Acceptance of Terms

These Creator Terms of Service (the "Creator Terms") apply to your use of the Clero platform as a Creator. By registering an account or using Clero's creator services, you agree to be bound by these Creator Terms, as well as the general Clero Terms of Service (if provided separately) and our Privacy Policy. These Creator Terms are an agreement between Tokko Labs, Inc. ("Clero", "we", "us") and you, the individual content creator or representative of a creator entity ("you" or "Creator"). If you do not agree with these Terms, you must not use the platform as a Creator.

Eligibility

We welcome creators of various ages and backgrounds. Age: Clero does not set a strict age minimum of 18; however, if you are under the age of majority in your jurisdiction (under 18 in most U.S. states), you represent that you have obtained permission from a parent or legal guardian to use Clero and to enter into transactions (campaign agreements) on the platform. Clero is not intended for children under 13, and any user under 13 is strictly prohibited from creating a Creator account. If you are 13–17, you confirm that your guardian has reviewed and agreed to your participation (for example, a parent may need to co-sign any creator agreement or payment setup). We may ask for age verification or parental consent forms for young creators if needed. Other Eligibility Criteria: You must be able to form legally binding contracts (with consent as noted for minors). You should also have any licenses or permits required to perform the type of content creation services you offer (if any). By using Clero, you also represent that you are not barred from doing so by any applicable law (for instance, not on any trade sanctions list) and that your inclusion on the platform does not violate any other contracts you're party to (e.g., if you are exclusively signed with an agency or network, ensure Clero projects won't breach those terms).

Creator Account Registration

When you sign up as a Creator, you will create a profile that showcases your content creation services. Account Information: You agree to provide accurate and complete information during registration, including your name (or professional alias), valid email, and any required profile details. You will choose a secure password. You are responsible for all activity on your account, so do not share your login credentials. If you create your account via a third-party social login (if available), you grant us permission to access certain information from that account (like your email and public profile) as allowed by that provider's terms. Profile and Portfolio: You are encouraged to fill out your profile with truthful information about your skills, experience, and past work. Any portfolio content or examples you upload must be either your own work or work you have the rights to use and share. Misrepresenting your experience or using someone else's content in your portfolio without permission is a breach of these Terms. You understand that your profile (excluding sensitive contact info) will be visible to Brands on the platform, and possibly in marketing as described in the Privacy Policy.

You agree to keep your account information updated. If any of your details (email, payout info, etc.) change, update them promptly. You may maintain only one Creator account (unless explicitly permitted to have separate ones for different personas/businesses). Creating multiple accounts to evade limitations or double-listing is not allowed.

Relationship with Clero

Under these Terms, you are engaging with Clero as an independent contractor for any content creation services you provide through the platform. You are not an employee or agent of Clero or the Brand (Tokko Labs may separately engage "Maker" users as employees/contractors, but as a Creator you remain independent). You are responsible for your own taxes, insurance, and business registrations as applicable. Clero does not withhold taxes from your payments (unless required by law for tax reporting, e.g. backup withholding if you fail to provide a tax ID when required for U.S. persons). It's your responsibility to report income earned via Clero to relevant tax authorities. Nothing in these Terms creates a partnership, franchise, or joint venture between you and Clero.

Engaging in Campaigns

Through Clero, Brands will post campaign opportunities or reach out to you for collaboration. Applying/Accepting Work: You may browse available campaign listings and apply to those that interest you, or you may receive direct invites from Brands. When you apply or accept an invitation, ensure you understand the project scope, deliverables required, deadlines, and compensation offered. Clero may facilitate a mutual agreement by having both parties accept a Statement of Work (SOW) or campaign terms on the platform. Binding Agreement: Once you and a Brand both agree to proceed with a campaign (either by both clicking "Accept" on the platform or signing a digital contract/SOW), a binding agreement is formed between you and Tokko Labs, Inc. (or directly between you and the Brand, as determined by platform setup) for you to provide the specified content services. In many cases, Clero (Tokko Labs) will be the party paying you and then separately dealing with the Brand, essentially sub-contracting your services to the Brand's campaign. (This arrangement is sometimes called a "work order" where Clero engages you as a contractor to fulfill the Brand's needs.) The SOW or campaign page will confirm who your contract is with and the key terms, including which entity is paying you. Typically, for US-based campaigns, Tokko Labs, Inc. will be the entity that contracts with you and pays you, acting as an intermediary with the Brand. Regardless, by accepting a project, you commit to deliver the content as described, and the Brand (and/or Clero) commits to pay you the agreed fee upon satisfactory completion.

Campaign Deliverables and Conduct

You agree to use your best efforts and skill to create high-quality content for each campaign you undertake. Professionalism: You shall conduct yourself professionally in all interactions with the Brand and Clero's team. Respond promptly to messages, adhere to deadlines, and follow the Brand's reasonable guidelines for the campaign. Content Requirements: The Brand's brief may specify content format (e.g., a 60-second video, 5 edited photos, a social media post with certain caption/hashtags, etc.). You should only accept campaigns you are confident you can execute. If at any point you find you cannot meet the requirements or deadline, notify the Brand and Clero immediately to seek a solution. Revisions: Minor revisions or tweaks to content may be requested by the Brand to meet expectations. As part of providing a good service, you should be open to reasonable revision requests that are within the original scope. (If a Brand requests significant changes that deviate from the agreed brief, you should bring that up with Clero support to adjust terms or compensation accordingly.)

You agree to comply with all applicable laws and regulations in creating and delivering content. This includes, for example, advertising regulations and disclosure requirements: if you are posting content on your own social media as part of a campaign (influencer marketing), you must follow FTC guidelines or local advertising laws regarding sponsored content (e.g., include clear #ad or similar disclosures) – Brands will often remind you of this, but ultimately you should ensure compliance. No Infringing Content: All content you create must be your original work or properly licensed. You represent and warrant that any content you submit is your own creation or that you have obtained all necessary rights, licenses, consents, and permissions to use materials incorporated in your content. For example, if you include background music or stock footage, you must have the rights to use it in the manner required by the Brand. You will not include any third-party trademarks, copyrighted material, or individuals' images in your content without permission (except as allowed under fair use or campaign direction, like using the Brand's own logo as instructed). No unlawful content: You must not deliver any content that is defamatory, obscene, promotes violence or illegal activity, or otherwise violates our Acceptable Use rules (detailed later).

If a campaign involves you receiving the Brand's confidential information (e.g., an unreleased product or campaign strategy), you must use that information only for the purpose of the campaign and keep it confidential (also see Confidentiality section below).

Payment Terms for Creators

Creators will be paid for their work through the Clero platform. Earnings and Fees: The compensation for each campaign will be specified in the campaign terms – this could be a fixed project fee, a per deliverable rate, or other structure (for instance, $500 for an Instagram post and story). Clero may charge the Brand a separate fee; however, that does not reduce your agreed payout unless explicitly stated (Clero's fees are typically added on top of your rate and paid by the Brand). In some cases, Clero might handle payments as an agent of the Brand. Regardless, you will see your net amount due for each campaign. Payment Process: After you deliver content and the Brand accepts it (or does not dispute it within a set timeframe), Clero will mark the project as completed. We will then process your payment. Payments will usually be issued through our payment provider to the payout method you have on file (e.g., direct deposit, PayPal, etc.). The timing might vary; for example, we might issue creator payments every two weeks or within X days after project completion. The specific timing may be communicated on the platform (e.g., "payments are processed within 15 business days of approval"). We strive to pay creators promptly. However, if the Brand delays approval or if there is a dispute, payment may be held until resolved. By using Clero, you agree that Clero acts as the payment agent on your behalf to collect funds from the Brand and then pay you. As long as you deliver work as promised, you should not need to chase the Brand for payment – Clero handles that. If a Brand fails to pay or goes bankrupt, Clero will attempt to still pay you, but we cannot guarantee payment if the Brand does not fulfill its payment obligation to us (we will be transparent and work out a solution, potentially involving partial payment or legal action against the Brand).

Taxes: You are responsible for reporting your earnings and paying any taxes due in your jurisdiction. Clero may collect certain tax-related info from you (such as a W-9 for US citizens or W-8BEN for foreign creators) and will issue IRS Form 1099 or other required tax documents for U.S. creators who earn above the threshold. The amounts paid to you will be reported as required by law. We do not withhold taxes from your payouts (unless mandated by law in specific cases). If any taxes (like VAT) apply to your services, you are responsible for those.

Non-Circumvention: Clero has helped you connect with Brands; as such, you agree not to circumvent the platform in your dealings. Specifically, you will not solicit or accept payments outside of Clero for projects initiated on Clero, and you won't work directly with a Brand you met on Clero for new projects for a period of [12 months] from the last campaign unless that Brand or you pay a reasonable opt-out fee to Clero or obtain our written permission. This is to protect our business model and the investment we make in bringing you opportunities. Violating this rule could result in suspension and possibly legal action for recovery of lost fees. We trust you to be collaborative on the platform, and in return we continue bringing you clients.

Content Ownership and Licenses

- Your Ownership: As a Creator, you retain ownership of the original intellectual property rights in the content you create, unless explicitly agreed otherwise (such as a work-for-hire or assignment in a specific campaign contract). This means, by default, you own the copyright in the photos, videos, designs, or text you create. Clero does not claim ownership of your content; however, by using our platform, you are granting certain licenses as described below to allow the content to be used by the Brand and by Clero. - License to Brand: When you create and deliver content to a Brand via Clero, you agree to grant the Brand a license to use that content for its intended purpose. The specifics of that license (scope, duration, exclusivity) should be outlined in the campaign agreement you accept. For example, a campaign might specify that the Brand can post the video on its social media and website for one year. If not explicitly detailed, by default you grant the Brand a worldwide, perpetual, non-exclusive, royalty-free license to use, reproduce, publish, distribute, and adapt the content you created for the Brand's own business purposes (particularly marketing and promotion). The Brand's license is subject to any restrictions noted in the project (for instance, if you specifically negotiated that they must credit you or they cannot resell the content, those conditions apply). You agree that the Brand can edit or modify the content as reasonably needed for their use (e.g., adding their logo, cropping, or combining with other media), provided it doesn't distort your work in a defamatory way. Once the Brand has the license, they are free to use the content within those bounds, and you won't revoke this license later. If the Brand desires exclusivity (meaning you cannot use the content elsewhere or create similar content for the Brand's competitors), that must be clearly agreed in writing as it usually involves additional compensation. In short, you keep ownership, but the Brand gets broad rights to use the content. This is common in influencer and freelance creative agreements. - License to Clero (Tokko Labs): By uploading content to Clero or creating it as part of a campaign, you grant Clero (Tokko Labs, Inc.) a license to use your content and name/likeness for the purpose of operating and promoting the platform. Specifically, we have a worldwide, royalty-free right to host, store, transmit, display, and create derivative works of your content as needed to provide the service (e.g., we generate thumbnails, we might format a video for web streaming, etc.). We may also use your delivered content or excerpts of it in our marketing materials or case studies to show off what our creators can do – for instance, showing a snippet of a successful Brand campaign (this is part of promoting you and Clero). However, we will not sell or license your content to third parties for unrelated use without your permission. Our license to your content is non-exclusive (you can still use your content for other purposes, subject to Brand's usage rights) and perpetual/irrevocable (meaning, for example, if you leave Clero, we may still have historical content like a campaign example in our archive). This license to us is necessary so that we don't infringe your rights by having your content on our servers or using it in our portfolio. Note: If a content usage involves your personal image or likeness (say you appear in the video), we'll limit promotional uses of that content to those that are tasteful and related to Clero's services, respecting your personal brand. - Your Use of Content: You have the right to use the content you created for personal or professional portfolios (to showcase your work) unless the Brand requested confidentiality or exclusivity. However, you should avoid using the Brand's content in a way that competes with the Brand's campaign. For example, you shouldn't sell the exact content to another party. Typically, influencer-type content can be reposted by you as part of your social media (often Brands want you to post it too), but if the agreement says the Brand has an exclusive on usage for a period, abide by that (e.g., maybe you can't publish the content elsewhere for 30 days if exclusivity was agreed). When in doubt, get clarity in writing. - Third-Party IP: If your content includes any third-party intellectual property (e.g., licensed music, or another person's content), you must have secured the rights for the Brand (and Clero) to use it. You should inform the Brand if any attribution or limitations come with those third-party elements. You will be responsible for any consequences if you include unlicensed material.

Acceptable Use and Prohibited Conduct

As a Creator on Clero, you must adhere to high standards of professionalism and legality. In addition to the general Acceptable Use rules that apply to all users (outlined under Brand Terms and platform policies), the following are particularly important for Creators:

- No Fraud or Misrepresentation: Do not provide false information about your identity, skills, or experiences. Do not attempt to deceive Brands (for example, claiming credit for someone else's work or using bots to inflate your follower counts). - No Circumvention or Solicitation: As noted, you must conduct project-related communications and payments on Clero. Do not solicit Brands to pay you off-platform or to work around Clero. Also, do not share other creators' private info or encourage others to leave the platform. - Respect Others: Treat Brands, Makers, and Clero staff with respect. No harassment, hate speech, or abusive behavior will be tolerated. If a Brand is difficult or violates terms, involve Clero support rather than responding in kind. - Content Standards: Any content you upload or share on Clero (including your profile, messages, delivered work, etc.) must meet our content standards: no illegal content, no pornography or sexually explicit material involving minors (absolutely prohibited), and no content that is obscene, defamatory, or incites violence or discrimination. Creative content might sometimes be edgy or humorous, but ensure it doesn't cross into prohibited areas, especially in communications. - No Malware or Security Violations: Obviously, do not upload viruses or malicious code. Don't attempt to hack or gain unauthorized access to any part of the platform. - Follow Campaign Rules: If a Brand's campaign has specific rules (e.g., "don't reveal this product until launch date"), you must follow them. Also, if a Brand requires that you not mention certain things or that you include certain disclaimers, comply with those instructions as they often tie to legal compliance. - Confidentiality: If a Brand or Clero shares confidential info with you (non-public business info, unreleased products, campaign strategy, etc.), you must keep it confidential and not use it for any purpose outside the campaign. For instance, if you get early access to a tech product to promote it, you shouldn't leak details before the agreed date. Similarly, respect any NDA (Non-Disclosure Agreement) terms if provided. - No Plagiarism / Authentic Engagement: The content you create should be original. Do not plagiarize others' content. Also, if part of your service is posting on your social media, do not use fake engagement (like buying likes or comments) – Brands expect genuine influence. - Platform Feedback: You may have opportunities to review Brands or provide feedback. Be honest and fair in reviews. Do not post false negative reviews as retaliation or false positive ones to game the system. And do not orchestrate with other creators or brands to manipulate ratings or platform algorithms.

Clero reserves the right to remove you from a campaign or suspend/terminate your account if you violate these standards. Consequences: If you engage in prohibited conduct, we may take actions such as warnings, removal of content, cancellation of campaigns, forfeiture of payments (if the violation involved fraud or non-delivery), suspension or termination of your account, or even legal action if warranted. We aim to be fair – minor issues might result in a warning and guidance, while severe breaches (like illegal activity or serious harassment) can result in immediate termination. If your account is terminated for misconduct, you may forfeit any future use of the platform and possibly any pending payouts related to wrongdoing.

Confidentiality and Non-Disclosure

As a Creator, you may receive confidential information from Brands or Clero. You agree not to disclose or use any confidential information obtained through the platform for any purpose outside of fulfilling the relevant campaign. Confidential information includes any non-public business information, marketing plans, technical data, trade secrets, or personal data about individuals that you might come across. For example, you might learn about a Brand's upcoming product launch before it's public – this must be kept confidential. Or Clero might share non-public features or tips with you as a top creator – similarly, keep that to yourself unless told otherwise. This confidentiality obligation continues even after you stop using Clero. If in doubt whether something is confidential, err on the side of caution and ask the discloser.

Independent Work and Non-Exclusivity

You are free to work on other platforms or directly with clients outside Clero (just not with those you met on Clero, as per non-circumvention, for a period). Clero does not require exclusivity – you can use similar competitor platforms unless you have agreed separately not to. We do not restrict you from engaging in any other employment or contract work. However, ensure you manage your time so that you can meet Clero commitments. Also, you should not share one Brand's confidential info with another or reuse distinctive content between competing brands in a way that causes conflict. If you believe an upcoming campaign might conflict with an existing commitment (like promoting two competing brands in the same week), you should disclose that to the affected Brand or decline one to avoid conflict of interest.

Disclaimers

No Guarantee of Income or Engagements: Clero is a marketplace – we facilitate connections but do not guarantee that you will receive any minimum number of project opportunities or any income. The volume and quality of opportunities may vary based on market demand and your profile. We provide the platform "as is" without warranties of any kind. Clero does not guarantee success of any content or any specific results from your use of the platform. For example, we make no warranty that you will find a matching campaign or that the platform will be continuously available or error-free. We also cannot guarantee the actions or reliability of Brands. While we vet Brands to some extent, we are not liable for a Brand's behavior or performance. Use your judgment and report any issues. If you have a dispute with a Brand, we will try to assist, but we do not assume liability for the Brand's obligations.

Limitation of Liability

To the fullest extent permitted by law, Tokko Labs (Clero) will not be liable to you for any indirect, incidental, consequential, special, or punitive damages, or any loss of profits, revenue, business opportunities, or data, arising out of or in connection with your use of the Clero platform, even if advised of the possibility of such damages. Our maximum liability to you for any claims arising from the service or these Terms will not exceed the total amount of fees we have paid you in the 6 months prior to the claim (or $100 if no fees paid). We do not exclude liability for things that cannot be excluded by law, such as liability for personal injury caused by our gross negligence or for our fraud. However, remember that we are not providing the creative services – you are – so our liability related to your work product or interactions is very limited. We provide a platform and will do what is in our control to ensure fairness (like handling payments), but many factors are outside our control (for instance, how the public reacts to content you create, or a Brand's feedback).

Indemnification

You agree to indemnify and hold harmless Tokko Labs, Inc. (Clero) and its officers, directors, employees, and agents from any and all third-party claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Creator Terms or any warranty herein; (b) your content or provision of services (for example, any claim that the content you created infringes someone's IP rights, or that your conduct in a campaign violated a law); or (c) your negligence or willful misconduct. In other words, if we get sued or incur costs because of something you did in connection with Clero – like you used copyrighted music without permission and the rights owner sues us – you will be responsible for covering our costs/losses. We will notify you of any such claim and may allow you to handle the defense, but we reserve the right to assume defense if necessary. This indemnity continues after you stop using Clero.

Termination of Creator Account

You have the right to terminate your Creator account at any time by giving us notice (or using any self-service account deletion, if available). However, if you have any active campaigns, you must either complete them or cancel with notice to the Brand (which could harm your standing). Clero may terminate or suspend your Creator account at any time, with or without notice, for any reason including a breach of these Terms, misconduct, or if we cease offering the service. If termination is due to your breach or misconduct, we may cancel any upcoming campaigns and you may not be entitled to any fees for incomplete work (and could be required to refund advance payments if any). If we terminate for convenience (not due to your fault), we'll attempt to let you finish any in-progress engagements or compensate for work done. Upon termination, you must cease using any Clero branding or identification as a Clero creator. Provisions of these Terms that should survive (licenses granted to Brands and Clero, indemnities, limitation of liability, etc.) will survive termination.

Dispute Resolution and Governing Law

These Creator Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict of laws principles. Any disputes arising from or relating to these Terms or the Clero platform shall be resolved in the courts located in Delaware (state or federal), and you consent to the jurisdiction of those courts. You also agree to waive any objection that Delaware is an inconvenient forum. However, we may choose to handle disputes through arbitration as described in the general Terms (if applicable). In such case, the arbitration would take place in Delaware or a mutually agreed location. No Class Actions: Similar to the Brand Terms, you agree any dispute will be resolved on an individual basis and not as part of a class or consolidated action.

Miscellaneous

These Creator Terms, along with any additional agreements you sign on the platform (like a campaign SOW or separate NDA) and our Privacy Policy, constitute the entire agreement between you and Clero regarding your creator use of the platform. If any part of these Terms is held invalid, the rest remains in effect. Our failure to enforce any right or provision is not a waiver of that right. You may not assign these Terms or any rights hereunder without our written consent (except you can assign payments to a personal company of yours if you notify us); we can assign our rights to a successor or affiliate. No agency or employment is created here (we covered that under Relationship). If you have agreed to any campaign-specific terms, those should be considered in harmony with these – if there is a direct conflict, the campaign-specific term might override for that engagement, otherwise these Terms control.

Feedback

We welcome feedback from creators to improve Clero. If you provide suggestions or ideas ("Feedback"), you agree that Clero can use them freely without any compensation to you, and that we own any improvements or features that may result. (This just means you won't claim intellectual property rights if we implement your idea in our platform.)

Contact

If you have any questions about these Terms or need to reach us, you can contact Clero support at support@clero.com. We strive to support our creator community and resolve any issues in good faith.

Thank you for being a valued part of Clero's creator network. We appreciate your creativity and professionalism. By following these Terms, you help maintain a safe and productive environment for all users.