VYBE Terms of Service

Effective date: {{EFFECTIVE_DATE}}

These Terms of Service (the "Terms") are a contract between you and {{COMPANY_LEGAL_NAME}}, a Delaware limited liability company ("VYBE", "we", "us"). They apply when you use the VYBE website at vybe-co.com, the VYBE mobile apps and any related service (together, the "Platform").

Please read Section 20 (Dispute resolution) carefully. It says that most disputes between you and VYBE will be decided by an individual arbitrator, not a judge or jury, and that you give up the right to bring or join a class action. You can opt out of arbitration within 30 days (Section 20.9).

Summary in plain English

This summary helps you find your way around. It is not a substitute for the full Terms.

• VYBE is a marketplace. We connect businesses ("Brands") with content creators ("Creators"). We are not a party to the deals they make, not anyone's employer and not an advertising agency.
• You must be 18 or older and able to make business contracts.
• VYBE is available only in the United States, to US Brands and US Creators.
• Payments through VYBE are not yet available. Until we switch them on (with at least 30 days' notice), Brands and Creators agree the brief, fee and deliverables on VYBE and settle the Creator Fee directly between themselves (Section 8.0).
• Once payments are live: Brands pay through VYBE, and VYBE receives that money as the Creator's payment agent. Once VYBE receives it, the Brand has paid the Creator. Stripe moves the money, and VYBE releases the Creator Fee to the Creator's Stripe account when the work is verified or accepted.
• [DRAFT — counsel] Brands pay the Creator's fee plus an Administrative Fee and, where they apply, a Referral Fee and a Payment Processing Fee, all shown before they accept. VYBE deducts a Service & Processing Fee from each Creator Fee it pays out; Creators see it, and what they will receive, before they apply.
• You own your content. You give VYBE a limited licence to run the Platform. We ask you by email before featuring you in our marketing.
• Messages are automatically scanned for fraud, safety and attempts to move deals or payments off VYBE. A notice in every conversation says so, and both sides agree to this.
• Once payments are live, do not take deals or payments off VYBE with people you met here.
• Most disputes go to individual arbitration, with a 30-day opt-out.

1. Accepting these Terms

1.1 How you accept. You accept these Terms when you tick the box at sign-up that says you agree to them and then create an account. You also accept them by using the Platform. If you do not agree, do not use the Platform.

1.2 Assent records. When you accept these Terms, or any updated version, we record your account ID, the date and time, the version you accepted, your IP address, your browser or app details and the screen you accepted on. We keep this record as evidence of our agreement for the life of your account plus 6 years.

1.3 Other documents that form part of these Terms. The following documents are part of these Terms and are incorporated by reference. If you use the Platform in the role they cover, they apply to you:

Our Privacy Policy, Cookie Notice and Identity Verification and Biometric Data Notice (published when ID checks open) explain how we handle personal data. They are notices, not contract terms.

1.4 Order of precedence. If documents conflict, this order applies: (1) the role-specific terms (Brand, Creator or Ambassador Terms), but only for the role they govern; (2) these Terms; (3) the policies listed above. The dispute-resolution rules in Section 20 always prevail unless a role-specific document expressly says otherwise.

2. Definitions

These terms have the same meaning in all VYBE documents:

• "Brand" means a business that uses the Platform to run Campaigns and hire Creators.
• "Creator" means an independent content creator who uses the Platform to offer content-creation services to Brands.
• "Ambassador" means a Creator accepted into the VYBE Ambassador Program.
• "Campaign" means a Brand's brief posted on the Platform, describing the content it wants, the Deliverables, the rate range and other conditions.
• "Collaboration" means the agreement between one Brand and one Creator for a Campaign. It is formed when the Brand accepts the Creator on the Platform.
• "Deliverable" means a piece of content a Creator agrees to make and publish for a Collaboration, such as an Instagram Reel, Instagram post, Instagram Story, TikTok video or YouTube Short.
• "Creator Fee" means the price the Brand and Creator agree for a Collaboration.
• [DRAFT — counsel] "Brand Fees" means the Administrative Fee, Referral Fee and Payment Processing Fee described in the Brand Terms, charged to the Brand on top of the Creator Fee. "Service & Processing Fee" means the fee VYBE deducts from a Creator Fee under Creator Terms Section 11.5. Collaborations that come from an application, proposal or invitation made before the Fees v2 effective date keep the earlier terms: the Brand pays the Creator Fee plus an Administrative Fee of 20% of the Creator Fee and no other fee (earlier versions of these terms called it the Service Fee), nothing is deducted from the Creator Fee, and any Ambassador commission is paid by VYBE out of that Administrative Fee.
• "Content" means anything you post, upload, link to or send on the Platform. This includes profiles, images, captions, briefs, links, Deliverables and messages.
• "Usage Rights" means the rights a Creator grants a Brand to reuse a Deliverable beyond the Collaboration, as set out in the Brand Terms.
• "User", "you" means any person or business that uses the Platform.

3. Eligibility

3.1 Age. You must be at least 18 years old to use the Platform. We ask for your date of birth before you create an account. We use it only to check your age: we keep a record that you are 18 or over, not the date itself. When identity verification is switched on, we also check a Creator's age against the date of birth on their verified ID. If we learn that a user is under 18, we lock the account and delete it, together with the data we are not legally required to keep, within 24 hours.

3.2 Business capacity. You use the Platform for business purposes: as a business (Brand) or as an independent professional offering services (Creator). You must have the legal capacity to enter into binding contracts. If you accept these Terms for a company or other organization, you confirm that you have authority to bind it, and "you" includes that organization.

3.3 Sanctions. You may not use the Platform if you, or anyone who owns or controls you, (a) are on a sanctions list kept by the United States (including OFAC's Specially Designated Nationals list), the United Nations, the European Union or the United Kingdom, or are owned 50% or more by such a person; or (b) are located in, ordinarily resident in, or organized under the laws of a country or region subject to comprehensive US sanctions. Today these are Cuba, Iran, North Korea, and the Crimea, so-called Donetsk People's Republic and so-called Luhansk People's Republic regions of Ukraine. As a matter of our own policy we also block access from some other countries and regions, and this list can be broader than the law requires. This list can change. See Section 15.

3.4 United States only. The Platform is available only in the United States. Brands must be businesses based in the United States, and Creators must live in the United States. Once payments are live, Creators are paid to a US bank account in their own name through their Stripe account (Section 8).

3.5 One account type. A Brand account and a Creator account are separate. You choose the type when you sign up, and you cannot change it later. You may hold one account of each type, but you may not hold more than one account of the same type, or use a new account to get around a suspension, a limit or a program rule.

4. Your account

4.1 Accurate information. Keep your account information true, complete and up to date. Do not impersonate anyone or misrepresent your business, your audience or your affiliation with anyone.

4.2 Security. We use a third-party sign-in provider to store your password and optional two-step verification. Keep your sign-in details secret. You are responsible for activity on your account. Tell us at once at [email protected] if you think your account has been compromised.

4.3 Identity verification. To protect Users and to meet our legal duties, we may ask you to verify your identity.

• [DRAFT — counsel] Creators give us their legal name when they set up their profile. Payout set-up is switched on only when payments go live. From then on, Creators must set up a Stripe account before they can be paid, and Stripe verifies their identity and tax information during that set-up under its own terms and privacy policy. VYBE receives only whether verification is complete, what Stripe still needs, and the verified name and country on the account.
• Brands give us their legal business name, the account holder's name and a US business address before publishing a Campaign. We may ask you to confirm these business details, but we do not run a separate business verification.
• We use these details for sanctions screening (Section 15). We may also compare the country you declare with your internet connection and, once payments are live, with the country of your Stripe account. If something needs checking, some features may be paused while our team reviews it.

4.4 [DRAFT — counsel] Tax information. Once payments are live, Creators must give Stripe accurate tax information (an IRS Form W-9) during Stripe account set-up before they can be paid. See the Creator Terms.

4.5 Audience numbers. Until social accounts are connected, follower, view and engagement figures on profiles are self-reported by Creators. VYBE does not verify them. Creators must not inflate them or use fake followers, bots or bought engagement.

5. What VYBE is, and what it is not

5.1 A marketplace. VYBE provides an online venue where Brands post Campaigns, Creators apply, the two agree Collaborations, exchange messages, review Deliverables and handle payment. We also provide tools for verification, payment and records.

5.2 Not a party to Collaborations. Each Collaboration is a contract between the Brand and the Creator only. VYBE is not a party to it, does not supply the Creator's services and is not responsible for either side's performance. VYBE does not guarantee that any Campaign will get applicants, that any Creator will be selected, or that any content will achieve any result.

5.3 Not an employer. Creators are independent businesses. Nothing in these Terms makes a Creator an employee, worker, partner, joint venturer or agent of VYBE or of any Brand (except for VYBE's limited role as the Creator's payment agent in Section 8). Creators choose which Campaigns to apply to, propose their own price within the Brand's range, decide how to create their content, use their own equipment and may work for anyone else, on or off the Platform. VYBE does not set Creators' hours, train them, rate them or penalize them for declining work.

5.4 Not an advertising agency. VYBE does not create, approve or take responsibility for any Brand's advertising, claims or products. The Brand is the advertiser for its Campaigns.

5.5 No ranking by money. VYBE explains why a Creator may fit a Campaign. It does not sell placement or rank Creators by what they pay.

6. Role-specific terms

6.1 Brands must also follow the Brand Terms. They cover Campaigns, accepting Creators, payment, the review window, revisions, cancellations, chargebacks, advertising law duties and Usage Rights.

6.2 Creators must also follow the Creator Terms. They cover applications, Deliverables, disclosures, taxes, payouts and the Creator's appointment of VYBE as payment agent.

6.3 Ambassadors must also follow the Ambassador Program Terms (published when the Ambassador Program opens).

7. Collaborations in brief

7.1 A Brand posts a Campaign. A Creator applies and proposes a Creator Fee inside the Campaign's rate range. When the Brand accepts the Creator and confirms the fee and Campaign terms, a Collaboration is formed and the Brand is charged (Section 8).

7.2 The Creator prepares a draft, the Brand approves it or asks for changes, the Creator publishes the Deliverable and submits a link to the live post, and the Brand verifies it. Deliverables are links to content on the Creator's own social accounts. VYBE does not host Creators' original media files.

7.3 Once payments are live, if the Brand does not verify, ask for changes or open a dispute within the review window, the Deliverable is treated as accepted (see the Brand Terms).

7.4 Approving or verifying a Deliverable does not give the Brand any right to reuse it. Reuse requires Usage Rights granted by the Creator, as set out in the Brand Terms.

7.5 [DRAFT — counsel] Products shipped to Creators. A Campaign may say that the Brand will mail a product to each Creator it accepts. The Brand chooses, owns, ships and is solely responsible for that product. VYBE never sells, buys, stores, handles or ships it, and does not check that it is safe. The product is part of the Creator's compensation and the Creator keeps it. Delivery, loss and damage are handled under the Brand Terms (Sections 2.6 and 11.7) and the Creator Terms (Sections 6.7 to 6.10).

8. Payments overview

The full rules are in the Payments and Refund Policy (published when payments go live) and the Brand and Creator Terms. In short:

8.0 Payments are not yet available. Payments through VYBE are not yet available. Sections 8.1 to 8.6, Section 9.1, Section 14 and the Payments and Refund Policy apply from the date we turn payments on (the "Payments Start Date"), which we will announce by email and in the Platform at least 30 days in advance. Until then, VYBE does not charge, hold or pay out any money for Collaborations: the Brand and the Creator agree the Creator Fee on the Platform and settle it directly between themselves, and VYBE is not responsible for that payment. We encourage you to agree the brief, fee and deliverables here on VYBE so both sides have a record.

8.1 VYBE is the Creator's limited payment collection agent. Each Creator appoints VYBE as its limited agent for one purpose only: to receive payments from Brands for Collaborations on the Creator's behalf, and to hold and pay those amounts to the Creator under these Terms. The Creator authorizes VYBE to tell Brands that VYBE accepts payment on the Creator's behalf.

8.2 Payment to VYBE is payment to the Creator. When VYBE receives a Brand's payment of the Creator Fee, the Brand's obligation to pay that Creator Fee to the Creator is fully satisfied, just as if the Brand had paid the Creator directly. If VYBE then fails to pay the Creator, the Creator's claim is against VYBE, not the Brand. This does not apply if the payment is later reversed by a refund or chargeback under the Payments and Refund Policy.

8.3 What VYBE is not. VYBE is not a bank or a trustee, and does not take deposits. VYBE does not pay interest on amounts it holds. Brand payments are held in VYBE's Stripe platform balance, recorded per Collaboration in VYBE's books, as agent for the Creator, and are not used for VYBE's own operating costs.

8.4 [DRAFT — counsel] When Brands are charged. The Brand's card or bank account is charged the total shown at confirmation (Brand Terms Section 5) through Stripe when the Brand accepts a Creator. The charge appears as "VYBE" on the Brand's statement.

8.5 [DRAFT — counsel] When Creators are paid. VYBE releases the Creator Fee, less the Service & Processing Fee recorded for the Collaboration, after every Deliverable in the Collaboration has been verified by the Brand or accepted automatically, and only once the Brand's payment has been received and no payout hold applies. VYBE does this by instructing Stripe to transfer the Creator Fee to the Creator's Stripe Express connected account. Stripe then pays it out to the Creator's US bank account on that account's payout schedule. VYBE does not store Creators' bank account details.

8.6 Payment providers. Card payments and payouts are processed by Stripe. Creators' payment accounts are subject to the Stripe Connected Account Agreement, and your use of Stripe's services may also be subject to Stripe's other terms. VYBE never sees your full card number.

9. Fees

[DRAFT — counsel] Fees v2. Collaborations that come from an application, proposal or invitation made before the Fees v2 effective date keep the fees recorded when they were formed (for those, the Brand pays an Administrative Fee of 20% of the Creator Fee and no other fee (earlier versions of these terms called it the Service Fee), no fee is deducted from the Creator Fee, and Ambassadors are paid by VYBE out of that Administrative Fee). Whichever fees apply, the price shown to the Brand before it accepts, and the amount shown to the Creator, are the ones used for that Collaboration.

9.1 Brand fees. When a Brand accepts a Creator, the Brand pays the Creator Fee plus the fees described in the Brand Terms: an Administrative Fee and, where they apply, a Referral Fee and a Payment Processing Fee. Every amount and the total are shown in US dollars before the Brand confirms (the Payment Processing Fee may be shown within the Administrative Fee line, Brand Terms Section 5.1).

9.2 Creator fee. VYBE deducts a Service & Processing Fee from each Creator Fee it pays out, as described in Creator Terms Section 11.5. The amount, and what the Creator will receive, are shown before the Creator applies and again before the Creator accepts. VYBE pays Stripe's monthly fees for the Creator's Stripe account.

9.3 Changes. We may change our fees with at least 30 days' notice and ask you to accept them. Every Collaboration keeps the fees recorded when it was formed.

10. Taxes

10.1 Your taxes are yours. Each User is responsible for their own taxes, including income tax, self-employment tax and sales tax on what they earn or buy. [DRAFT — counsel] This includes tax on the value of products you receive in a Collaboration. VYBE does not include product value in any Form 1099 it makes or that Stripe makes for it.

10.2 [DRAFT — counsel] Taxes on fees. Prices and fees on VYBE do not include sales tax or similar tax, and VYBE does not add any such tax to its fees today. If the law comes to require VYBE to charge tax on its fees, we will tell you in advance and show it as its own line before you pay. Any tax you owe on what you buy (for example, use tax) is yours (Section 10.1).

10.3 [DRAFT — counsel] Information reporting. Creators' identity and tax information is collected and verified by Stripe during Stripe account set-up. VYBE, using Stripe's tax reporting service, reports payments on Form 1099 where required. Payouts are held until Stripe confirms the tax information is complete and verified, and are also held if the IRS tells us a Creator's name and taxpayer identification number do not match, until this is corrected. We do not withhold tax from payouts unless the law requires it.

11. Your Content

11.1 You own your Content. You keep all rights you have in your Content. VYBE does not claim ownership of it.

11.2 Licence to VYBE to run the Platform. You give VYBE a non-exclusive, worldwide, royalty-free licence to host, store, copy, display, format, transmit and distribute your Content, only as needed to operate, secure and improve the Platform and to provide it to you and the Users you deal with. This includes showing your profile to signed-in Users, showing your Deliverables and messages to the other party to your Collaboration, and keeping records. You can sublicense this right only to our service providers who help us run the Platform.

11.3 Promotion of VYBE (only with your permission). We will not feature you in VYBE's own marketing (for example, showing a Creator's profile or a Brand's logo on our website, social media or pitch materials) unless we have asked you by email and you have said yes. If you agree, you give VYBE a non-exclusive, royalty-free licence to use your public profile name, handle, logo or avatar and short excerpts of your public profile or published Deliverables for that purpose. This licence:

• covers only Content that is already public, or that you have chosen to show on the Platform;
• never includes your messages, drafts, private notes or anything a Brand has not published;
• does not allow us to suggest that you endorse VYBE beyond what you agreed;
• ends when you tell us by email to stop, or when you close your account. We will stop new uses within 30 days. We do not have to withdraw printed materials or posts already published.

11.3A Showcasing a whole Deliverable (only with your permission, one Deliverable at a time). We may also ask a Creator by email whether we may show one specific published Deliverable in full (for example, a reel playing on our website, in our app store listings or on VYBE's own social media accounts). We ask separately for each Deliverable, and naming the Deliverable is part of the question. If the Deliverable shows a Brand's business, products, name or logo, we also ask that Brand, and we use it only if both of you say yes. If you agree, you give VYBE a non-exclusive, worldwide, royalty-free licence to copy, display and publicly perform that Deliverable for that purpose. This licence:

• covers only the Deliverable named in our email, as it was published, and your name, handle, image, likeness and voice as they appear in it;
• lets us trim it, resize or crop it, mute or lower its sound, add captions or subtitles, and credit you by your handle, but not otherwise change what it says or shows, add words you did not say, or put it next to anything that suggests you endorse VYBE beyond what you agreed;
• does not cover paid advertising (ads we pay a platform to show), TV, print or out-of-home placements, or sublicensing to anyone, unless we agree that separately in writing, including any fee;
• does not change who owns the Deliverable or any Usage Rights the Brand holds, and is not a Usage Rights grant;
• ends when either you or the Brand (where we asked the Brand) tells us by email to stop, or when your account closes. We will remove the Deliverable from our website and app store listings and stop new uses within 30 days. We do not have to delete posts on our social media accounts that were published before you told us, but we will remove them within 30 days if you ask, and we do not have to withdraw printed materials already distributed.

Saying no, or saying nothing, has no effect on your account, your Campaigns or how the Platform treats you.

11.4 No AI training. Neither licence in Sections 11.3 and 11.3A allows it: VYBE will not use your Content to train generative artificial intelligence models, and will not create digital replicas of any person's likeness or voice.

11.5 Duration. The licence in Section 11.2 ends when your Content is removed from the Platform, except (a) for copies kept as records we must or may lawfully keep (for example, Collaboration records, messages and audit logs), and (b) for Content you shared with another User, which that User may still see in their own records.

11.6 Your responsibility. You are solely responsible for your Content. You promise that:

• you own it or have all rights, licences and permissions needed to post it and to grant the licences in these Terms, including for music, images, trademarks, locations and any people who appear in it;
• it is accurate and not misleading, and it includes any advertising disclosures the law requires;
• it does not infringe anyone's rights, break any law or violate our Community Guidelines.

11.7 Feedback. If you send us ideas or suggestions, we may use them without any obligation to you.

12. Moderation

12.1 Our rights. VYBE may, but is not required to, review, screen, label, restrict, remove or refuse any Content or Campaign, and may limit any account, at its discretion, including when we believe Content violates these Terms or our policies, creates legal risk or harms Users. We make these decisions in good faith. Doing so does not make us responsible for Content, and not doing so does not mean we approve of it.

12.2 No duty to monitor. VYBE does not and cannot review all Content. As between you and VYBE, Users are responsible for their own Content. This section is intended to be consistent with 47 U.S.C. § 230.

12.3 Reporting and blocking. You can report profiles, brands, Campaigns, conversations, messages, submissions or Users with the Report option in the app or on the web, through our public report page at vybe-co.com/report (no sign-in needed), or by email to [email protected]. You can also block another User. Copyright complaints follow the Copyright and DMCA Policy. Requests to remove intimate images shared without consent follow the Intimate Image Removal Policy, and we remove the reported material within 48 hours of a valid request.

12.4 Repeat infringers. We will terminate, in appropriate circumstances, the accounts of Users who repeatedly infringe others' intellectual property. As a rule, an account that receives three valid copyright strikes within 365 days is reviewed for termination (see the Copyright and DMCA Policy).

12.5 Appeals. If we remove your Content or restrict your account, we will usually tell you why. You can ask a person on our team to review the decision by writing to [email protected] with the subject "Appeal" within 30 days (see the Community Guidelines).

13. Messages and message scanning

13.1 Messages are tied to Collaborations. Each conversation on the Platform involves one Brand, one Creator and one Campaign. Users cannot edit or delete messages once sent, and the other party will see when you have read them. VYBE may remove messages that break the law or our policies; a removed message is shown as "removed by VYBE".

13.2 Automatic scanning — your consent. VYBE automatically scans the content of messages sent on the Platform as they are sent, to detect fraud, abuse, safety risks, sharing of contact or payment details and attempts to take Collaborations or payments off the Platform. Flagged messages are still delivered. Flagged messages, and messages you report, may be read by authorized VYBE staff. We do not use message content for advertising.

By using messaging on the Platform, you consent to this scanning and review, for every message you send and receive. Because each conversation has two parties, both the Brand and the Creator give this consent. A notice about scanning is shown to both parties in every conversation.

13.3 Keep it on VYBE. Agreements, Content and payments are protected by these Terms only when they happen on the Platform.

14. No off-platform circumvention

14.0 When this section applies. This Section 14 applies only from the Payments Start Date (Section 8.0), and only to Users you first connect with on the Platform on or after that date. Before then, Brands and Creators settle payments directly, and that is not a breach of these Terms.

14.1 The rule. If you meet another User through the Platform, then for {{NON_CIRCUMVENTION_MONTHS}} months after you first connect on the Platform, you must not:

• ask for, make or accept payment for creator services with that User outside the Platform;
• agree a Collaboration, or any similar content-creation deal, with that User outside the Platform;
• invite the other User to do either of these.

14.2 Exceptions. This rule does not apply to a business relationship you can show existed before you connected on the Platform, or to work that has nothing to do with content creation or promotion. VYBE does not take payment for Usage Rights: a Brand and a Creator agree any fee for Usage Rights and pay it directly between themselves, and VYBE keeps a record of the Usage Rights granted (see the Brand Terms). That is not a breach of this rule.

14.3 Consequences. If you break this rule, we may suspend or close your account.

15. Sanctions and export compliance

15.1 You promise that Section 3.3 is true when you sign up and each time you use the Platform. You must tell us at once if it stops being true.

15.2 You must not use the Platform to send money to, receive money from, or do business with any sanctioned person or region, or to export software or technical data in breach of US export laws.

15.3 We screen Users against sanctions lists when they set up their account, before they apply to or publish a Campaign, when the lists change and, once payments are live, before payouts. We block sign-ups and access from sanctioned countries and regions. If a check needs more review, we may pause applications, publishing, new Collaborations and payouts on the account while we complete it. If we confirm a match, we may close the account, freeze any funds connected to it and report to the authorities as the law requires. Where the law requires us to block funds, we cannot release them until the authorities allow it. VYBE is not liable for any loss caused by complying with sanctions law.

16. Prohibited conduct

You must not:

• break any law, or help anyone else break it;
• post a Campaign or Content that breaks the Prohibited and Restricted Campaigns Policy or the Community Guidelines;
• harass, threaten, discriminate against or exploit anyone;
• create false, misleading or undisclosed advertising, or fake reviews or testimonials;
• buy, sell or use fake followers, views, likes or other engagement;
• use another person's identity, account, payment card or bank account;
• scrape, copy or harvest data from the Platform, or use bots, except as we allow in writing;
• interfere with, probe, overload or bypass the security of the Platform;
• reverse engineer the Platform, except where the law allows it despite this restriction;
• use the Platform to collect personal data about Users for purposes unrelated to a Collaboration.

17. Suspension and termination

17.1 By you. You can stop using the Platform at any time and close your account as described in Section 18.

17.2 By us. We may suspend, limit or close your account, or remove any Content, if:

• you break these Terms or any incorporated document, or we reasonably suspect you have;
• we must do so by law, court order or the request of a regulator or payment partner;
• your use creates risk or possible legal exposure for VYBE or other Users, including fraud or sanctions risk;
• your account has been inactive for a long time; or
• we stop offering the Platform in your country or entirely.

Where reasonable and lawful, we will tell you in advance and give you a chance to fix the problem. We may act without notice in urgent cases, such as fraud, safety, legal or sanctions risk.

17.3 Open Collaborations and money. When an account is suspended or closed after the Payments Start Date:

• Collaborations already formed are handled under the Payments and Refund Policy: work that was verified or accepted is paid, and unpaid work may be refunded to the Brand.
• Creators are still paid what they have earned, less only amounts VYBE staff have found, after review, that the Creator owes because the Creator was at fault (see the Payments and Refund Policy). We may hold funds for as long as reasonably needed to investigate suspected fraud, resolve disputes or chargebacks, or comply with law. We never keep a Creator's earned money as a penalty.

17.4 What survives. Sections 8 (as to amounts owed), 10, 11.5–11.7, 15, and 17 to 23 survive the end of these Terms.

18. Deleting your account

18.1 How. You can delete your account at any time in Settings, in the app or on the web (including at vybe-co.com/account/delete). We ask you to sign in again to confirm. You can also email [email protected].

18.2 Before deletion. We cannot start deletion while something is still open: an active Collaboration, a Campaign with accepted Creators, a payment or payout in progress, an open dispute, an Ambassador commission not yet paid, a legal hold, or a review of your account. We tell you what needs to be finished first. Creators whose earnings cannot be paid will have them treated as unclaimed property (see the Payments and Refund Policy), not forfeited.

18.3 30-day grace period. When you confirm deletion, we sign you out on all devices, hide your profile and stop notifications. Your account is deleted 30 days later. Until then you can sign in and cancel the deletion. We email you when you ask for deletion and when it is complete.

18.4 What we keep. After deletion we remove your profile and stop processing your data, except what we must or may lawfully keep for set periods, such as tax records (kept for {{TAX_RETENTION_YEARS}} years from your last payment), payment and ledger records under a pseudonymous ID, your acceptances of our terms (6 years), sanctions screening records (10 years), security and audit logs and records needed for legal claims. Messages you sent remain visible in the other party's conversation history, shown as from "Deleted user". The Privacy Policy explains this in detail.

19. Disclaimers, liability and indemnity

19.1 Disclaimer. The Platform is provided "as is" and "as available". To the fullest extent the law allows, VYBE disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement. VYBE does not promise that the Platform will be uninterrupted, error-free or secure, or that any User, Content, audience figure, Campaign or Collaboration is accurate, lawful or of any quality. VYBE is not responsible for the acts or omissions of Users or third-party services (including social media platforms and Stripe).

19.2 Limitation of liability. To the fullest extent the law allows:

• VYBE will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, data, goodwill or business opportunities, even if told they were possible.
• VYBE's total liability for all claims relating to the Platform or these Terms is limited to the greater of (a) the fees you paid to VYBE in the 12 months before the event giving rise to the claim, and (b) US$100.

19.3 What the cap does not limit. Section 19.2 does not limit (a) VYBE's obligation to pay a Creator money VYBE has received for that Creator and that is due under these Terms; (b) liability for fraud, gross negligence or wilful misconduct; or (c) any liability the law does not allow to be limited.

19.4 Indemnity. You will defend, indemnify and hold harmless VYBE and its members, managers, employees and agents from any third-party claim, and related losses, damages, fines and reasonable legal fees, arising from: (a) your Content; (b) your Campaigns, products, advertising or Collaborations; (c) your breach of these Terms or of law; or (d) your infringement of anyone's rights. VYBE will tell you promptly about the claim, let you control the defence (with counsel reasonably acceptable to VYBE) and cooperate at your cost. You may not settle a claim that imposes any obligation on VYBE without our written consent.

19.5 Disputes between Users. Disputes about a Collaboration are between the Brand and the Creator. VYBE offers a resolution process for funds it holds (see the Payments and Refund Policy), but has no other obligation to resolve User disputes. To the extent the law allows, you release VYBE from claims arising from disputes with other Users. If you are a California resident, you waive California Civil Code § 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

19.6 [DRAFT — counsel] Products. VYBE is not the seller, manufacturer, distributor or shipper of any product a Brand sends, and makes no promise about its safety, quality, legality or fitness for any use. Claims about a product, including for injury or damage, are against the Brand. This does not limit Section 19.3.

20. Dispute resolution

20.1 Informal resolution first. Before starting arbitration or a court case, you and VYBE agree to try to resolve the dispute informally. The party with the claim must send a written notice to the other (to [email protected] and {{COMPANY_POSTAL_ADDRESS}} for VYBE, or to your account email for you). The notice must include the claimant's name and account email, a description of the claim and the relief sought, and must be personally signed by the claimant (and by their lawyer, if they have one). For 60 days after the notice is received, the parties will try in good faith to resolve the dispute, including through an individual telephone or video conference if either party asks. Limitation periods are paused during these 60 days. Neither party may start arbitration until this process is finished.

20.2 Agreement to arbitrate. Except as set out in Sections 20.6 and 20.9, you and VYBE agree that any dispute, claim or controversy arising out of or relating to these Terms, the Platform or your relationship with VYBE, including whether a claim is arbitrable, will be resolved by final and binding individual arbitration, not in court. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs this Section.

20.3 Arbitration provider and rules. The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules if you use the Platform as an individual and those rules apply to you, and otherwise under its Commercial Arbitration Rules, together with its Mass Arbitration Supplementary Rules where Section 20.7 applies. The rules are available at adr.org. If the AAA is unavailable, the parties will agree on another provider, or a court will appoint one.

20.4 How it works.

• A single neutral arbitrator decides the case. The arbitrator may award the same individual remedies a court could award, but only in favour of the individual party seeking relief and only as needed for that party's individual claim.
• The hearing may take place by video, by telephone or on written submissions. If an in-person hearing is needed, it will be held in the county where you live or another place we both agree.
• Fees. VYBE will pay all AAA filing, administration and arbitrator fees beyond what you would pay to file a claim in court, unless the arbitrator finds your claim frivolous or brought for an improper purpose. Each party pays its own lawyers unless the law or the rules provide otherwise.
• The arbitrator's decision is final, except for review allowed by the Federal Arbitration Act, and judgment may be entered in any court with jurisdiction.

20.5 Class action waiver. You and VYBE may bring claims against each other only in an individual capacity, not as a plaintiff or class member in any class, collective, consolidated or representative proceeding. The arbitrator may not consolidate claims of more than one person, and may not preside over any form of class or representative proceeding, except as set out in Section 20.7 for administrative batching.

20.6 Exceptions: small claims and IP. Either party may instead (a) bring an individual claim in a small-claims court in the county where you live or in New Castle County, Delaware, if the claim qualifies and stays there; or (b) ask a court for an injunction to stop infringement or misuse of intellectual property or unauthorized access to the Platform.

20.7 Mass arbitration. If 25 or more similar demands for arbitration are filed against VYBE or by VYBE, by or with the help of the same or coordinated law firms or organizations, within a 180-day period ("Mass Filing"):

• The AAA's Mass Arbitration Supplementary Rules apply.
• The informal resolution process in Section 20.1 must be completed for each claimant before their demand is filed.
• The AAA will group the demands into batches of up to 100 claimants each (with any remainder forming a final batch). Each batch will be decided by a single arbitrator, in one proceeding, with fees charged per batch rather than per claimant. All batches proceed at the same time; no claimant has to wait for another batch to finish.
• Each claimant's claim is still decided individually on its own facts, and each claimant receives an individual award.
• Limitation periods for every claimant in the Mass Filing are paused from the date their notice under Section 20.1 is received until their batch is decided.
• A court may resolve any disagreement about whether this Section applies, and it may be enforced by an application to court, which the AAA must await.

20.8 Severability of this Section. If the class action waiver in Section 20.5 is found unenforceable for any claim or remedy (including a claim for public injunctive relief), that claim or remedy (and only that one) will be severed and decided by a court in the venue in Section 21, after the arbitrable claims are decided, and the rest of this Section 20 still applies. If any other part of this Section 20 is found unenforceable, the rest still applies. Nothing in this Section prevents you from seeking public injunctive relief to the extent the law of your state does not allow it to be waived; any such claim will be decided by a court, after the individual arbitration.

20.9 30-day right to opt out. You may opt out of this agreement to arbitrate by sending an email to [email protected], from your account email address, with the subject "Arbitration opt-out", within 30 days after you first accept these Terms. Your email must give your name and account email and say that you opt out of arbitration. Opting out does not affect any other part of these Terms, including the class action waiver as applied in court. If you opt out, VYBE is also not bound to arbitrate with you.

20.10 Changes to this Section. If VYBE changes this Section 20 after you accept it, you can reject the change by emailing [email protected] within 30 days after the change takes effect. If you reject it, the version you last accepted continues to apply to disputes between you and VYBE.

20.11 Time limit. To the extent the law allows, any claim must be brought within one year after it arises, or it is permanently barred.

21. Governing law and venue

These Terms and any dispute between you and VYBE are governed by the laws of the State of Delaware and applicable US federal law, without regard to conflict-of-laws rules. Any claim not subject to arbitration will be brought only in the state or federal courts located in New Castle County, Delaware, and you and VYBE consent to their jurisdiction. This does not take away any protection you have under the mandatory laws of the place where you live.

22. Users outside the United States

The Platform is offered only in the United States. We do not accept Brands or Creators based outside the United States. If we offer the Platform in other countries in the future, we will publish any additional terms for those countries before we do.

23. General

23.1 Changes to these Terms. We may update these Terms. For changes that materially affect your rights or obligations, we will give you at least 30 days' notice by email and in the Platform before they take effect, and we will ask you to accept the new version before you continue using the Platform. We may make changes needed for legal reasons or for new features faster, with notice. Changes do not apply to disputes that arose before they took effect, or to Collaborations already formed. If you do not agree, you can stop using the Platform and close your account.

23.2 Electronic communications. You agree to receive contracts, notices, receipts, tax documents (where you separately consent) and other communications from us electronically, as described in the Electronic Communications Consent. Notices to VYBE must go to [email protected], with a copy to {{COMPANY_POSTAL_ADDRESS}}.

23.3 Assignment. You may not transfer these Terms or your account without our written consent. We may transfer these Terms to an affiliate or as part of a merger, acquisition, reorganization (including a conversion into a corporation) or sale of assets, with notice to you.

23.4 Entire agreement. These Terms, together with the documents incorporated in Section 1.3, are the whole agreement between you and VYBE about the Platform.

23.5 Severability and waiver. If any part of these Terms is unenforceable, the rest still applies. A failure to enforce a right is not a waiver.

23.6 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, except for payment obligations.

23.7 No third-party beneficiaries. These Terms do not give rights to anyone else, except as stated for Creators in Section 8.

23.8 Language. These Terms are written in English. If we provide a translation, the English version prevails to the extent the law allows.

23.9 Apple and Google. If you download our app from the Apple App Store or Google Play, these Terms are between you and VYBE only, not Apple or Google. Apple and its subsidiaries are third-party beneficiaries of these Terms for iOS apps and may enforce them.

23.10 Contact. {{COMPANY_LEGAL_NAME}}, {{COMPANY_POSTAL_ADDRESS}}. Email: [email protected] (legal notices), [email protected] (help), [email protected] (safety reports).