Sovian Terms of Service

Effective Date: January 1, 2026 Last Updated: July 30, 2026

These Terms of Service (“Terms”) govern your access to and use of the websites, applications, dashboards, APIs, and other services operated by Sovian, a sole proprietorship based in Edmonton, Alberta, Canada (“Sovian,” “we,” or “us”), including the marketing site at sovian.app, the brand app at app.sovian.app, the creator app at creators.sovian.app, the admin app at admin.sovian.app, the Sovian mobile app, and any related product (collectively, the “Services”).

Please read these Terms carefully. They contain important provisions about payments, content ownership, dispute resolution, and — in Section 20 — a class-action waiver.

PART I — TERMS APPLICABLE TO EVERYONE

1. Acceptance and Eligibility

1.1 Agreement. By creating a Sovian account, accepting these Terms in-product, funding a Campaign Wallet, enrolling in a subscription or free trial, accepting a Campaign Participation Agreement, or otherwise accessing the Services, you agree to these Terms and every policy or Additional Agreement incorporated here by reference. If you use the Services on behalf of a company, brand, agency, or other organization, you represent that you have authority to bind that entity, and “you” refers to both you and that entity.

1.2 Age. You must be at least 18 years old and legally capable of entering a binding contract. The Services are not offered to minors, even with parental consent. We may ask for proof of age at any time and suspend or close any account that does not satisfy this requirement.

1.3 Location and Sanctions. You may not use the Services if doing so would violate applicable law, if you are located in a jurisdiction subject to comprehensive Canadian, U.S., U.K., E.U., or U.N. sanctions, or if you are a person or entity with whom Sovian or its payment providers are prohibited from doing business.

1.4 Changes. We may update these Terms from time to time. When we do, we will post the updated version and revise the effective date. For material changes we will provide additional notice in-product or by email. Changes apply prospectively from the stated effective date, and continued use of the Services after that date is acceptance, except where applicable law requires separate consent.

2. Definitions

• “Additional Agreement” means an order form, master services agreement, statement of work, Campaign Participation Agreement, campaign settings, subscription enrollment, or any other written or electronic agreement covering a specific use of the Services.
• “Brand” or “Client” means a company, agency, advertiser, or organization that uses the Services to recruit, contract, communicate with, or pay Creators, or to administer Campaigns.
• “Campaign” means a creator, ambassador, influencer, or UGC engagement administered through the Services, including ambassador, influencer, and UGC-ads campaign types.
• “Campaign Participation Agreement” or “CPA” means the per-campaign independent-contractor agreement electronically accepted by Sovian, a Brand, and a Creator, along with the campaign brief, description, scripts, payout configuration, and any exhibits.
• “Campaign Wallet” or “Wallet” means the limited-purpose ledger balance inside the Services that reflects funds a Brand has made available through Stripe to cover Sovian fees, Creator compensation, bonuses, and other Campaign obligations.
• “Creator” means an individual who creates a Sovian account to apply for or participate in Campaigns, deliver content, or receive payment.
• “Deliverable” means any video, photo, story, livestream, script, caption, raw file, edit, ad, or other output required by a Campaign.
• “Sovian Content” means the Services and everything Sovian provides in connection with them — software, interfaces, templates, briefs, contracts, analytics, dashboards, documentation, and design — other than User Content.
• “User Content” means content, data, communications, campaign materials, briefs, scripts, media, and other information a user submits through the Services.

3. What the Services Are

3.1 Platform. Sovian provides a technology platform for brand-driven creator campaigns and related sourcing, contracting, tracking, analytics, payment, and managed-service capabilities. The specific Services provided to a given Brand may be described in an Additional Agreement. We may introduce, change, suspend, or discontinue features at any time, subject to any express commitment in a signed agreement.

3.2 No Performance Guarantee. Sovian does not guarantee Creator availability, application volume, posting cadence, engagement, views, conversions, revenue, ROAS, geographic distribution, platform approval, or any other outcome unless a signed Additional Agreement expressly states a specific guaranteed result and remedy.

3.3 Automation and AI. The Services use automated systems, machine learning, and third-party AI providers to rank creators, analyze public content, surface trends, detect fraud, generate campaign scaffolding, and improve the Services. Outputs may be incomplete or wrong and must be reviewed before being relied on. Sovian does not provide legal, medical, financial, or other professional advice through automated features.

3.4 No Fiduciary Relationship. Except for obligations Sovian expressly accepts in a CPA or another signed Additional Agreement, Sovian is not a fiduciary, trustee, escrow agent, employer, employment agency, talent agent, or advisor to any user. Nothing in these Terms, the Wallet, our analytics, our recommendations, or our support communications creates a special or fiduciary relationship.

4. Additional Agreements and Precedence

4.1 Additional Agreements. Some Services are governed by Additional Agreements — most commonly a CPA generated and accepted inside the Services. Electronic acceptance and the platform’s records of that acceptance have the same force as a handwritten signature to the fullest extent permitted by law.

4.2 Order of Precedence. Unless an Additional Agreement says otherwise, when there is a direct conflict the order of control is: (a) a signed master services agreement or order form between Sovian and a Brand; (b) the applicable CPA; (c) the campaign brief, campaign settings, and payout settings shown in the Services; and (d) these Terms. Each of the above controls only over the parties bound by it and only for its subject matter.

4.3 Sovian’s Baseline Protections. No agreement made only between a Brand and a Creator, and no side agreement Sovian has not expressly accepted, modifies Sovian’s own rights or obligations, including platform administration, payment recovery, fraud prevention, non-circumvention, intellectual property, indemnity, disclaimer, limitation-of-liability, and enforcement rights. Any waiver of those rights must be signed by an authorized Sovian representative.

4.4 Campaign-Level Variation. A CPA can vary compensation, deliverables, revision rules, deadlines, review periods, content availability, usage rights, paid-media rights, bonus structures, and other campaign-specific terms. Where a CPA expressly changes a default set out in these Terms for a given campaign, the CPA controls for that campaign.

5. Accounts, Verification, and Security

5.1 Accurate Information. You must provide accurate, current, complete information and keep it up to date. You may not create an account with false, misleading, or fabricated identity or business information.

5.2 Authorized Users. Entity accounts may allow owners, administrators, employees, contractors, and other authorized users to sign in. The account owner is responsible for choosing permissions, removing former users, and every action taken through its account or credentials by anyone with actual, implied, or apparent authority.

5.3 Verification. Sovian and its providers may require identity, business, age, tax, payout, or social-account verification, or reverification, at any time — especially where we see indicators of fraud, misuse, payment risk, or account compromise. Verification is handled through Stripe, Stripe Connect, and other providers under their own terms. Failure to complete verification may limit access, Campaign participation, Wallet withdrawals, and payouts.

5.4 Security. You are responsible for keeping your credentials, devices, connected social accounts, and payment methods secure, and for notifying [email protected] promptly if you suspect unauthorized use. We may act on instructions received through an authenticated session unless we have actual notice of compromise.

5.5 Related Accounts. We may identify and treat accounts as related where they share identity, contact information, payment methods, payout destinations, devices, IPs, social accounts, ownership, administrators, or coordinated activity. Where we reasonably conclude that related accounts are commonly controlled, used to evade restrictions, or involved in coordinated misconduct, we may review, restrict, or take enforcement action against them together. Transparently operated agency subaccounts remain permitted.

6. Communications

6.1 Electronic Notices. You consent to receive agreements, disclosures, notices, invoices, statements, campaign updates, and other records electronically — through email, in-app messages, push notifications, SMS, or other electronic means. Electronic delivery satisfies any requirement that a communication be in writing to the extent permitted by law.

6.2 Operational SMS. If you provide a mobile number you consent to receive operational and transactional texts about account security, campaigns, applications, approvals, deadlines, payments, and support. Frequency varies and message and data rates may apply. You can reply STOP where supported, though doing so may prevent delivery of important operational messages. We do not use SMS for marketing without any separately required consent.

6.3 Marketing. Where permitted by law, we may send marketing by email or push notification. You can opt out through the unsubscribe link or product settings while continuing to receive necessary transactional communications.

6.4 Recorded Meetings. We may use a visibly present recording, transcription, or note-taking tool in meetings. If you remain in a meeting after visible or verbal notice, you consent to recording and transcription to the extent permitted by law. Where applicable law requires more than notice, we will ask separately.

6.5 Delivery Limits. We are not responsible for communications that fail to reach you due to inaccurate contact details, spam filters, carrier restrictions, device settings, provider outages, or other circumstances beyond our reasonable control.

7. Privacy

Our Privacy Policy — available at sovian.app/privacy — describes how we handle personal information and is incorporated into these Terms.

8. Third-Party Services

8.1 Integrations. The Services connect to third parties: Stripe and Stripe Connect for payments and payouts; Cloudflare for CDN, edge networking, media delivery, and security; social platforms (TikTok, Instagram, YouTube, and others) for OAuth, tracking, and posting; third-party data providers for public platform metrics; PostHog for product analytics; Sentry for error monitoring; OpenRouter, Google Gemini, and other AI providers; email providers; and others. Your use of any third-party service is also governed by that provider’s terms.

8.2 No Control. We do not control third-party availability, outages, policy changes, account restrictions, ad rejections, data accuracy, security incidents, fee changes, settlement timing, or other acts or omissions of any third party. We may suspend or replace an integration when reasonably necessary for legal, security, operational, or provider-policy reasons.

8.3 Connected Accounts. By connecting a third-party account, you authorize Sovian and the relevant provider to exchange information within the permissions you grant. You are responsible for maintaining the required permissions and for disconnecting an integration you no longer want, subject to ongoing Campaign obligations.

9. Sovian Intellectual Property

9.1 Ownership. Sovian and its licensors own all right, title, and interest in the Services and Sovian Content — including software, interfaces, workflows, templates, contracts, designs, trademarks, databases, analytics methodologies, algorithms, and documentation — and all related intellectual-property rights.

9.2 License to You. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your personal or internal business purposes during the term of your authorized access.

9.3 Restrictions. Except where a restriction cannot be legally imposed, you may not copy, modify, sell, lease, sublicense, distribute, reverse engineer, decompile, disassemble, frame, mirror, scrape, extract, or make derivative works of Sovian Content.

9.4 Feedback. If you send us suggestions, ideas, or feedback, you grant Sovian a perpetual, irrevocable, worldwide, royalty-free right to use it, provided we do not publicly attribute the feedback to you without permission.

10. User Content and License to Sovian

10.1 Your Ownership. As between you and Sovian, you retain ownership of User Content you lawfully own, subject to the licenses granted in these Terms and any applicable Additional Agreement.

10.2 License to Sovian. You grant Sovian a worldwide, non-exclusive, royalty-free, fully paid, transferable, and sublicensable license to host, store, reproduce, format, adapt, transmit, display, distribute, analyze, and otherwise use User Content as reasonably needed to operate, secure, administer, improve, and market the Services; administer Campaigns and payments; produce analytics; prevent fraud; comply with law; and exercise rights under an Additional Agreement.

10.3 Marketing Use. We may use publicly posted Campaign content, non-confidential performance results, and Creator profile material to demonstrate and market the Services, subject to any confidentiality or publicity restriction in a signed enterprise agreement or CPA.

10.4 Your Warranties. You represent that you have all rights, permissions, licenses, releases, and lawful bases needed to provide User Content and to grant the rights above, and that your User Content does not violate any law, platform policy, confidentiality obligation, privacy right, publicity right, or intellectual-property right.

11. Confidentiality

11.1 Definition. “Confidential Information” is non-public information disclosed by or on behalf of Sovian, a Brand, or a Creator that is marked confidential or reasonably ought to be understood as confidential — including campaign briefs, unreleased products, pricing, strategy, customer data, credentials, analytics, and internal communications.

11.2 Duties. A recipient may use Confidential Information only as needed to use the Services or perform an Additional Agreement, and must protect it with at least reasonable care. Disclosure is permitted to personnel and professional advisors bound by confidentiality, or where legally required after providing notice where permitted.

11.3 Exclusions. Confidential Information does not include information the recipient can show was lawfully known without restriction, independently developed, lawfully received from a third party without duty, or made public without breach.

11.4 Survival. Confidentiality obligations survive termination for five years, except that trade secrets remain protected for as long as they qualify as trade secrets. Unauthorized disclosure may cause irreparable harm for which injunctive relief may be appropriate.

12. Prohibited Conduct

You may not use the Services to engage in, facilitate, encourage, or conceal any of the following:

• Illegal, fraudulent, deceptive, misleading, discriminatory, harassing, threatening, defamatory, exploitative, or unsafe conduct.
• Use of stolen payment methods, unauthorized charges, fabricated businesses, false invoices, self-payment schemes, money laundering, sanctions evasion, or transactions unrelated to bona fide Sovian Campaigns.
• Misrepresenting identity, age, location, company, affiliation, authority, social accounts, audience, metrics, campaign performance, or payment status.
• Creating or operating false, duplicate, shared, sold, transferred, impersonated, or unauthorized accounts — including AI-generated Creator avatars or someone else’s photograph as a Creator profile image.
• Buying, manufacturing, exchanging, or artificially inflating followers, views, impressions, likes, comments, shares, saves, clicks, or conversions via bots, click farms, device farms, engagement pods, undisclosed incentivized traffic, VPN or location manipulation, scripts, automation, or coordinated activity.
• Circumventing Sovian contracts, fees, payments, Wallet controls, campaign administration, verification, security, or enforcement.
• Scraping, crawling, harvesting, exporting, or using Sovian data, Creator contact information, or content through automated means without written authorization — including for a competing marketplace or recruiting service.
• Soliciting, onboarding, or diverting Creators to a competing service or unrelated opportunity using information obtained through Sovian, except as expressly permitted in writing.
• Uploading malware, harmful code, excessive traffic, or content designed to probe, disrupt, or gain unauthorized access to the Services or another account.
• Reverse engineering, benchmarking for competitive replication, or copying Sovian workflows, templates, contracts, pricing structures, or non-public functionality.
• Posting content that infringes intellectual-property, privacy, publicity, or confidentiality rights, or that violates applicable platform rules.
• Using the Services for an illegal product, illegal service, illegal claim, or unlawful targeting practice.
• Helping another person do any of the above or attempting to evade detection or enforcement.

13. Reviews and Ratings

Reviews and ratings must reflect a genuine Sovian transaction and may not be false, misleading, defamatory, retaliatory, irrelevant, coerced, or submitted through duplicate or affiliated accounts. Users may not buy or sell reviews, condition payment on a positive review, threaten retaliation for a negative one, or suppress a review through improper means. We may investigate, remove, decline to publish, annotate, or restrict any review we reasonably believe violates these Terms, applicable law, or review integrity. We do not endorse user reviews and do not guarantee their accuracy.

14. Monitoring, Investigations, and Enforcement

14.1 Monitoring. We may monitor and review account activity, campaigns, messages, User Content, connected social-account data, analytics, transactions, devices, IPs, and related records for support, security, quality, fraud prevention, payment administration, legal compliance, and enforcement purposes.

14.2 Cooperation. You must cooperate reasonably with our investigations and provide requested documents, communications, original media, native analytics, proof of account ownership, payment records, or other relevant information. Failure to cooperate may result in adverse action.

14.3 Enforcement. Depending on the situation, we may warn you, give you 48 hours to cure, remove content, reject a transaction, require reverification, restrict features, pause payments, archive campaigns, suspend or terminate accounts, prevent re-registration, offset amounts, or pursue legal and equitable remedies. We may act immediately, without a cure period, for fraud, impersonation, payment abuse, chargebacks, artificial engagement, illegal conduct, security risks, harassment, circumvention, or other material or repeated violations.

14.4 No Duty to Monitor. We have the right but not the duty to monitor everything. Enforcement in one case does not commit us to the same action in another.

15. Copyright Complaints

We respect intellectual-property rights and may remove or disable content alleged to infringe copyright. A notice should identify the copyrighted work, the allegedly infringing material and its location, your contact information, a good-faith statement that the use is unauthorized, a statement that the information in the notice is accurate and that you are authorized to act (under penalty of perjury where you are subject to such a requirement), and a physical or electronic signature. Send notices and any permitted counter-notice to: Sovian, Attn: Copyright Agent, Edmonton, Alberta, Canada, or [email protected]. We may terminate repeat infringers where appropriate.

16. Term, Suspension, and Termination

16.1 Term. These Terms begin the first time you accept or use the Services and continue until every account and subscription is terminated and every outstanding obligation is satisfied.

16.2 Your Termination. You may stop using the Services and delete your account through available settings, subject to active Campaigns, outstanding payment obligations, Additional Agreements, retention permitted under the Privacy Policy, and subscription cancellation rules.

16.3 Sovian’s Termination. We may suspend or terminate access with or without prior notice where reasonably necessary to protect the Services, other users, payment systems, or our legitimate interests, or to comply with law. For an ordinary remediable violation we may — but are not required to — offer a 48-hour cure window. No cure window is required for the circumstances in Section 14.3.

16.4 Effect on Brand Campaigns. If a Brand account is suspended, we may immediately archive active Campaigns, pause Creator work, restrict Wallet withdrawals, and notify affected Creators. Suspension does not eliminate accrued or committed payment obligations.

16.5 Effect on Creator Campaigns. A suspended or terminated Creator remains responsible for prior obligations and eligible for compensation properly accrued before suspension, subject to campaign requirements, dispute review, fraud holds, offsets, and other payment provisions. We may reassign or discontinue incomplete work.

16.6 Loss of Access. Upon suspension or termination, access to the Services and platform data may end immediately. We have no obligation to provide a post-termination export except where required by law or expressly agreed in writing.

16.7 Survival. Provisions on payment, content rights, confidentiality, investigations, non-circumvention, indemnity, disclaimers, limitations of liability, dispute resolution, and any other terms that by their nature should survive will survive termination.

17. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, SOVIAN CONTENT, ANALYTICS, RECOMMENDATIONS, AUTOMATED OUTPUTS, AND ALL RELATED FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SOVIAN DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

SOVIAN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR COMPATIBLE WITH EVERY DEVICE OR THIRD-PARTY SERVICE; THAT CONTENT OR ANALYTICS WILL BE ACCURATE OR AVAILABLE; THAT ANY USER WILL BE SELECTED, PAID, OR ACHIEVE A PARTICULAR RESULT EXCEPT UNDER THE EXPRESS CREATOR PAYMENT GUARANTEE IN SECTION C8; OR THAT ANY THIRD-PARTY PLATFORM WILL APPROVE, DISTRIBUTE, OR MAINTAIN ANY CONTENT OR ADVERTISEMENT.

Some jurisdictions do not allow certain warranty exclusions, so parts of this Section may not apply to you. Nothing in these Terms limits rights that cannot lawfully be waived.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOVIAN AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, GOODWILL, BUSINESS, OPPORTUNITY, OR DATA; COST OF SUBSTITUTE SERVICES; OR DAMAGES ARISING FROM THIRD-PARTY SERVICES, SOCIAL-PLATFORM ACTIONS, CREATOR OR BRAND CONDUCT, CAMPAIGN PERFORMANCE, OR UNAUTHORIZED ACCOUNT ACTIVITY, EVEN IF ADVISED OF THE POSSIBILITY.

SOVIAN’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) OR (B) THE AMOUNTS PAID BY THE CLAIMANT TO SOVIAN AS SOVIAN FEES DURING THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

This cap does not reduce a Creator payment amount finally determined to be owed under the Creator Payment Guarantee in Section C8, and it does not apply where liability cannot be limited by law. Each limitation applies independently and to the fullest extent permitted.

19. Indemnification

You will defend, indemnify, and hold harmless Sovian and its affiliates, officers, directors, employees, contractors, agents, payment partners, and licensors from claims, proceedings, losses, liabilities, damages, judgments, penalties, fines, costs, and reasonable attorneys’ fees arising from: (a) your use or misuse of the Services; (b) your User Content, products, services, claims, instructions, campaigns, or advertising; (c) your breach of these Terms or an Additional Agreement; (d) your violation of law, platform policy, or third-party rights; (e) fraud, artificial engagement, account compromise attributable to you, or payment disputes caused by your conduct; or (f) a dispute between you and another user, except to the extent caused by our gross negligence or willful misconduct where that exclusion is prohibited by law. We may take over the defense and settlement of any indemnified claim, and you may not settle in a way that admits fault by or imposes obligations on us without our written consent.

20. Dispute Resolution

20.1 Informal Resolution. Before starting any court proceeding, the party bringing the claim must send a written dispute notice — to [email protected] if Sovian is the responding party, or to the last contact information on file for the user if the user is the responding party — describing the dispute, the specific relief sought, and a phone number or email for a good-faith discussion. The parties will attempt in good faith to resolve the dispute for at least 30 days after the notice is received. Any limitation period is tolled during that 30-day window to the extent permitted by law.

20.2 Courts. After the informal-resolution period, either party may bring a dispute in a court of competent jurisdiction, subject to Section 21 (Governing Law). Smaller claims within the applicable jurisdictional limits may be brought in the applicable small-claims court.

20.3 Injunctive Relief. Either party may seek temporary, preliminary, or permanent injunctive relief in court at any time — including before or during the informal-resolution period — to protect intellectual property, Confidential Information, account security, platform integrity, data, payment systems, or non-circumvention rights.

20.4 Class-Action Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY AGREES TO BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE PROCEEDING. IF THIS WAIVER IS FINALLY HELD UNENFORCEABLE AS TO A PARTICULAR CLAIM, THAT CLAIM WILL PROCEED IN COURT ON AN INDIVIDUAL BASIS AND THE REST OF THIS SECTION WILL REMAIN IN EFFECT.

21. Governing Law

These Terms and any dispute arising out of or relating to them are governed by the laws of the Province of Alberta and the federal laws of Canada applicable there, without regard to conflict-of-law principles. The Court of King’s Bench of Alberta sitting in Edmonton has exclusive jurisdiction over court proceedings, and each party consents to personal jurisdiction and venue there, except where applicable law requires another forum — including small-claims and other courts of competent jurisdiction where a claim falls within their limits.

22. General

22.1 Entire Agreement. These Terms together with any applicable Additional Agreements make up the entire agreement on their subject matter and supersede prior or contemporaneous understandings on that subject. Headings are for convenience; “including” means “including without limitation”; singular includes plural. These Terms will not be construed against a party solely because it drafted them.

22.2 Assignment. You may not assign or transfer these Terms or an account without our prior written consent. We may assign these Terms in connection with a merger, financing, reorganization, sale of assets, corporate transaction, or to an affiliate or successor.

22.3 Severability. If any provision is invalid or unenforceable, it will be enforced to the maximum extent permitted, and the rest of these Terms will remain in effect.

22.4 No Waiver. Failing to enforce a provision is not a waiver. A waiver must be in writing and signed by an authorized representative.

22.5 No Third-Party Beneficiaries; Force Majeure. Except as expressly stated, these Terms create no third-party beneficiaries. We are not liable for delay or failure caused by events beyond our reasonable control.

PART II — BRAND, CLIENT, AND AGENCY TERMS

This Part II applies to every Brand, including agencies, advertisers, and their authorized users. If you act as both a Brand and a Creator, both Part II and Part III apply to the relevant activity.

B1. Brand Authority and Account Administration

B1.1 Authority. A Brand user represents that the user is authorized to act for and bind the Brand. The Brand is responsible for all administrators, employees, contractors, agency personnel, and other authorized users and for charges and commitments they make through the account.

B1.2 Accurate Business Information. The Brand must maintain accurate company name, contact information, billing details, website, business category, and other required information. We may request a W-9, formation document, authorization letter, website or app-store evidence, or other documentation to confirm legitimacy.

B1.3 Agency Administration. An agency acting for a Brand represents that it has authority to create Campaigns, communicate with Creators, approve Deliverables, grant advertising access, and incur charges within the permissions the Brand has given it. The agency and the Brand are jointly responsible for clarifying account permissions and funding obligations.

B2. Campaign and Regulatory Responsibility

B2.1 Products and Claims. The Brand is solely responsible for the legality, safety, quality, labeling, licensing, availability, and substantiation of its products, services, offers, and claims, and for the scripts, talking points, comparison claims, disclosures, disclaimers, targeting, and other instructions it supplies or approves.

B2.2 Advertising Compliance. The Brand must comply with all applicable advertising, endorsement, consumer-protection, privacy, communications, accessibility, election, gambling, health, medical, financial-services, age-restriction, and industry-specific laws and platform policies. The Brand may not direct a Creator to make a false, misleading, unsubstantiated, unlawful, or inadequately disclosed statement.

B2.3 Endorsement Oversight. The Brand must provide accurate disclosure instructions, monitor required disclosures, and promptly address noncompliant content. We may assist but do not assume the Brand’s regulatory duties.

B2.4 High-Risk Categories. We may (but are not required to) request additional documentation, disclosures, restrictions, or review for Campaigns involving political advocacy, gambling, health or medical products, financial products, age-restricted goods, or other heightened-risk subject matter. We may reject or discontinue any Campaign in our discretion. Illegal products, illegal services, illegal claims, and unlawful targeting are prohibited.

B3. Relationship Among Sovian, Brands, and Creators

B3.1 Sovian Engages Creators. For Campaigns governed by a CPA, Sovian engages the Creator as Sovian’s independent contractor for the limited purpose of producing the Deliverables for the benefit of the Brand. The Brand is an intended beneficiary of the Creator’s Campaign obligations, warranties, and content-rights grants.

B3.2 No Brand Employment Relationship. A Creator is not the Brand’s employee, agent, partner, joint venturer, or representative and has no authority to bind the Brand. The Brand will not represent otherwise or provide employment benefits, payroll treatment, or day-to-day control inconsistent with independent-contractor status, except as required by law.

B3.3 Brand Funding Obligation. The Brand is responsible to Sovian for funding all Creator compensation, bonuses, campaign expenses, and fees that accrue under a CPA, campaign settings, or other Additional Agreement — even where Sovian arranges payment to the Creator through Stripe Connect or another provider.

B3.4 Payment Infrastructure. Payment processing, settlement, custody, identity verification, and payouts are handled through Stripe and Stripe Connect, and other approved payment or financial-service providers. Sovian may act as the contracting principal, merchant, or payment administrator for a bona fide Campaign as reflected in the applicable agreement, but does not offer a general-purpose money-transfer service and does not accept funds for unrelated transfers.

B4. Subscriptions, Free Trials, and Auto-Renewal

B4.1 Plans. We may offer monthly, annual, usage-based, or custom Brand and agency subscriptions at the prices and limits displayed at enrollment or stated in an Additional Agreement. We may change plan features and prices prospectively, with price changes applying no earlier than the next renewal after any notice required by law.

B4.2 Auto-Renewal. Unless a signed Additional Agreement says otherwise, paid subscriptions automatically renew for successive periods of the same duration until canceled. By enrolling, the Brand authorizes Sovian and its payment processors to charge the payment method on file for recurring subscription fees and other disclosed charges at the beginning of each renewal.

B4.3 Free Trial. Eligible new Brand accounts may receive a free trial or promotional period as displayed at enrollment. Unless canceled before the trial expires, the selected paid plan begins automatically and the payment method on file will be charged. Eligibility and promotional terms may vary and may be revoked for abuse.

B4.4 Cancellation. A Brand may cancel a self-service subscription at any time through account settings. Cancellation is effective at the end of the current billing period. Access continues through that period unless suspended or terminated for breach. Cancellation does not produce a prorated or unused-time refund.

B4.5 Enterprise Agreements. Enterprise subscriptions and managed services are governed by the applicable master services agreement, order form, or statement of work, including any minimum term, renewal, notice, or termination commitment stated there.

B5. Campaign Wallet and Payment Authorization

B5.1 Limited-Purpose Wallet. The Campaign Wallet is a limited-use ledger feature reflecting funds a Brand has made available through approved payment providers for future Creator compensation, bonuses, Sovian fees, and related Campaign obligations. It is not a bank account, deposit account, prepaid account, trust account, escrow account, investment account, or general-purpose money-transfer service. Wallet balances do not earn interest and may not be transferred between unrelated users.

B5.2 Payment Providers. Wallet funding, refunds, payouts, and withdrawals are processed through Stripe, Stripe Connect, and other approved payment providers. Those providers control payment authorization, processing, settlement timing, payout methods, and transfers conducted through their systems. Stripe-funded deposits may settle to a Sovian bank account before Sovian makes corresponding funds available to Creators through Stripe Connect. The Wallet is an internal, limited-purpose ledger and does not represent a claim to specifically segregated funds.

B5.3 Withdrawal of Uncommitted Funds. A Brand may request withdrawal of its remaining uncommitted Wallet balance when it has no active Creator contracts, accrued Creator compensation, pending bonuses, unresolved payment disputes, anticipated reversals, active Campaign obligations, or other outstanding balances. Deposit and processing fees are earned when incurred and are not refunded. Withdrawals may be returned only through a method permitted by the applicable payment provider and may be delayed for risk review.

B5.4 Committed Funds. Wallet funds become committed when Creator compensation, bonuses, reimbursements, or other Campaign amounts accrue or are reflected as owed inside the Services, including in any “Total Owed” or equivalent amount shown on the payouts page. Committed funds are not withdrawable or refundable and may be applied to the corresponding obligation.

B5.5 Application and Offset. We may apply a Brand’s Wallet balance or other amounts we hold for that Brand against subscription charges, Sovian fees, Creator compensation, bonuses, refunds or adjustments connected to that Brand, payment reversals, chargebacks, direct processor costs, fraud losses attributable to that Brand or its authorized users, and other overdue obligations. We will not use one Brand’s funds to satisfy a liability attributable solely to an unrelated Brand.

B5.6 Stored Payment Authorization. The Brand authorizes Sovian and its processors to charge payment methods associated with the account for amounts disclosed at checkout, approved through the account, incurred under an Additional Agreement, reflected as Total Owed, or otherwise payable under these Terms — including Creator compensation, bonuses, overages, renewal fees, and amounts due after a payment dispute. Where a Brand disputes Creator eligibility, we may investigate for up to 10 business days before charging the amount if we determine the Creator is eligible.

B5.7 Permitted Wallet Uses. Wallet value may be used only for Sovian fees, Creator compensation, bonuses, refunds, adjustments, and other bona fide obligations arising from Sovian Campaigns or Services. Wallet value may not be transferred between unrelated users or used for person-to-person payments, remittances, cash-equivalent transfers, or transactions unrelated to Sovian.

B6. Fees, Refunds, and Campaign Cancellation

B6.1 Non-Refundable Fees. Except where required by law or expressly stated in a signed Additional Agreement, all Sovian fees are final, earned when charged or incurred, and non-refundable — including subscription, platform, setup, sourcing, strategy, campaign-management, creator-management, advertising-management, service, processing, and deposit fees; fees for work performed; and fees for resources or Creator capacity reserved.

B6.2 No Performance-Based Refund. Cancellation, non-use, dissatisfaction, changed business needs, Creator performance, campaign underdelivery, delays, social-platform outcomes, or failure to hit expected views, engagement, conversions, revenue, geographic distribution, or ROI do not create a right to a refund, credit, chargeback, fee reduction, or damages unless a signed Additional Agreement expressly states a specific remedy. We may voluntarily extend a Campaign, provide replacement opportunities, or offer credit as a customer accommodation without admitting liability or creating an ongoing obligation.

B6.3 Brand Termination for Convenience. If a Brand terminates or discontinues a Campaign for convenience: (a) all Sovian fees already charged, incurred, earned, invoiced, or attributable to work begun remain non-refundable and payable; (b) all Creator compensation, bonuses, expenses, and other amounts accrued or committed before termination become immediately due; (c) Creators are entitled to compensation for qualifying completed work and any prorated amount required by the applicable CPA; (d) non-cancelable commitments, reserved Creator capacity, and approved third-party expenses remain payable; and (e) only the remaining uncommitted Wallet principal may be withdrawn under Section B5.

B6.4 Termination for Brand Breach. If we suspend or terminate a Campaign or account because of payment failure, chargeback, fraud, misuse, circumvention, unlawful conduct, or another Brand breach, all accrued, committed, invoiced, and contractually guaranteed amounts become immediately due. Termination does not release the Brand from liabilities arising before or because of the breach.

B6.5 Sovian Cancellation Without Brand Breach. If Sovian permanently cancels a Campaign for reasons unrelated to Brand breach, the Brand’s exclusive monetary remedy is return of the unused and uncommitted Wallet principal attributable to that Campaign. Earned Sovian fees and payment-processing fees remain non-refundable.

B7. Campaign Funding and Creator Compensation

B7.1 Funding. The Brand must maintain sufficient Wallet funds or an approved payment method to cover expected Creator compensation, bonuses, and Campaign obligations. We may pause applications, new contracts, Deliverables, publishing, or payouts if funding is insufficient or at risk.

B7.2 Accrual. Creator compensation accrues based on the applicable CPA, campaign settings, payout configuration, and Sovian analytics. Amounts shown as Total Owed are due and committed, subject only to a timely good-faith dispute and Sovian review.

B7.3 Brand Dispute. A Brand disputing Creator eligibility must submit a formal dispute through the Services with supporting evidence. We may pause the disputed amount for up to 10 business days. If we determine the Creator satisfied the requirements, the amount becomes immediately due and we may charge the Wallet or stored payment method and arrange payment to the Creator.

B7.4 Undisputed Amounts. The Brand must fund and pay all undisputed amounts when due, even while a different amount is being reviewed. The Brand may not use setoff, chargeback, or withholding on unrelated amounts as leverage in a Campaign dispute.

B8. Billing Questions, Chargebacks, and Payment Disputes

B8.1 Review and Notice. The Brand must promptly review invoices, Wallet activity, statements, subscription charges, and Total Owed records. To the fullest extent permitted by law, a claimed billing error must be reported to [email protected] within 30 days after the charge, invoice, or statement first becomes available, with the disputed amount, an explanation, and supporting documents. Failure to give timely notice constitutes acceptance of the charge for contractual purposes, except where applicable law provides a non-waivable longer period or remedy.

B8.2 Good-Faith Resolution Before Chargeback. Before initiating a chargeback, payment reversal, bank dispute, or similar proceeding, the Brand must contact us and give us a reasonable opportunity — generally at least 10 business days where practicable — to investigate and resolve the issue. This does not eliminate a non-waivable statutory right, but it is a material condition of using the Services.

B8.3 Authorized Charges. Charges initiated or approved by an account owner, administrator, employee, contractor, agent, agency, or other person with actual, implied, or apparent authority to use the Brand account or payment method are authorized Brand charges, except to the extent the activity resulted solely from Sovian’s failure to maintain commercially reasonable security after we received notice of compromise.

B8.4 Improper Disputes. A Brand may not initiate or encourage a chargeback or reversal for an authorized transaction, Services delivered or made available under the applicable agreement, accrued Creator compensation, a non-refundable fee, dissatisfaction with performance, or as a substitute for Sovian’s cancellation and dispute procedures. A Brand may not falsely describe an authorized charge as fraudulent or unauthorized.

B8.5 Consequences. If a charge is disputed, reversed, withheld, or at material risk, we may immediately suspend the account, archive active Campaigns, pause Creator work, restrict Wallet withdrawals, prevent new engagements, and offset the disputed amount against Brand funds. Undisputed obligations remain due.

B8.6 Amounts Due After Reversal. If a chargeback or reversal is denied, withdrawn, found to concern an authorized charge, or otherwise resolved in Sovian’s favor, the reversed amount becomes immediately due. To the extent permitted by law, the Brand must reimburse direct processor fees, collection costs, and reasonable costs incurred responding to an improper dispute.

B8.7 Evidence Authorization. The Brand authorizes Sovian to provide any bank, issuer, card network, payment processor, dispute administrator, insurer, law-enforcement authority, or court with relevant Terms, Additional Agreements, electronic acceptance records, invoices, communications, usage records, campaign activity, Creator contracts, Deliverables, approvals, Wallet records, device and IP information, and other evidence reasonably necessary to investigate, defend, or resolve a payment dispute.

B8.8 Legitimate Rights Preserved. Nothing in this Section prevents a cardholder from reporting a genuinely unauthorized transaction or exercising a right that cannot lawfully be waived. Knowingly false, misleading, duplicative, or bad-faith disputes are a material breach.

B9. Deliverable Review, Rejection, and Acceptance

B9.1 Review Period. Unless the applicable CPA states another period, the Brand has 5 calendar days after submission to review and accept or reject a Deliverable. Silence after the review period is acceptance.

B9.2 Timing of Rejection. A Brand rejection must occur before publication or, if the Deliverable is posted before review is complete, no later than 48 hours after it goes live. A rejection must be communicated through the Services or another Sovian-approved channel and must identify the reason.

B9.3 Approval Discretion and Good Faith. The Brand may exercise reasonable approval discretion and reject work that does not satisfy the CPA, campaign brief, legal requirements, platform policies, or quality requirements. A late, retaliatory, fraudulent, bad-faith, pretextual, or clearly unrelated rejection does not eliminate accrued Creator compensation.

B9.4 Sovian Determination. We may make the initial determination whether a rejection was timely and whether compensation is payable through the Services. We may override a Brand rejection for payment administration where we reasonably find the rejection late, fraudulent, retaliatory, in bad faith, or unrelated to the agreed requirements. That determination does not prevent a party from pursuing formal remedies under Section 20.

B9.5 Revisions. Revision rights, limits, and deadlines are governed by the applicable CPA. Requests must remain within the agreed scope and be made in good faith. We are not responsible for unlimited or materially expanded revisions not included in the agreement.

B10. Content Rights and Campaign Usage

B10.1 CPA Controls. Content ownership, licensing, usage duration, exclusivity, paid-media rights, raw-file delivery, and portfolio restrictions are governed first by the applicable CPA. A Brand may negotiate and modify those provisions through the Services, and an express modification controls over the defaults below.

B10.2 Default Usage License. Unless the CPA expressly narrows the rights, the Creator grants the Brand and Sovian a worldwide, perpetual, irrevocable after payment or when eligible compensation becomes finally due, royalty-free, transferable, and sublicensable non-exclusive license to use, reproduce, repost, publish, display, distribute, transmit, edit, crop, format, translate, combine, create derivative works from, and otherwise exploit the Deliverables across websites, applications, social media, email, digital and physical marketing, internal materials, and other channels.

B10.3 Paid Media and Likeness. Unless the CPA says otherwise, the default license includes paid social and digital advertising, whitelisting, TikTok Spark Ads, Meta partnership ads, amplification, and use of the Creator’s name, image, voice, likeness, social handle, and performance embodied in the Deliverables for the permitted uses. Platform-specific permissions remain subject to platform rules and the Creator’s required cooperation.

B10.4 Raw Footage. Raw footage, project files, alternate takes, and source assets are required only if the CPA or Deliverable requirements expressly include them.

B10.5 Third-Party Materials. The Brand is responsible for materials, trademarks, music, claims, scripts, and assets it supplies. The Creator is responsible for third-party materials the Creator independently selects. Responsibility for infringement or an unlawful claim will be allocated to the party that supplied, directed, or knowingly approved the problematic material, subject to the applicable indemnity.

B11. Paid Advertising Services

B11.1 Limited Authorization. If the Brand enables advertising services, the Brand authorizes Sovian to access and act inside the Brand’s designated advertising accounts solely to provide the requested Services and within permissions, campaign parameters, budgets, and limits established or approved by the Brand. We may create, configure, modify, monitor, pause, and administer campaigns; use advertiser IDs and access tokens; receive conversion and purchase data; and administer Spark Ads codes, partnership-ad permissions, and similar authorizations.

B11.2 Brand Control. The Brand retains control of its advertising accounts, overall budgets, payment methods, and objectives. We will not intentionally exceed an approved total Campaign budget without Brand authorization. The Brand is responsible for reviewing permissions and active campaigns and for charges the advertising platforms impose directly.

B11.3 Customer Lists. If the Brand directs us to upload or use customer lists or audience identifiers, the Brand represents that it has provided every required notice, obtained every required consent, and has every lawful basis and right necessary for the intended targeting and platform use. We may refuse or discontinue an upload we reasonably believe is unlawful or noncompliant.

B11.4 Creator Revenue-Share Compensation. If a CPA calculates Creator compensation as a percentage of advertising spend, revenue, purchases, or another performance measure, the Brand must fund the amount determined by our campaign and payout settings and available platform data, subject to the stated measurement rules.

B11.5 Advertising Disclaimers. We are not responsible for ad rejections, account restrictions or suspensions, platform policy or algorithm changes, attribution discrepancies, delayed or missing events, tracking limitations, Creator revocation of permissions, platform outages, conversion loss, or any particular performance or return on advertising spend.

B12. Invited Creators and Uploaded Data

B12.1 Invites. A Brand may upload email addresses or social handles to invite potential Creators. An invited person must affirmatively opt in and create an account before participating or providing additional account information. A social handle may be stored before the individual joins solely to support invitation, sourcing, and matching workflows.

B12.2 Brand Warranty. The Brand represents that it has the right and lawful basis to provide uploaded data and to request the intended invitation or use, and that its communications comply with applicable privacy, email, and text-messaging laws. We may require the Brand to document consent or another lawful basis.

B12.3 No Sensitive or Unnecessary Data. The Brand must not upload payment-card information, bank credentials, government identification, health information, highly sensitive consumer data, or other information not reasonably necessary for the enabled feature unless we expressly authorize the upload in writing.

B13. Creator Information and Permitted Communications

B13.1 Marketplace Visibility. Before engagement, a Brand may view profile, portfolio, social, campaign-history, rating, and analytics information made available through the Services for both the Sovian creator pool and the Brand’s own address book. Creator email and phone information generally become available only after the Creator is contracted or hired, unless the Creator separately authorizes disclosure.

B13.2 Permitted Use. A Brand may use Creator information only to evaluate, administer, communicate about, and perform legitimate Sovian Campaigns and related engagements. A Brand may not sell, export, scrape, enrich, repurpose, or use Creator information for unrelated marketing, mass solicitation, competing recruitment, or onboarding to another creator platform.

B13.3 Competitor and Diversion Misuse. Using Sovian information to recruit Creators to a competing marketplace, agency, payment service, or off-platform relationship without written approval is a material breach and may constitute circumvention. We may suspend access, seek injunctive relief, recover liquidated damages under Section B14, and pursue additional actual damages where legally available without duplicative recovery.

B14. Non-Circumvention

B14.1 Restriction. During your use of the Services and for 24 months after the later of (a) your introduction to another user through Sovian or (b) completion of the most recent Sovian-facilitated Campaign, contract, or payment between you, Brands, agencies, and Creators may not, without our prior written approval, directly or indirectly enter into, renew, extend, route, or facilitate a content-creation, ambassador, influencer, advertising, or similar engagement with one another outside the Services, or make or receive payment for Sovian-sourced work outside the Services.

B14.2 Indirect Circumvention. The restriction applies to activity through affiliates, related entities, employees, agents, agencies, competing platforms, replacement entities, payment intermediaries, referrals, or other arrangements whose purpose or effect is to avoid Sovian fees, contracts, payment systems, or oversight.

B14.3 Pre-Existing Relationships. The restriction does not prohibit a relationship you can document existed independently before the Sovian introduction and that was disclosed to Sovian promptly after the introduction. We may grant written exceptions at our discretion.

B14.4 Liquidated Damages. The parties acknowledge that circumvention causes losses that are difficult to calculate — lost fees, payment revenue, data, renewal value, and marketplace investment. For each prohibited engagement, contract, or payment arrangement, the breaching user agrees to pay liquidated damages equal to the greater of (a) $1,000 or (b) the fees Sovian would reasonably have earned from the prohibited transaction, as a reasonable estimate of loss and not a penalty, plus unpaid fees and equitable relief necessary to stop continuing circumvention. We will not recover duplicative damages for the same loss.

B15. Publicity and Case Studies

Unless a signed enterprise agreement says otherwise or the Brand opts out in writing before publication, the Brand grants Sovian permission to identify the Brand by name and logo in customer lists, sales materials, and factual descriptions of the relationship, and to use publicly available Campaign content and non-confidential aggregated performance results in case studies and marketing. We will not disclose Brand Confidential Information. Enterprise agreements control where they require written approval.

B16. Brand Indemnity and Heightened-Risk Campaigns

Without limiting Section 19, the Brand will defend, indemnify, and hold harmless Sovian and affected Creators from claims, investigations, losses, fines, penalties, chargebacks, and expenses arising from Brand products or services; Brand-supplied or approved claims, scripts, disclosures, targeting, customer lists, trademarks, music, or materials; product defects or injuries; regulatory noncompliance; political, gambling, health, medical, financial, or age-restricted Campaigns; advertising-account activity requested by the Brand; or the Brand’s breach of Campaign funding or payment obligations, except to the extent caused by Sovian’s or the Creator’s independent misconduct.

PART III — CREATOR TERMS

This Part III applies to every Creator. Creators may use Sovian without a paid subscription unless a specific feature expressly says otherwise.

C1. Creator Eligibility, Identity, and Account Integrity

C1.1 Personal Account. A Creator account may be created and used only by the individual Creator it identifies. You may not create an account for another person, let another person perform through the account, sell or transfer the account, share credentials, or maintain multiple Creator accounts without our written approval.

C1.2 Accurate Identity. You must use your correct legal name as the display name, your actual city and location, an accurate date of birth, current contact information, and a current profile photo that genuinely depicts you. You may not use an AI-generated avatar, another person’s image, a materially altered identity image, a false location, or an impersonated social account.

C1.3 Profile Information. All optional profile information — school or university, gender, portfolio materials, uploaded samples, social links — must be accurate, lawfully provided, and kept current.

C1.4 Verification. You must complete identity, payout, age, tax, social-account, or other verification we or our providers require, and may be required to reverify when fraud, misuse, account sharing, or payment risk is suspected. Identity and payout verification is handled through Stripe, Stripe Connect, or another provider we designate. We do not generally store the underlying identification documents used by those providers.

C1.5 Verification Badges. Sovian may display verification badges on Creator profiles — including a system-verified “blue” badge and an admin-assigned “top” badge reserved for prolific creators and larger influencers. Badges may be granted, denied, or revoked at our discretion based on our then-current criteria. A badge is not a guarantee of any particular Campaign outcome.

C1.6 Consequences. Identity misrepresentation, AI avatars, impersonation, false location, account transfer, duplicate accounts, or failure to verify may result in immediate suspension, permanent termination, loss of eligibility for affected earnings, reversal or forfeiture of amounts connected to the misconduct, and other remedies permitted by these Terms and law.

C2. Independent Contractor Relationship

C2.1 Contractor of Sovian. For each Campaign governed by a CPA, you provide services as an independent contractor of Sovian for the limited purpose of producing the Deliverables for the benefit of the Brand. You are not an employee, agent, partner, joint venturer, or representative of Sovian or the Brand, and have no authority to bind either.

C2.2 Control and Method. Subject to the required Deliverables, deadlines, legal requirements, platform rules, and brand-safety standards, you control the manner, means, location, schedule, tools, and creative process used to perform the work. You may accept or decline opportunities and are not guaranteed any minimum amount of work.

C2.3 Expenses, Benefits, and Taxes. Unless a CPA says otherwise, you supply your own equipment and bear all expenses. You are not eligible for wages, overtime, unemployment benefits, workers’ compensation, health benefits, retirement benefits, paid leave, or other employee benefits from Sovian or the Brand. You are responsible for your own taxes and filings, subject to any withholding required by law.

C2.4 No Exclusivity. Unless a CPA says otherwise, you may perform services for others, including competitors, provided you comply with confidentiality, conflict, exclusivity, and content restrictions expressly accepted for a Campaign.

C3. Campaign Participation Agreements

C3.1 Binding Campaign Terms. Before participating in a paid Campaign, you may be required to electronically accept a CPA stating the Brand, Campaign, Deliverables, compensation, payment rules, term, content requirements, availability period, usage rights, and other Campaign-specific terms. Sovian may accept the CPA electronically through platform activation, countersignature, or processing of the engagement.

C3.2 Review Before Acceptance. You must review the CPA and campaign brief before accepting. Do not accept a Campaign you cannot complete or whose usage, exclusivity, content, or compensation terms are unacceptable.

C3.3 Contract Precedence. Express CPA terms override these Terms for Campaign-specific subjects. For example, a CPA that expressly limits usage rights to 90 days overrides the perpetual default for that Campaign. Sovian’s platform, payment, fraud, enforcement, non-circumvention, indemnity, disclaimer, and dispute protections remain in force unless we expressly agree otherwise.

C4. Creator Performance and Compliance

C4.1 Performance. You must personally perform the accepted work professionally, on time, and in accordance with the CPA, campaign brief, approved instructions, platform policies, and applicable law. You must communicate promptly about delays, conflicts, access issues, or other circumstances affecting completion.

C4.2 Authentic Performance. You may not buy or artificially generate followers, views, impressions, engagement, clicks, conversions, or other metrics. Prohibited methods include bots, click farms, device farms, engagement pods, undisclosed paid or incentivized traffic, VPN or location manipulation, scripts, account farms, and coordinated activity designed to misrepresent genuine audience response.

C4.3 Account and Handle Integrity. You must post through the approved account and keep the required social handles connected during the Campaign and its measurement period. A handle change or loss of access must be reported promptly and, where reasonably possible, within 48 hours.

C4.4 Cooperation. You must provide reasonable proof of performance — including original files, native analytics, screenshots or exports, account-ownership evidence, posting links, and other information needed to verify compliance, payment, or fraud concerns.

C5. Deliverable Submission, Revisions, and Approval

C5.1 Submission. Deliverables must be submitted through the method and by the deadline stated in the CPA or campaign settings. Submission does not itself guarantee approval or payment if campaign requirements remain incomplete.

C5.2 Brand Review. Unless the CPA says otherwise, the Brand has 5 calendar days after submission to accept or reject a Deliverable. Silence is acceptance. If content is posted before review is complete, rejection must occur within 48 hours after it goes live.

C5.3 Revisions. Revision obligations and limits are controlled by the CPA. You must complete reasonable, timely, in-scope revisions the Brand requires. You are not required to perform materially expanded work or unlimited revisions unless you expressly agree.

C5.4 Bad-Faith Rejection. A late, retaliatory, fraudulent, bad-faith, or clearly unrelated rejection does not eliminate otherwise accrued compensation. We may make the initial payment-administration determination under Section B9.

C6. Content Availability and Early Removal

C6.1 Default Availability. Unless the CPA says otherwise, each approved Deliverable must remain publicly accessible on the required account for at least 3 months after the Campaign or Creator contract ends. You may not voluntarily delete, hide, archive, restrict, materially alter, or make the Deliverable inaccessible during that period.

C6.2 Permitted Removal. Early removal is permitted where required by law, required by a social platform for reasons not caused by your breach, necessary to address a credible safety threat, or requested in writing by Sovian or the Brand. You must notify us promptly and cooperate with any replacement, documentation, or mitigation reasonably requested; we do not guarantee replacement content to the Brand.

C6.3 Brand Breach. If the Brand materially breaches its payment obligations, you may remove the affected Deliverables after you have received all compensation owed for them, unless the CPA provides a different remedy.

C6.4 Remedies for Voluntary Early Removal. If you voluntarily remove or restrict content early without a permitted reason, we may require restoration where reasonably possible; suspend or terminate your account; disqualify unpaid compensation or bonuses tied to the affected content; recover or offset a reasonable prorated portion of compensation previously paid for the required live period; and treat repeated or deliberate removal as a material breach. Any recovery or forfeiture will be reasonably connected to the affected Deliverables, unperformed availability period, and resulting loss.

C7. Compensation and Performance Measurement

C7.1 Earning Compensation. Unless the CPA says otherwise, base compensation is earned when you complete every applicable Campaign requirement. If a Brand terminates for convenience, you earn compensation for qualifying completed work and any prorated amount specified or reasonably determined under the CPA for work completed before termination.

C7.2 Controlling Records. Sovian analytics, campaign settings, payout settings, connected-platform data, and platform records determine Deliverable counts, qualifying performance, compensation, bonuses, caps, and measurement windows, absent manifest error. Where API data is unavailable, we may accept native analytics screenshots or exports reasonably satisfactory to us.

C7.3 Tracking and Attribution. Which of your posts count toward a given Campaign is determined by the campaign type set for that Campaign — ambassador (all posts from the dedicated account), influencer (posts referencing the campaign’s tags or @mentions), or UGC-ads (specific delivered URLs only) — together with the join anchor (only posts published on or after your Campaign activation), the campaign’s tracking filter (influencer only), and Sovian’s fraud and integrity gates. Amounts related to posts we determine were published outside the anchor, do not match the campaign’s tracking rule, or resulted from invalid or artificial activity are not payable.

C7.4 Invalid Activity. We may exclude paid, incentivized, non-human, duplicated, manipulated, fraudulent, or otherwise invalid activity from every compensation calculation. Artificial engagement is a material breach and may affect all related Deliverables and accounts.

C7.5 Bonuses and Revenue Shares. Bonus thresholds, stacking rules, measurement dates, view windows, caps, revenue-share formulas, and eligibility requirements are controlled by the CPA and campaign payout configuration. Metrics accruing after the stated window do not count unless the CPA says otherwise. Content must remain compliant and accessible to qualify.

C7.6 Statements. We may make payment statements or calculations available through the Services. Report a suspected calculation error promptly and within any CPA dispute window. We may correct manifest errors, duplicate payments, and overpayments.

C8. Creator Payment Guarantee and Nonpayment Claims

C8.1 Guarantee. Subject to this Section, Sovian guarantees payment of eligible Creator compensation under a CPA electronically executed through the Services when you fully complete the applicable Campaign requirements, comply with the CPA and these Terms, and satisfy identity, payout, tax, analytics, and verification requirements. We may arrange payment through Stripe Connect or another provider.

C8.2 Formal Claim Required. If eligible compensation is not received because a Brand fails to fund or pay, you must submit a formal nonpayment dispute through the Services. The dispute must be submitted within 30 days after the latest of: (a) the Campaign ending or being terminated; (b) the applicable payment becoming due; or (c) your last substantive written communication with the Brand about the unpaid amount. An untimely claim is not covered by the guarantee unless we agree otherwise or applicable law requires.

C8.3 Evidence and Review. You must identify the unpaid amount and provide requested evidence. We may review the CPA, Deliverables, campaign settings, analytics, communications, approvals, posting history, and other records for up to 10 business days after receiving a complete claim. The Brand and Creator must cooperate.

C8.4 Determination and Payment. If we determine that you completed the requirements and the amount is eligible, we will arrange payment of the eligible amount and may charge or recover the amount from the Brand. Our determination controls administration of the payment through the Services but does not prevent formal remedies under Section 20.

C8.5 Exclusions. The guarantee does not cover off-platform work or agreements, amounts not documented in a CPA or campaign settings, untimely claims, incomplete or rejected work, unclosed performance windows, non-qualifying metrics, fraudulent or manipulated activity, identity or account violations, content removed in breach, taxes or lawful withholding, amounts already paid, or amounts determined against you after review.

C8.6 Fraud and Extended Holds. The ordinary 10-business-day review does not limit our ability to impose a longer fraud or compliance hold under Section C9 where warranted.

C9. Payment Holds, Reversals, Offset, and Forfeiture

C9.1 Fraud and Compliance Holds. We may delay, withhold, suspend, offset, or reverse a payout for up to 180 days where we reasonably suspect fraud, identity misrepresentation, account sharing, payment abuse, artificial engagement, invalid traffic, circumvention, infringement, unlawful conduct, misuse, or another material violation; where a payment is subject to reversal or chargeback risk; or where requested by a payment provider, bank, social platform, or governmental authority.

C9.2 Extended Proceedings. We may extend a hold beyond 180 days to the extent reasonably necessary to comply with law or complete an active processor, card-network, bank, law-enforcement, litigation, arbitration, tax, or chargeback proceeding.

C9.3 Ineligible or Recoverable Amounts. We may withhold, reverse, offset, or deem ineligible an amount that: (a) was obtained through fraud, impersonation, artificial engagement, invalid traffic, duplicate accounts, stolen payment methods, or materially false information; (b) relates to Deliverables not completed or not compliant with the CPA; (c) relates to content voluntarily removed or restricted during the required availability period; (d) was paid in error or is a duplicate or overpayment; (e) is subject to a refund, reversal, chargeback, legal restraint, or processor instruction; (f) is necessary to compensate losses caused by your breach; or (g) is otherwise required or permitted by law.

C9.4 Cross-Campaign Offset. We may apply amounts otherwise payable to you against amounts you owe Sovian arising from any Campaign or account, including overpayments, duplicate payments, chargebacks, refunds, fraud losses, and damages reasonably connected to your conduct.

C9.5 Proportionality. Except during an active investigation, any final forfeiture will be limited to amounts reasonably connected to the violation, resulting losses, affected Deliverables, or unpaid obligations. Nothing in this Section requires us to release funds while material risk remains unresolved.

C10. Payout Verification and Taxes

C10.1 Payment Provider Onboarding. Payouts are processed through Stripe Connect or another provider we designate. You must complete required identity verification, sanctions screening, payout setup, and tax onboarding through the provider and keep payout information accurate.

C10.2 No Complete Payment Credentials. We do not store complete bank-account or payment-card numbers. We may receive payout status, verification status, transaction identifiers, last-four information, tax status, and other records needed to administer payments, fraud, and disputes.

C10.3 Taxes. You are responsible for all taxes arising from your Sovian compensation. Sovian, Stripe, or another applicable paying entity may collect tax information, issue tax forms, or withhold amounts where required by law. You must not provide false tax information and should consult an independent tax advisor.

C11. Content Ownership, Usage Rights, and Portfolio Rights

C11.1 Creator Ownership. Unless the CPA expressly assigns ownership, you retain ownership of original Deliverables, subject to the licenses and rights granted in the CPA and these Terms.

C11.2 Default License. Unless the CPA expressly narrows the rights, you grant the Brand and Sovian the default rights described in Section B10, including perpetual organic and paid-media use, editing, derivative works, Spark Ads, Meta partnership ads, and use of your name, image, voice, likeness, and handle. The full license becomes irrevocable upon payment of the applicable compensation or when eligible compensation becomes finally due under the Creator Payment Guarantee.

C11.3 Campaign Modifications. A negotiated CPA term controls. For example, an express 90-day usage period overrides the perpetual default for that Campaign. You are responsible for reviewing and negotiating any desired limitation before acceptance.

C11.4 Raw Files. You must provide raw footage or project files only if the CPA or Deliverable requirements expressly require them.

C11.5 Portfolio Use. After a Deliverable is publicly released, you may ordinarily display it in a personal portfolio and describe the factual collaboration, unless the CPA, a confidentiality obligation, an exclusivity restriction, or a written Brand instruction expressly prohibits or delays portfolio use.

C11.6 Moral Rights. To the extent permitted by law and necessary for the licensed uses, you waive and agree not to assert moral rights, rights of integrity, or similar rights in the Deliverables, except to the extent a CPA expressly preserves them.

C12. Endorsements and Third-Party Rights

C12.1 Honest Endorsements. You must express honest opinions and actual experiences and must not make a claim you know or should know is false, misleading, or unsupported. You must clearly and conspicuously disclose material connections as required by law, the campaign brief, and platform tools.

C12.2 Third-Party Materials. You may not include unlicensed music, footage, photographs, fonts, trademarks, locations, private information, or another person’s name, image, voice, or likeness. You must obtain the necessary releases and permissions for third-party materials or participants you independently select.

C12.3 Brand-Supplied Claims. You may reasonably rely on Brand-supplied product facts and approved scripts unless they are facially unlawful, obviously false, or inconsistent with your actual experience. You must tell us about a concerning instruction and may not knowingly publish unlawful content.

C12.4 Takedown and Correction. You must reasonably cooperate with a Sovian or Brand request to correct, disclose, edit, pause, or remove content for legal, compliance, safety, or brand-protection reasons. Such a request does not automatically eliminate compensation already earned unless the issue resulted from your breach.

C13. Creator Non-Circumvention

The non-circumvention restrictions and remedies in Section B14 apply equally to Creators. You may not accept or solicit off-platform contracts or payment for Sovian-sourced work — including through an agency, affiliate, competing platform, alternate account, or other intermediary — without our prior written approval. A violation may result in suspension, termination, offset, liquidated damages, and injunctive relief.

C14. Suspension, Termination, and Accrued Compensation

C14.1 Immediate Suspension. We may immediately suspend you for fraud, identity or location misrepresentation, AI-avatar use, account sharing, payment abuse, artificial engagement, invalid traffic, harassment, illegal content, circumvention, security risk, repeated Campaign violations, or failure to cooperate with verification or investigation.

C14.2 Ordinary Cure. For a remediable, non-material violation, we may offer 48 hours to cure at our discretion. Failure to cure may result in termination.

C14.3 Accrued Compensation. A suspended or terminated Creator remains eligible for compensation properly accrued through the suspension date, subject to completion requirements, prorated termination terms, dispute review, fraud holds, offsets, reversals, early-removal remedies, and other payment conditions.

C14.4 No Future Work or Access. Suspension or termination ends any right to new Campaigns and may immediately end platform access. We may notify affected Brands, archive or reassign incomplete engagements, preserve relevant records, and prevent you from creating another account.

PART IV — CONTACT AND ACCEPTANCE

Sovian A sole proprietorship Edmonton, Alberta, Canada

• General: [email protected]
• Legal notices and billing disputes: [email protected]
• Privacy: [email protected]
• Copyright: [email protected]

By clicking to accept, signing electronically, creating or using an account after these Terms become effective, enrolling in a subscription or free trial, funding a Wallet, or accepting a Campaign Participation Agreement, you acknowledge that you have read, understood, and agreed to these Terms — including the auto-renewal provisions and the class-action waiver.