1. Overview of Services



a. Platform Role


i. Plug Software Limited provides a platform where Brands can connect with

Influencers for campaign collaborations. We act as an intermediary, managing all

interactions between Brands and Influencers.



b. Account Creation


i. Brands

To use our services, Brands must create an account and provide accurate

information about their business, logo, and campaign brief.

ii. Influencers

Influencers must also create an account and provide accurate personal and

professional information.



2. Campaign Process and Contractual Agreement





a. Booking Requests and Contract Formation


i. Brands

When a booking request is made through the Plug platform, and an Influencer

accepts that request, a legally binding contract ("Contract") is established

between the Brand, the Influencer, and Plug Software Limited as the

intermediary. This Contract obligates all parties to adhere to the terms of the

booking request, including the agreed-upon content format, publication date, and

compensation.



ii. Influencers

By accepting a booking request through the Plug platform, you agree to the

terms outlined in the request, forming a Contract between you, the Brand, and

Plug Software Limited. This Contract ensures that you will create and publish

content as specified in the request, and in return, Plug Software Limited, on

behalf of the Brand, will compensate you as agreed.



3. Content Creation and Submission





a. Brands

Once an Influencer accepts your booking request, you are contractually obligated to

honor the terms of the request, including allowing the Influencer to publish the content

on the agreed-upon date and format. You should also ensure to provide all necessary

support (if required) for the influencer to create that content and meet the agreed terms.

b. Influencers

Upon acceptance of a booking request, you are obligated under the Contract to create

and submit the agreed-upon content in the specified format and by the specified

publication date. Failure to do so may result in breach of contract and may affect future

opportunities on the platform.



4. Revisions Policy





a. Brand


i. During the proposal review process, the Brand may request reasonable

adjustments to the Influencer's proposed content to ensure alignment with the

campaign goals and specifications as outlined in the booking agreement. Such

requests must be reasonable and within the scope of the original agreement.



ii. After the content is produced, the Brand may: request up to two (2) minor revisions

for text/image content and three (3) minor revisions for video content provided

these are within the original agreed scope and are to ensure alignment with

campaign goals and specifications



iii. After the content is published, the Brand may request revisions only for factual

errors, legal, security, or compliance issues.



b. Influencer

While Brand input is valued and considered, the Creator retains ultimate creative control

over the content's final form, style, and execution. The Brand's requested adjustments

are intended to achieve alignment with campaign objectives, not to dictate the Creator's

artistic expression or creative process.



5. Payment Obligations



a. Brands

Plug Software Limited will handle the payment to the Influencer on your behalf, as

outlined in the Contract. The payment process will be initiated upon the successful

publication of the content in accordance with the terms of the Contract.



b. Influencers

You will receive payment from Plug Software Limited once you fulfill your obligations

under the Contract by creating and publishing the content as agreed. Payment will be

processed through our platform in accordance with the agreed schedule.



6. Communication



a. Brands

All communication with Influencers will be managed by Plug Software Limited. You

agree not to engage directly with Influencers outside of our platform processes unless

agreed in writing.

b. Influencers

All campaign-related communication will be handled through Plug Software Limited. You

agree not to engage directly with Brands unless facilitated by us.



7. Campaign Updates



a. Brands
Plug Software Limited will keep you informed of all campaign developments. Brands must

respond to all communications within the following timeframes:

(i) Days 1-10 of the campaign: within twenty-four (24) business hours;

(ii) Day 11 through the end of the campaign: within forty-eight (48) business hours.

Response time is measured from the time of original communication on any business day.

Failure to meet these response times may result in campaign delays, revised timelines, or

additional fees, for which Plug Software Limited shall bear no liability. Chronic or repeated non-

compliance will be treated as a material breach of these Terms, and Plug Software Limited

reserves the right to pause or terminate the campaign, or charge for additional management

time incurred as a direct result.



b. Influencers

You are responsible for staying informed about campaign updates and responding promptly to

ensure smooth execution. Influencers must respond to all communications within the following

timeframes within forty-eight (48) business hours.

Plug reserves the right to cancel the booking without reservation in the event of

unresponsiveness to follow-up emails after a 72 business hours grace period.



8. Compensation and Payments



a. Payment Terms


i. Brands

You will be charged a service fee, to be included in your invoice. This fee covers

all services provided by Plug Software Limited and is separate to any service

fees you will also be charged for your campaign budget, also managed by Plug.



ii. Influencers

Every booking request will be subject to a standardized content review and

approval process prior publication and to payment for work being processed.

Influencers must submit a content proposal or draft video version (for video

content only) which is subject to Brand approval prior to publication. Payments

will be processed every Friday after the booking has been completed (final

material approved by brand).



b. Payment Processing

i. Brand

All payments to Plug will be invoiced and payable by ACH or direct bank transfer.

ii. Influencers

All payments will be handled through Stripe unless the creator is in a country

where Stripe is not available. In such cases, the creator must create a custom

invoice that contains their direct deposit information, and agrees to shoulder the

wire transfer fees.ç

iii. Both parties

Both parties must provide accurate payment details. Plug Software Limited is not

responsible for delays or errors caused by incorrect information.

iv. Payment Processor Verification and Payment Holds

Influencers are solely responsible for completing any identity verification, onboarding,

or compliance requirements imposed by Plug's payment processor(s), including

Stripe, or their underlying banking partners in order to receive payments. Plug

Software Limited bears no liability for any delays, holds, or withholding of funds

resulting from an Influencer's failure to complete such requirements, or from any

action taken by a payment processor, including Stripe, or banking partner in

connection with the Influencer's account. Plug Software Limited will make

reasonable efforts to notify the Influencer of any known payment hold but is

under no obligation to intervene in or resolve disputes between the Influencer

and any payment processor or banking partner.



c. Taxes


i. Brands and Influencers

Each party is responsible for any applicable taxes on payments received. Plug

Software Limited does not withhold or pay taxes on your behalf.

d. Creator Fees

i. Service Fee

When we recommend an Influencer for a campaign, a 10% service fee is

deducted from the Influencer's payment. This fee is separate from any Stripe

transfer fees.



ii. Net Payment

Influencers will receive the amount they offered for the campaign, minus the 10%

Plug service fee and any applicable Stripe fees. Example: If an Influencer's listed

price is $100, they will receive $100 minus the 10% Plug fee ($10) and any Stripe

fees.

e. Unused Campaign Funds

i. If the campaign comes in under budget, the Brand is entitled to a refund of any

prepaid and unused funds.

ii. Plug must identify and report any unused funds to the Brand within 5 business

days of campaign completion, then return the refund within fifteen business days

of the final reconciliation.


iii. Refunds will be made via the original payment method unless otherwise agreed in

writing.



9. Content and Intellectual Property



a. Ownership of Content


i. Brands

You acknowledge that the content created by Influencers (excluding any Brand

Materials as defined below) is their intellectual property and agree to use it in

accordance with these Terms. Brand grants to Influencer a non-exclusive,

revocable, worldwide license to use any materials owned or licensed by Brand

(e.g. Brand trademarks) that Brand authorizes Influencer to use to create the content ("Brand Materials"). Influencer will immediately take down or remove any

content created for Brand if instructed to do so by Brand.



ii. Influencers

You retain ownership of all content you produce, excluding any Brand Materials.

The Brand may reshare this content as per the campaign agreement but may not

modify or reuse it without your explicit permission.The Influencer shall not

repurpose, resell, or license campaign content to other brands or third parties

without the express written consent of the Brand.

b. Use of Brand Materials

i. Influencers

You may be provided with Brand Materials (e.g., logos, images) by the Brand for

campaign content. These materials must be used solely for the campaign and in

accordance with any guidelines provided by both the Brand and Plug Software

Limited.



c. Compliance, Ethics & Reputation Protection

i. Influencer

The Influencer agrees not to post, engage in, or promote any content that:


● Contains false, misleading, defamatory, or disparaging statements about

the Brand or its competitors;


● Violates any laws, including advertising, data protection, or intellectual

property laws;


● Includes hate speech, offensive material, politically divisive statements, or

content that could harm the Brand's reputation;


● Promotes the use of illegal substances, violence, or any controversial

material that conflicts with the Brand's image.


● Any violation of the above are considered a material breach of contract,

and constitutes a serious breach of this Agreement.

As a consequence of

such a breach, the Brand may take one or more of the following actions:


1. immediately terminate the Agreement;


2. refuse to make any further payments to the Influencer;


3. require the Influencer to return all payments already received; and


4. pursue legal action to recover any losses or damages suffered by

the Brand, including, but not limited to, damage to the Brand's

reputation, legal costs, and any financial losses resulting from the

breach.



d. Reposting and Content Boosting


i. Reposting Influencers may repost or reshare campaign content across their own

social media channels and platforms, provided it remains unaltered and

continues to comply with the campaign brief and any applicable advertising

disclosure requirements. Influencers may not repost campaign content in a

manner that implies endorsement of a competing brand, or repurpose it for a

third-party campaign, without the express written consent of the Brand and Plug

Software Limited.



ii. Paid Boosting Any requirement for the Influencer to boost or amplify campaign

content through paid promotion must be explicitly agreed upon prior to the

campaign launch, including the agreed budget, duration, and targeting
parameters. The Influencer is not obligated to fund any paid promotion from their

own resources unless expressly stated in the original campaign agreement.



10. Responsibilities and Conduct



a. Professionalism


i. Brands

You agree to provide clear, accurate, and timely information to Plug Software

Limited and respond to campaign updates promptly.


ii. Influencers

You agree to conduct yourself professionally, meet deadlines, follow briefs, and

maintain clear communication with Plug Software Limited.



b. Compliance with Laws


i. Brands and Influencers

Both parties agree to comply with all applicable laws, regulations, and industry

standards. Non-compliance may result in termination of services.



c. Confidentiality


i. Brands

You may receive confidential information about Influencers, and vice versa. Both

parties agree not to disclose this information to third parties without the other's

permission.



ii. Influencers

You may receive confidential information about the Brand and its campaigns.

You agree to maintain confidentiality and not disclose this information to third

parties.



d. Use of Brand and Logo Materials

i. Plug Software Limited reserves the right to use the Brand's or Influencer's logo,

name, and other brand materials on our website, platform, or related promotional

materials to fulfill campaign obligations. This includes presenting these materials

to potential collaborators, showcasing them on our platform, or using them in

promotional content directly related to the agreed-upon campaign. However, if

either the Brand or the Influencer wishes to place additional restrictions on the

use of their materials, they reserve the right to issue a Non-Disclosure

Agreement (NDA) between themselves and Plug Software Limited. This NDA will

define the specific terms under which brand materials can be used, ensuring

additional confidentiality and control.



e. Disputes


i. Influencer

Influencer will not commit any act which brings Brand into public disrepute,

contempt, scandal, or ridicule, or which insults or offends the general community

to which Brand's marketing and publicity materials are directed, or which might

tend to injure the success of Brand or any of its products or services, including

disparaging Brand, its products or services, or its competitors. Influencer will not violate any applicable laws and regulations in performing its obligations under

these Terms, including, without limitation, the FTC Endorsement Guides at

https://www.ecfr.gov/current/title-16/chapter-I/subchapter-B/part-255. Influencer

will not violate any laws, such as the CAN-SPAM Act of 2003 and similar laws

regarding unsolicited communications, when promoting the Content.



11. Limitation of Liability



a. Disputes


i. Plug Software Limited is not liable for any disputes or issues that arise between

either Party

b. Service Availability

i. While we strive to ensure the uninterrupted operation of our platform, Plug

Software Limited do not guarantee that our services will always be available,

error-free, or secure.

c. Indirect Damages

i. Neither party shall be liable to the other party for any indirect, incidental, or

consequential damages, including lost profits or opportunities, arising from this

Agreement or the use of our services.

d. Indemnification

i. "Claims" means all liabilities, losses, damages, costs (including reasonable

attorneys' fees), and expenses.

ii. Brand

The Brand shall indemnify and hold harmless the Influencer, Plug Software

Limited, and their respective affiliates (the "Influencer and Plug Indemnified

Parties") from any Claims arising from: (i) the Brand's breach of this Agreement

or the campaign-related Contract; (ii) claims that Brand Materials infringe any

third-party rights; (iii) the Brand's products or services (except where caused by

the Influencer's breach); (iv) the Brand's violation of applicable laws; or (v) the

Brand's negligence or willful misconduct.

iii. Influencer

The Influencer shall indemnify and hold harmless the Brand, Plug Software

Limited, and their respective affiliates from any Claims (defined below) arising

from: (i) the Influencer's breach of this Agreement or the campaign-related

Contract; (ii) claims that Influencer Content infringes any third-party rights; (iii) the

Influencer's violation of applicable laws; or (iv) the Influencer's negligence or

willful misconduct.

iv. Plug Software Limited

We shall indemnify and hold harmless the Brand, the Influencer, and their

respective affiliates (the "Brand and Influencer Indemnified Parties") from any

Claims arising from: (i) Plug Software Limited's breach of this Agreement; (ii)

claims that the Plug Software Limited Platform infringes any third-party rights; (iii)

Plug Software Limited's violation of applicable laws; (iv) Plug Software Limited's

negligence or willful misconduct; or (v) a data breach of the Platform (except

where caused by the Brand or Influencer).

v. Indemnification Procedure

The Indemnified Party will promptly notify the Indemnifying Party of any Claim.

The Indemnifying Party will control the defense and settlement, but cannot settle

in a way that admits liability for the Indemnified Party without their consent. The

Indemnified Party may participate in the defense at its own expense. Failure by

an Indemnified Party to give prompt notice to the Indemnifying Party will only

relieve the Indemnifying party of its indemnification obligation to the extent that

the Indemnifying Party is prejudiced by the delay.

vi. Direct Damages

Each party is only responsible to the other for direct damages. Unless there is

gross negligence, intentional misconduct, or where the law doesn’t allow it, the

total amount either party can be held liable for (across all claims) is limited to the

total fees paid in the year the issue happened.



12. Termination and Cancellation



a. Termination by Brands


i. You may cancel your subscription at any time through your account settings.

However, any ongoing campaigns must be completed before cancellation.

Except as otherwise expressly provided in this Agreement (including, without

limitation, Section 8(e)), no refunds will be provided for any fees already paid.



ii. The Brand may terminate any agreement with the Influencer at any time without

liability if the Influencer:


● Breaches any terms of this Agreement or applicable laws;


● Engages in behavior that could harm the Brand's reputation, including

controversial or offensive content;


● Fails to deliver high-quality content as per campaign guidelines;


● Attempts to negotiate payments outside the Plug platform.



b. Termination by Influencers


i. You may terminate your account at any time. However, any obligations related to

ongoing campaigns must be fulfilled before termination.



c. Termination by Plug Software Limited


i. We reserve the right to terminate access to our platform for any party which

materially breaches these Terms or if their conduct is, in our reasonable

judgement, materially detrimental to our business, the integrity of the platform, or

other users. In such cases, no refund will be issued.



13. Governing Law and Dispute Resolution



a. Governing Law


i. These Terms are governed by the laws of the state of Delaware, United States,

without regard to its conflict of laws principles.



b. Dispute Resolution


i. Any disputes, claims, or controversies arising out of or relating to these Terms,

including the breach, termination, enforcement, interpretation, or validity thereof,

shall be resolved exclusively through binding arbitration conducted in the State of

Delaware, United States. The arbitration shall be administered in English and

shall follow the rules set forth by the applicable arbitration body. The decision of the arbitrator(s) shall be final and binding on all parties, and judgment on the

arbitration award may be entered in any court having jurisdiction.



14. Miscellaneous



a. Amendments


i. Plug Software Limited may update these Terms periodically. Plug will provide at

least fifteen (15) days notice of any material changes by email or platform

notification. Continued use of our services after such changes constitutes

acceptance of the revised Terms.

b. Severability

i. If any provision of these Terms is found to be invalid or unenforceable, the

remaining provisions will continue in full force and effect.



c. Entire Agreement


i. These Terms constitute the entire agreement between you, Plug Software Limited,

and the other party regarding the use of our platform and services.

ii. For any questions or concerns regarding these Terms, please contact us at

team@plug.dev