paid advertising, whitelisting, website, email marketing, print, digital, and any other commercial purposes
• No usage restrictions on territory or media format during the 12-month period
• After 12 months, license converts to non-exclusive, perpetual rights allowing continued use
• Content may not be resold or sublicensed to third parties outside the brand's organization or affiliated entities

License Duration: The 12-month exclusive license begins when the creator posts the content to their social media channels and brand makes full payment.

5.5 No Performance Guarantees

8x does not guarantee:

• Specific view counts, engagement rates, reach metrics, or viral performance
• Conversion rates, sales, or return on investment
• Creator availability or acceptance of campaign offers
• Social media platform algorithm behavior or content distribution patterns

5.6 Refund Policy

All subscription fees and campaign payments are non-refundable once services commence, except:

• Technical failure preventing service delivery exceeding 72 consecutive hours
• Material breach by 8x not remedied within 30 days of written notice
• EU consumer users within 14-day withdrawal period (if services have not commenced)

6. Platform Fee Protection

6.1 No Platform Circumvention

During Active Campaigns:

During any active campaign, all communications and transactions related to that specific campaign must be conducted through the platform.

Post-Campaign (6 Months):

For six (6) months following campaign completion, if users wish to work together again, they must either:

1. Engage through the platform and pay applicable fees, OR
2. Obtain written consent from 8x and pay a reasonable introduction fee

Prohibited Conduct:

Users shall not:

• Share contact information with the intent to circumvent platform fees
• Directly solicit the other party to bypass the platform for substantially similar services
• Engage in the same or substantially similar work without compensating 8x for the introduction

Permitted Activities:

Users MAY:

• Connect on social media or professional networking sites
• Work together if one party initiates through the platform and pays applicable fees
• Engage in work that is materially different from platform services
• Work with creators/brands not introduced through 8x
• Creators may work for competing platforms and accept other clients
• Brands may work with other creators not introduced through 8x

6.2 Liquidated Damages

The parties acknowledge that off-platform engagement causes 8x measurable harm including lost commissions, diminished platform integrity, increased fraud risk, and administrative enforcement costs. Because actual damages are difficult to calculate precisely, the parties agree to the following liquidated damages as a genuine pre-estimate of harm (not a penalty):

Liquidated Damages Amount: $5,000 per creator engaged off-platform

This amount represents:

• Lost platform fees and commissions
• Costs to acquire and onboard replacement users
• Administrative investigation and enforcement costs
• Harm to platform integrity and network effects

These damages apply regardless of the value of the off-platform engagement and are not dependent on proof of actual damages.

6.3 Enforcement and Payment

Upon determining a violation has occurred:

• 8x will provide written notice with supporting evidence
• User has 10 business days to dispute the determination
• If not successfully disputed, user authorizes 8x to charge any payment method on file
• Unpaid amounts accrue interest at 1.5% monthly and may be subject to collection proceedings

6.4 Additional Remedies

Liquidated damages do not preclude 8x from seeking injunctive relief, pursuing actual damages exceeding liquidated amounts, terminating user accounts, or reporting fraudulent conduct to authorities.

7. Content Guidelines and Compliance

7.1 Commercial Disclosure Requirements

All sponsored content created through the platform must include clear, conspicuous disclosures:

• Platform-specific disclosure tags (#ad, #sponsored, "Paid partnership with [Brand]")
• Disclosures must appear at the beginning of captions and descriptions
• Verbal disclosure in video content within the first 10 seconds
• Compliance with FTC guidelines (US), EU advertising disclosure laws, and applicable local regulations

7.2 Prohibited Content

Deliverables shall not contain:

• Illegal activities, false claims, or fraudulent statements
• Hate speech, discrimination, or incitement to violence
• Misleading or deceptive information
• Tobacco, gambling, or high-risk products without proper licensing
• Copyright or trademark infringement
• Content violating social media platform community guidelines

7.3 Content Removal Obligations

Users shall remove content from public channels within 24 hours if:

• 8x receives legal notice, court order, or regulatory demand
• Content is determined to violate these Terms or applicable law
• Social media platforms flag content for policy violations
• Brand exercises contractual removal rights

8. Intellectual Property Rights

8.1 Platform Ownership

8x retains all rights, title, and interest in the platform software, technology, algorithms, trademarks, and proprietary methodologies. Users receive a limited, non-exclusive, non-transferable, revocable license to access the platform for its intended purpose under these Terms.

8.2 User Content License

By submitting content to the platform (profiles, reviews, feedback, communications), users grant 8x a worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, modify, and distribute such content for platform operation and marketing purposes. This provision does not apply to creator deliverables, which are governed by Section 4.4.

8.3 Copyright Infringement Reporting

To report alleged copyright infringement, submit written notice to legal@8x.social including: identification of the copyrighted work, location of infringing material, contact information, good faith statement, and declaration of accuracy under penalty of perjury.

9. Data Protection and Privacy

8x's data collection, use, and protection practices are governed by our Privacy Policy available at 8x.social, which is incorporated into these Terms by reference.

For users in the European Economic Area, UK, and Switzerland:

• 8x processes personal data in compliance with GDPR
• Users have rights to access, rectification, erasure, portability, restriction, and objection
• Contact partners@8x.social to exercise data subject rights

Brands shall use creator data solely for legitimate campaign purposes and comply with applicable data protection laws.

10. Payment Processing

10.1 Third-Party Payment Processors

8x utilizes Stripe Connect and other payment processors to facilitate transactions. By using the platform, users consent to sharing necessary information with payment processors and agree to comply with processor terms and policies.

10.2 Platform Fees

• Brands: Monthly subscription fees plus payment processing fees
• Creators: Platform service fee deducted before payout; payment processing fees for payout method (if applicable)
• All fees denominated in US Dollars ($); currency conversion fees may apply for international payments

10.3 Payment Holds and Disputes

8x may withhold or delay payments for:

• Suspected fraud, violations, or illegal activity
• Quality disputes regarding deliverables
• Incomplete verification or documentation
• Payment processor review or investigation
• Legal process requirements

Chargebacks initiated by brands may result in immediate suspension of creator payouts, brand account suspension, and chargeback fees ($25-50).

11. Warranties, Disclaimers, and Limitation of Liability

11.1 Platform Disclaimers

THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, 8X DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, UNINTERRUPTED SERVICE, OR ERROR-FREE OPERATION.

8x does not warrant specific outcomes, performance results, or third-party service availability.

11.2 Mandatory Liability Preservation

Notwithstanding the disclaimers above, 8x remains liable for:

• Death or personal injury caused by 8x's negligence
• Fraud or fraudulent misrepresentation
• Gross negligence or willful misconduct
• Any liability that cannot be excluded under EU or Delaware law

11.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, 8X'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED:

• Business Users: Total fees paid by user in the last month preceding the claim
• Consumer Users: $500, regardless of number or nature of claims

8X SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, BUSINESS OPPORTUNITIES, DATA LOSS, OR REPUTATIONAL HARM.

Exception: Limitations do not apply to death or personal injury from negligence, fraud, gross negligence, intentional breach, or mandatory consumer protections under EU law.

11.4 User Indemnification

Users agree to defend, indemnify, and hold harmless 8x, its affiliates, officers, directors, employees, and agents from claims, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from:

• User's platform use or misuse
• Violation of these Terms or applicable laws
• User content or deliverables
• Infringement of third-party intellectual property rights
• Negligent or wrongful conduct
• Disputes with other users

12. Dispute Resolution

12.1 Internal Complaint System

8x maintains an internal complaint handling system accessible via partners@8x.social. Users may file complaints regarding alleged Terms violations, technical issues, payment disputes, or account actions.

Complaints will be acknowledged within 5 business days and resolved within 15 business days for straightforward matters. Complex disputes may require up to 30 days with status updates provided. Complaints must be filed within 6 months of the incident.

12.2 Alternative Dispute Resolution

If internal complaints do not achieve satisfactory resolution, parties may pursue mediation through certified dispute resolution bodies. 8x is willing to participate in alternative dispute resolution through:

• American Arbitration Association (AAA)
• JAMS (Judicial Arbitration and Mediation Services)
• Center for Effective Dispute Resolution (CEDR)
• European Consumer Centre (for EU consumer disputes)

12.3 Judicial Remedies

Nothing in these Terms prevents either party from seeking injunctive relief, pursuing claims in small claims court (if within jurisdictional limits), or reporting illegal activity to authorities.

Important for Consumers: These Terms do not require binding arbitration or waive class action rights. Consumers retain full rights to pursue claims in civil courts under applicable consumer protection laws.

13. Governing Law and Jurisdiction

13.1 Applicable Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles.

13.2 Jurisdiction

Business Users: Consent to the exclusive jurisdiction of courts in the State of Delaware, United States.

Consumer Users: This agreement does not exclude jurisdiction of courts in your country of residence. You retain the right to bring proceedings in courts of your habitual residence. Mandatory consumer protection laws in your jurisdiction apply and cannot be derogated by these Terms.

14. Modifications to Terms

8x reserves the right to modify these Terms to reflect changes in applicable laws, new platform features, security improvements, or operational requirements.

For material changes affecting user rights or obligations, 8x will provide 30 days advance notice via email to the registered address and prominent notice on the platform homepage.

Continued use of the platform after the effective date constitutes acceptance of modified Terms. Users who object to changes may terminate their account under Section 15 before the effective date.

Business Users under EU Platform-to-Business Regulation receive minimum 15 days notice on durable medium with the right to terminate before the effective date without penalty.

15. Term and Termination

15.1 Termination by User

• Creators: May terminate by providing 30 days written notice to partners@8x.social, provided all active campaign obligations are fulfilled
• Brands: May cancel subscriptions by providing 30 days written notice; cancellation effective at end of current billing cycle

15.2 Termination by 8x

8x may terminate accounts for:

• Material breach not cured within 15 days of written notice
• Repeated breaches after prior warnings
• Fraudulent conduct, illegal activity, or significant harm to other users
• Non-payment of fees after 30-day cure period
• Legal requirement to terminate

8x will provide 30 days written notice with statement of reasons, except for emergencies or legal requirements.

15.3 Effects of Termination

Upon termination:

• User access to platform immediately ceases
• Outstanding payment obligations become immediately due
• Active campaigns must be completed or appropriately transitioned
• Anti-circumvention restrictions continue to apply (Section 6)

15.4 Survival

The following provisions survive termination: Sections 4.4 (IP Licensing), 6 (Anti-Circumvention), 8 (Intellectual Property), 9 (Data Protection), 11 (Disclaimers and Liability), and any provisions that by their nature should survive.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy and any order-specific terms, constitute the entire agreement between users and 8x regarding platform use, superseding all prior communications and agreements.

16.2 Severability

If any provision is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the provision shall be modified to the minimum extent necessary to make it valid, or severed if modification is not possible. Remaining provisions continue in full force and effect.

16.3 Waiver

Failure by 8x to enforce any right or provision does not constitute a waiver. Any waiver must be in writing and signed by an authorized 8x representative.

16.4 Assignment

Users may not assign, transfer, or delegate these Terms without 8x's prior written consent. 8x may freely assign these Terms, including to affiliates, successors, or acquirers.

16.5 Force Majeure

Neither party is liable for failure or delay in performance due to causes beyond reasonable control, including natural disasters, war, terrorism, government actions, internet failures, or third-party service provider outages. If force majeure continues beyond 90 days, either party may terminate without liability.

16.6 Relationship of Parties

Nothing in these Terms creates any partnership, joint venture, agency, employment, or fiduciary relationship between 8x and users. 8x and users are independent contractors.

16.7 Electronic Communications

Users consent to receive communications electronically via email or platform messages. Electronic communications and signatures satisfy legal requirements for written form and have the same legal effect as paper documents.

17. Prohibited Activities

Users shall not:

17.1 Technical Violations

• Access platform through automated means (bots, scrapers, crawlers) without authorization
• Reverse engineer, decompile, or disassemble platform technology
• Bypass security measures or access controls
• Interfere with platform infrastructure or networks
• Transmit viruses, malware, or harmful code

17.2 Account Violations

• Create multiple accounts to circumvent restrictions
• Share account credentials or allow unauthorized access
• Impersonate other users, entities, or 8x representatives
• Purchase, sell, rent, or transfer accounts
• Provide false or misleading registration information

17.3 Commercial and Content Violations

• Engage in off-platform transactions for platform-introduced relationships (Section 6)
• Use platform to solicit users for competing services
• Post illegal, fraudulent, defamatory, or misleading content
• Infringe intellectual property rights
• Engage in fake engagement, bot usage, or artificial metric inflation

Violations may result in warnings, account suspension, termination, liquidated damages, or legal action.

18. Contact Information

8x Social, Inc.

1111B S Governors Ave STE 47647

Dover, DE 19904

United States

Contact Channels:

• partners@8x.social

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ACKNOWLEDGMENT AND ACCEPTANCE

BY CLICKING "I ACCEPT," CREATING AN ACCOUNT, OR ACCESSING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE PLATFORM.

Notice to EU Consumer Users:

You have a 14-day right to withdraw from subscription services under EU consumer protection law. By requesting immediate service commencement, you expressly acknowledge that you will lose this withdrawal right once services commence.

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Terms of Service Version 1.0

Effective Date: February 2025

© 2025 8x Social, Inc. All rights reserved.