Terms of Service

1. Introduction; Acceptance of Terms

These Terms of Service (the "Terms") form a legally binding agreement between you and BloxClips Marketing LLC, a California limited liability company ("BloxClips," "we," "our," or "us"), governing your access to and use of our website, mobile or desktop applications, APIs, and related services and platform (collectively, the "Service").

By creating an account, accessing the Service, submitting content, posting a campaign, or clicking any "I agree," "Accept," or similar control, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must not use the Service.

These Terms apply to three categories of users: Clippers, Brand Clients, and Visitors (each as defined below). Sections of these Terms apply to the role you occupy. If you act in more than one role, the relevant sections apply to you in each role.

2. Definitions

• Account means a registered user account on the Service.
• Brand Client or Sponsor means a person or entity that engages BloxClips to commission Clips for a marketing campaign.
• Campaign means a marketing project established by a Brand Client on the Service, including its budget, brief, and required parameters.
• Clip means any video, audio, image, edit, or other content created or submitted by a Clipper for a Campaign.
• Clipper means an independent contractor who creates and submits Clips through the Service.
• Content means any material posted, uploaded, transmitted, or otherwise made available through the Service, including Clips and Source Materials.
• Source Materials means raw footage, scripts, talent appearances, music, or other assets provided by a Brand Client to BloxClips for the purpose of creating Clips.
• Service has the meaning set out in Section 1.
• Visitor means any person who accesses the Service without a registered Account.
• Third-Party Platform means any external service or platform on or through which Clips are distributed or measured, including YouTube, TikTok, Instagram, Facebook, X, and similar services.

3. Eligibility

3.1 Minimum age. You must be at least eighteen (18) years old to use the Service. By using the Service, you represent and warrant that you are at least eighteen years old. We do not knowingly permit any person under eighteen to register, submit Content, or receive payment.

3.2 Capacity to contract. You represent that you have the legal capacity to enter into this agreement and, if you are using the Service on behalf of an entity, that you have authority to bind that entity.

3.3 Geographic and sanctions restrictions. The Service is operated from the United States. You are responsible for compliance with laws applicable to you. You may not use the Service if you are located in, ordinarily resident in, or operating from a country or region subject to comprehensive United States sanctions, or if you are a person identified on any United States, United Nations, or European Union denied-party, restricted-party, or sanctions list (including the U.S. Treasury OFAC SDN list).

3.4 No prior bans. You represent that you have not previously been banned, suspended, or terminated from the Service. Re-registration after termination is grounds for additional termination and forfeiture of any associated balances.

4. Account Registration and Security

4.1 Accurate information. You agree to provide accurate, current, and complete information during registration and to keep it accurate, current, and complete throughout your use of the Service. Submitting false, outdated, or misleading information is a material breach of these Terms.

4.2 Account security. You are solely responsible for the activity that occurs under your Account, for safeguarding your credentials, and for all actions taken using your Account. You agree to notify us immediately at the contact in Section 26 of any unauthorized use or suspected breach of your Account. We are not liable for any loss arising from your failure to safeguard your Account.

4.3 One Account per person. Each individual is permitted one Account. Operating, controlling, or benefiting from multiple Accounts (including via family members, alternate identities, or proxy registrations) is prohibited and is grounds for termination, forfeiture of pending payouts, and clawback of paid amounts.

4.4 Verification. We may, at any time and at our sole discretion, request identity verification, government-issued identification, proof of address, proof of age, or other documentation. We may suspend Account activity, including payouts, until verification is satisfactorily completed. Refusing to comply with a verification request, or providing falsified verification documents, is grounds for termination.

5. The BloxClips Service

5.1 Nature of the Service. The Service is an online platform that connects Brand Clients with independent Clippers for the purpose of creating, distributing, and tracking promotional video content. We provide tools for Campaign management, content submission, view tracking, payout processing, and related functions.

5.2 No agency relationship; not a talent agency.BloxClips is an online platform and software service. Nothing in these Terms or in our operation of the Service creates an agency, partnership, joint venture, employment, fiduciary, or similar relationship between BloxClips and any Clipper, between BloxClips and any Brand Client, or between Clippers and Brand Clients. BloxClips does not procure or attempt to procure employment or engagements for any Clipper, and BloxClips is not a "talent agency" as defined under California Labor Code §1700 et seq. or any analogous statute. BloxClips commissions specific Clips from Clippers as work made for hire on behalf of Brand Clients, as further described in Section 9.

5.3 No guarantee of results. We do not guarantee any specific outcome from use of the Service, including views, earnings, audience growth, brand interest, payment timing, Campaign approval, or that any Clip will be accepted or paid for. Earnings projections, examples, and historical figures shown anywhere on the Service are illustrative and are not promises of future results.

5.4 Service availability.The Service is provided on an "as available" basis. We may modify, suspend, discontinue, or impose limits on the Service or any feature at any time, with or without notice. We are not liable for any modification, suspension, or discontinuation of the Service or any feature thereof.

6. Independent Contractor Status

6.1 Clippers are independent contractors. Clippers are independent contractors and are not employees, partners, agents, joint venturers, or franchisees of BloxClips or of any Brand Client. Nothing in these Terms creates an employment relationship.

6.2 Clipper representations regarding contractor status. Each Clipper represents and warrants that:

1. Clipper operates a separate, independently established trade, occupation, or business of the same nature as the work performed for BloxClips;
2. Clipper is free to perform such services for other clients, customers, or platforms, and is not exclusively committed to the Service;
3. Clipper exercises independent judgment and control over the means and manner of producing Clips, subject only to Campaign brief parameters intended to ensure brand alignment, regulatory compliance, and minimum quality;
4. Clipper bears the entrepreneurial risk and opportunity associated with operating Clipper's own business;
5. Clipper supplies Clipper's own equipment, tools, software, and workspace;
6. Clipper is responsible for all federal, state, and local taxes, including self-employment taxes, on amounts received from BloxClips, and is not entitled to employee benefits, workers' compensation, unemployment insurance, paid leave, or any other employment-related benefit; and
7. Clipper is registered or otherwise organized in a manner consistent with operating an independent business in any jurisdiction that requires such registration (such as obtaining a sole-proprietor registration, fictitious business name, or business license).

6.3 Acknowledgment.Clipper acknowledges that BloxClips's role is limited to providing the marketplace, brief, payment infrastructure, and tracking, and that Clipper retains discretion over how Clips are created. Compliance with Campaign-brief parameters (such as required hashtags, sounds, captions, or quality standards) is a contractual specification of deliverable, not a direction of the means or manner of work.

7. Clipper-Specific Terms

7.1 Submissions

Clippers may submit Clips for active Campaigns through the Service. Submission does not guarantee approval, acceptance, payment, or that the Clip will be used by the Brand Client. BloxClips and the relevant Brand Client retain unilateral discretion to accept or reject submissions.

7.2 Quality and content standards

Submitted Clips must meet reasonable quality standards. Without limitation, the following may be rejected:

1. blurry, low-resolution, or poorly edited content;
2. content not relevant to the Campaign brief;
3. content that has previously been submitted, regardless of by whom;
4. repetitive or near-duplicate uploads;
5. content that violates Section 10 (Brand Safety) or any other provision of these Terms.

7.3 Prohibited Clipper conduct

You will not, and will not attempt to:

1. Use bots, scripts, automated services, paid view services, click farms, view-trading rings, or any other mechanism to artificially inflate views, likes, comments, shares, or other metrics ("View-Botting"). View-Botting will result in immediate, permanent termination, forfeiture of all pending payouts, clawback of paid amounts associated with the inflated metrics, and may be reported to the affected Third-Party Platforms;
2. Re-upload, re-submit, or recycle a Clip across multiple Campaigns or after rejection;
3. Steal, copy, or substantially derive a Clip from another Clipper's submission;
4. Manipulate, falsify, or misrepresent your Account, identity, age, location, or eligibility;
5. Post Clips to channels or accounts you do not own or are not authorized to use;
6. Circumvent, disable, or interfere with security or rate-limiting features of the Service;
7. Use the Service for any purpose other than as expressly permitted herein.

7.4 Tax compliance representations

Each Clipper represents and warrants that:

1. All tax information provided to BloxClips, including Clipper's legal name, address, taxpayer identification number ("TIN," including SSN, ITIN, or EIN), country of residence, U.S.-person status, and any IRS Form W-9 or W-8BEN submitted, is true, complete, and accurate;
2. The legal name on file matches the name associated with the TIN at the IRS;
3. Clipper will promptly notify BloxClips, and in any event within thirty (30) days, of any change to legal name, TIN, address, country of residence, citizenship status, or U.S.-person status;
4. Clipper is the lawful owner of the TIN provided and is authorized to use it for these purposes; impersonation of another person, or use of another person's TIN, including a parent's, family member's, or third party's, is strictly prohibited;
5. For Clippers submitting an IRS Form W-8BEN: all services performed in connection with the Service are performed outside the United States, generating no U.S.-source income; Clipper will notify BloxClips immediately if Clipper performs any work for the Service while physically present in the United States;
6. Clipper is not subject to any IRS backup-withholding requirement, or, if Clipper is subject to backup withholding, Clipper has disclosed this in writing to BloxClips;
7. Clipper is responsible for filing Clipper's own income tax returns and paying all taxes due on amounts received from BloxClips, including federal, state, local, and self-employment taxes.

7.5 Consequences of false tax information

If any tax information provided to BloxClips is determined to be false, inaccurate, or out of date, Clipper agrees that BloxClips may, at its sole discretion:

1. Suspend or freeze pending and future payouts;
2. Apply IRS-required backup withholding (currently 24%) to future payouts;
3. Recoup, set off, or claw back amounts previously paid as necessary to satisfy IRS or other governmental obligations arising from the inaccuracy;
4. Issue corrected information returns (such as a corrected Form 1099) and report the discrepancy to the IRS or other authorities;
5. Terminate the Account.

Clipper agrees to indemnify and hold BloxClips harmless from and against any taxes, penalties, interest, professional fees, and other costs incurred by BloxClips as a direct or indirect result of inaccurate tax information provided by Clipper. This obligation survives termination.

7.6 Consent to electronic delivery of tax forms

By accepting these Terms, Clipper affirmatively consents to electronic delivery of any IRS information returns (including Forms 1099-NEC) and other tax-reporting documents required to be furnished by BloxClips, in accordance with IRS regulations governing electronic furnishing of statements. Clipper may withdraw this consent at any time by written notice; thereafter, BloxClips will furnish such forms by mail to the address on file.

7.7 Earnings and the Platform Fee

The Service applies a platform fee to amounts otherwise payable to Clipper for accepted Clips. The platform fee is currently seven percent (7%) of gross earnings, retained by BloxClips (the "Platform Fee"). The earnings displayed in your Clipper dashboard are net of the Platform Fee.

Worked example. If your dashboard reflects $100 in net earnings, the corresponding gross is approximately $107.53; the Platform Fee retained is approximately $7.53.

The Platform Fee is subject to change with prospective notice. Changes apply only to earnings on Clips approved on or after the effective date of the change.

7.8 Payout method elections and processor surcharges

Clipper may elect among the available payout methods (currently PayPal, USDT TRC-20 via NowPayments, and Stripe), subject to availability, eligibility, and verification. Each method is subject to the terms of its respective processor.

(a) Stripe rail surcharge. Payouts via Stripe are subject to an additional surcharge of two and one-half percent (2.5%) of the payout amount, deducted prior to transfer (the "Stripe Surcharge"). The Stripe Surcharge is applied in addition to, and after, the Platform Fee. Worked example:a $100 net Clipper balance paid via Stripe nets approximately $97.50 to Clipper's Stripe account.

(b) PayPal.Payouts via PayPal are issued under the "Goods and Services" classification. Friends & Family payouts are not offered. PayPal payouts are subject to PayPal's own user agreement and acceptable-use policy. BloxClips is not a guarantor of PayPal's services and is not liable for PayPal account freezes, holds, reversals, limitations, or terminations.

(c) USDT TRC-20 via NowPayments. USDT payouts are issued exclusively on the TRC-20 network. Other USDT networks (including ERC-20) are not supported. Clipper is solely responsible for the accuracy of the wallet address provided. CRYPTOCURRENCY TRANSFERS ARE IRREVERSIBLE. BloxClips bears no liability for funds lost due to mistyped, deprecated, compromised, or otherwise erroneous wallet addresses, network outages, exchange or wallet-provider policies, or stablecoin de-pegging events. The USD value displayed at the time of payout reflects an approximation; actual market value of received USDT may vary. Clipper acknowledges that receipt of USDT may constitute a taxable event under applicable law and is solely responsible for tax basis tracking, capital gains reporting, and any other resulting tax consequences.

7.9 Minimum payout, cooldown, and approval

Payouts are subject to a minimum threshold (currently one hundred U.S. dollars ($100)), a cooldown period between requests, and other procedural requirements posted in the Service. All payouts require explicit, manual administrative approval. A valid, verified payout method is required for every payout. BloxClips may require a valid, verified tax form on file (a W-9 verified by IRS TIN matching, or a W-8BEN within its three-year validity period) before initiating payouts once Clipper's current-year reportable revenue reaches the tax-form collection threshold posted in the Service. Clipper has no right to cause an automatic transfer; payouts are initiated only upon explicit administrative action.

7.10 Sanctions and anti-fraud screening

Wallet addresses, PayPal accounts, and bank accounts may be screened against U.S., U.N., and E.U. sanctions lists, as well as internal fraud heuristics. BloxClips reserves the right to refuse, delay, or report any payout to a sanctioned address or account, or any payout that triggers fraud heuristics, without liability to Clipper.

7.11 Clawback rights

BloxClips may claw back, set off, or withhold payouts, in whole or in part, in connection with: (i) View-Botting or other fraud; (ii) reversed, charged-back, or disputed Brand Client payments associated with the Clip; (iii) takedowns or strikes by Third-Party Platforms; (iv) subsequent discovery that any Clipper representation was false or misleading; or (v) any breach of these Terms. Where clawback exceeds available balance, Clipper agrees to remit the difference upon demand and authorizes BloxClips to apply any future earnings to the deficit.

8. Brand Client / Sponsor Terms

8.1 Campaign creation

A Brand Client may create a Campaign by submitting a brief, budget, payment, and Source Materials through the Service. Campaign approval is at BloxClips's sole discretion. BloxClips reserves the right to reject, modify, pause, or terminate any Campaign at any time for any reason, including brand-safety, legal, regulatory, or operational concerns.

8.2 Inbound license to Source Materials

By submitting Source Materials, Brand Client grants to BloxClips a non-exclusive, worldwide, royalty-free, fully sublicensable license to use, reproduce, modify, edit, excerpt, distribute, publicly perform, and publicly display the Source Materials, and to authorize Clippers and Third-Party Platforms to do the same, in each case for the purpose of producing, promoting, distributing, and tracking Clips for the Campaign and for related operational purposes.

8.3 Brand Client representations and warranties

Brand Client represents and warrants that:

1. Brand Client owns or holds all rights, licenses, consents, and permissions necessary to provide the Source Materials and to grant the licenses contemplated herein, including with respect to underlying music, talent, voice, likeness, trademarks, and any third-party content embedded in the Source Materials;
2. Brand Client has obtained all required releases from individuals depicted in or contributing to the Source Materials, sufficient to permit the use contemplated herein;
3. The Source Materials do not infringe any third-party intellectual property, privacy, publicity, or contractual right;
4. The Campaign brief and any required hashtags, captions, sounds, or claims comply with all applicable laws, including FTC endorsement guidelines, advertising substantiation requirements, and the rules of the destination Third-Party Platforms;
5. Brand Client is authorized to enter into this agreement.

8.4 Brand Client indemnification

Brand Client agrees to indemnify, defend, and hold harmless BloxClips, its affiliates, and their respective officers, directors, employees, and Clippers from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) any breach of Section 8.3; (ii) any Source Materials or Brand Client-provided assets; (iii) any Campaign brief or required parameter; or (iv) Brand Client's use of any Clip beyond the scope licensed by BloxClips.

8.5 Campaign budgets and platform fees

A platform fee is applied to each Campaign and is disclosed at the point of Campaign setup (the "Campaign Platform Fee"). The Campaign Platform Fee is calculated as a percentage of the Campaign budget; the Campaign budget displayed in the Service is the amount you have funded, inclusive of the Campaign Platform Fee.

Worked example. If your displayed Campaign budget is $50,000 and the Campaign Platform Fee is 10%, the Campaign budget will be exhausted approximately 11.1% faster than the nominal earnings-per-view rate would suggest, because each $1.00 of Clipper earnings consumes approximately $1.111 of budget. The Campaign Platform Fee, the gross-to-net mechanics, and the budget-burn implications are disclosed at Campaign setup, and Brand Client acknowledges and accepts these mechanics.

Brand Client acknowledges that all-in costs are clearly presented at Campaign setup and that the disclosure satisfies any applicable fee-disclosure obligation, including under California Senate Bill 478 (where applicable).

8.6 Refunds and performance

Campaign budgets, once committed and applied to Clipper earnings, are non-refundable to the extent earned by Clippers. Unspent budget at Campaign close may be refunded at BloxClips's discretion, less any reasonable costs and fees. BloxClips does not guarantee any specific level of view performance, demographic reach, audience composition, conversion rate, or return on advertising spend.

8.7 Brand Client conduct

Brand Client will not: (i) interfere with the Service; (ii) attempt to identify, contact, recruit, or pay Clippers off-platform for Campaign-related work in circumvention of the Service; (iii) use the Service to launder, structure, or otherwise obscure payments; or (iv) use the Service to promote unlawful, fraudulent, or harmful goods or services.

9. Content Ownership and Intellectual Property

9.1 Work made for hire

Each Clip created by a Clipper for a Campaign is specially commissioned by BloxClips on behalf of the applicable Brand Client and is intended to be a "work made for hire" within the meaning of 17 U.S.C. § 101 and analogous laws of other jurisdictions. Clipper acknowledges that Clips fall within the statutory category of audiovisual works and that the parties intend Clips to qualify for work-made-for-hire treatment. As between Clipper and BloxClips, BloxClips is and will be the sole and exclusive author and owner of each Clip from the moment of its fixation, including all copyright, derivative-work rights, and all related intellectual-property rights.

9.2 Backup assignment

To the extent that any Clip, in whole or in part, does not qualify as a work made for hire under applicable law, Clipper hereby irrevocably assigns, transfers, and conveys to BloxClips, exclusively and in perpetuity throughout the universe, all right, title, and interest in and to such Clip, including all copyrights, derivative-work rights, distribution rights, public-performance rights, public-display rights, moral rights (to the extent assignable or waivable), and all other intellectual-property and proprietary rights, free and clear of all encumbrances. Clipper agrees to execute, at BloxClips's reasonable request and expense, any further documents reasonably necessary to perfect or evidence such assignment.

9.3 Waiver of moral rights

To the maximum extent permitted by applicable law, Clipper waives, and agrees not to assert against BloxClips, any Brand Client, or any of their licensees, successors, or assigns, any "moral rights" or rights of "droit moral," including rights of attribution and integrity, with respect to any Clip. Where such rights cannot lawfully be waived, Clipper agrees not to assert them against the foregoing parties.

9.4 Clipper's limited retention right

Notwithstanding BloxClips's ownership of the Clip, BloxClips grants Clipper a non-exclusive, non-transferable, royalty-free license to keep the Clip published on the original social-media account from which Clipper distributed the Clip during the Campaign, and to retain any organic ad-revenue share that the destination Third-Party Platform pays to the account holder for views of that Clip on that account. This retention right is subject to the following:

1. BloxClips and the applicable Brand Client retain the right to require removal, unlisting, or de-monetization of the Clip at any time, for any reason, including brand-safety, legal, intellectual-property, or commercial reasons; Clipper agrees to comply within seventy-two (72) hours of such request, and Clipper has no recourse for previously earned amounts in connection with such removal;
2. Clipper may not republish, re-upload, transfer, syndicate, or distribute the Clip on any other channel, account, platform, or medium without prior written consent from BloxClips;
3. Clipper may not use the Clip for any commercial purpose other than the destination Third-Party Platform's standard creator-monetization program;
4. Clipper may not modify, remix, excerpt, or create derivative works of the Clip;
5. Clipper's retention right terminates immediately upon termination of Clipper's Account for cause, upon a finding of View-Botting or fraud associated with the Clip, or upon a request from a Brand Client made under a separate written agreement.

9.5 Marketing and publicity license

Each user grants BloxClips a non-exclusive, worldwide, royalty-free, sublicensable license to use the user's username, display name, profile picture, banner, and submitted Content (including Clips and approved screenshots) on the Service, on BloxClips's marketing channels, and in pitches, case studies, and promotional materials, in each case for the purpose of operating, promoting, and improving the Service. This license survives termination of the Account.

9.6 Brand Client's onward use

Subject to its agreement with BloxClips, a Brand Client may use, edit, repost, syndicate, license, and re-purpose any Clip in perpetuity for advertising and marketing, including in paid advertising on Facebook, Instagram, TikTok, YouTube, X, and other platforms, and in television, out-of-home, or other media. Clipper acknowledges and agrees that Clips may be used by Brand Clients in such manner with no further compensation.

9.7 BloxClips intellectual property

The Service, including all software, design, interface, graphics, logos, trademarks, trade names, and original content (excluding User Content and Source Materials), is owned by BloxClips and is protected by U.S. and international intellectual-property laws. Nothing in these Terms grants you any right, title, or interest in BloxClips's intellectual property except the limited license to use the Service in accordance with these Terms.

9.8 AI-generated content; deepfakes

Clipper may not include in any Clip:

1. Any synthetic, generative-AI, or "deepfake" depiction of a real person's voice, face, or likeness, including any actor, athlete, celebrity, public figure, or any Brand Client's talent, unless such use is expressly authorized in writing by the relevant rights holder and the Campaign brief;
2. AI-generated content that misrepresents the source, authenticity, or context of any depicted event;
3. Voice clones, face swaps, or lip-sync manipulations of any identifiable individual without that individual's express written consent.

Brand Clients and BloxClips reserve all rights against Clippers who violate this Section, including immediate termination, forfeiture, clawback, takedown, and reporting to the affected Third-Party Platforms.

9.9 No use of Content for AI training

BloxClips will not use Clips or Source Materials to train, fine-tune, or otherwise improve any third-party generative-AI model, except for limited internal product analytics that do not produce a publicly distributed model. BloxClips may license Clips to third parties for end-use distribution (including for use in paid advertising), but not for use as AI training data, except pursuant to a separate written agreement with the affected rights holders.

9.10 DMCA / takedown notices

If you believe content on the Service infringes your copyright, send a notice complying with 17 U.S.C. § 512(c)(3) to the contact in Section 26. We will respond in accordance with the DMCA, including by removing or disabling access to material that is the subject of a properly formatted notice and by terminating, in appropriate circumstances, the Accounts of repeat infringers.

10. Brand Safety and Prohibited Content

10.1 Categorical prohibitions

Clips and any Content posted, transmitted, or otherwise distributed via the Service must not:

1. Be unlawful, defamatory, harassing, threatening, hateful, or invasive of another's privacy or rights of publicity;
2. Contain child sexual abuse material ("CSAM"); BloxClips is required by 18 U.S.C. § 2258A to report apparent CSAM to the National Center for Missing & Exploited Children, and you waive any expectation of privacy or confidentiality with respect to such reports;
3. Promote, incite, or facilitate terrorism, mass violence, or unlawful weapons or explosives;
4. Depict graphic real-world violence, gore, or animal cruelty;
5. Constitute non-consensual intimate imagery, "revenge porn," or sexually explicit deepfakes;
6. Contain election-related disinformation in any jurisdiction with applicable laws against the same;
7. Promote self-harm, suicide, or eating disorders;
8. Promote illegal drugs, regulated substances, weapons, or controlled goods to consumers in jurisdictions where prohibited;
9. Be misleading, fraudulent, or constitute "scam" or financial-fraud content;
10. Infringe any third party's intellectual property, including by including unlicensed music, footage, fonts, or images outside what is permitted by the Campaign brief or by the destination Third-Party Platform's licensed library;
11. Make false or unsubstantiated claims about a Brand Client's product, a competitor's product, or any third party;
12. Use the trademarks, logos, or trade dress of any party other than as supplied in the Source Materials and as permitted by the Campaign brief;
13. Imply endorsement or sponsorship by any individual, entity, or organization that has not authorized such endorsement.

10.2 FTC and consumer-protection compliance

Clippers must comply with applicable advertising-disclosure laws and platform rules, including the FTC's Endorsement Guides. Where a Clip is sponsored, paid, or part of a Campaign, Clipper must clearly and conspicuously disclose the sponsored or paid nature of the Clip in accordance with FTC guidance and the destination Third-Party Platform's rules (such as "#ad," "#sponsored," or paid-partnership labels).

10.3 Cooperation with law enforcement and regulators

BloxClips will cooperate with valid legal process and may disclose Account information, Content, and related records to law enforcement, regulators, or other authorities as required by law or as we reasonably believe necessary or appropriate to protect rights, property, or safety. We may do so without prior notice to you, except as required by law.

10.4 Removal at sole discretion

BloxClips may remove, take down, unlist, or refuse to distribute any Content at any time, with or without notice, in our sole discretion. You waive any claim arising from such removal, except your right to retain payment for amounts already verified, accepted, and not subject to clawback under Section 7.11.

11. Third-Party Platform Compliance

11.1 You acknowledge that the Service interacts with Third-Party Platforms, each of which is governed by its own terms, community guidelines, and policies.

11.2 You are solely responsible for compliance with the rules of any Third-Party Platform on which you post a Clip, including ad-disclosure requirements, content rules, music-licensing rules, account-eligibility rules, and monetization policies.

11.3 BloxClips is not responsible for, and you agree to release BloxClips from any liability arising from: (i) the suspension, demonetization, shadow-banning, age-restriction, age-gating, or termination of your account on any Third-Party Platform; (ii) algorithmic changes, content-distribution changes, or visibility changes implemented by any Third-Party Platform; (iii) the takedown, removal, or copyright-strike of any Clip by a Third-Party Platform; or (iv) the discontinuation of any Third-Party Platform feature on which you relied.

11.4If a Third-Party Platform's policies conflict with these Terms or with a Campaign brief, you must comply with the Third-Party Platform's policies and notify BloxClips. BloxClips may pause, modify, or terminate the affected Campaign or Clip at its discretion.

12. Privacy

12.1 Privacy Policy. Our collection, use, retention, and disclosure of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the practices described therein.

12.2 Sensitive personal information. The Service requires you to provide sensitive personal information to receive payouts, including taxpayer identification numbers, banking or wallet information, and government-issued identification. You consent to our collection, processing, encryption (at rest and in transit), and storage of such information for the purposes of (i) operating the Service, (ii) processing payouts, (iii) tax-reporting compliance, (iv) fraud prevention, and (v) compliance with applicable law.

12.3 Tax-record retention overrides deletion requests. Notwithstanding any general right to request deletion of personal information, U.S. federal tax law and IRS guidance require BloxClips to retain certain tax-related records (including IRS Forms W-9 and W-8BEN, and information required to substantiate Forms 1099-NEC) for a minimum period (currently four years; we retain seven years for audit headroom). Requests to delete such records will be honored only after the applicable retention period has expired.

12.4 Cookies and tracking. The Service uses cookies and similar technologies, including a referral-attribution cookie. By using the Service you consent to the placement of such cookies. Where required by applicable law (such as E.U./U.K. e-Privacy law), we present cookie-consent controls.

13. Affiliate / Referral Program

13.1 Overview.BloxClips may offer an affiliate or referral program through which a referrer earns a commission on the gross payouts of users they refer. The current program rate is five percent (5%) of the referred user's gross payouts, accruing for ninety (90) days from the referred user's onboarding completion, capped at one thousand U.S. dollars ($1,000) per (referrer, referred) pair, lifetime.

13.2 Mechanics. Attribution is by referral link only; no manual code entry is offered. Each user is automatically issued an immutable referral code at signup. Self-referral is prohibited. Each user may be referred only once, ever, on a first-touch basis.

13.3 Anti-gaming. Creation of fictitious or duplicate Accounts to harvest referral commissions is prohibited and is grounds for forfeiture of all commissions, termination, and clawback. BloxClips reserves the right to investigate, withhold, void, or claw back referral commissions in connection with suspected fraud or gaming, including after payment.

13.4 Tax treatment. Referral commissions are reportable income to the referrer and may count toward Form 1099-NEC reporting thresholds. Referrer is responsible for any associated tax obligations.

13.5 No misleading representations. Referrers must not make misleading earnings claims when promoting the Service. Standard FTC endorsement and substantiation rules apply.

13.6 Modification or discontinuation. BloxClips may modify, suspend, or discontinue the affiliate program at any time on prospective notice. Pending commissions accrued prior to a change continue to be governed by the rules in effect at accrual.

14. Communications and Electronic-Signature Consent

14.1 Transactional communications. By creating an Account, you consent to receive transactional communications (account, security, verification, payout, tax-form expiry, and Campaign-related notices) by email, in-Service notification, and (where you have provided a phone number) text message. These communications are an essential part of the Service and cannot be opted out of without closing your Account.

14.2 Marketing communications. Marketing emails are opt-in or opt-out depending on your jurisdiction. You may unsubscribe from marketing communications at any time without affecting transactional communications.

14.3 Electronic signatures.You consent to the use of electronic signatures, electronic records, and electronic delivery of notices, disclosures, and other communications (including IRS-required information returns) under the federal E-SIGN Act, 15 U.S.C. § 7001 et seq., and applicable state law (including the California Uniform Electronic Transactions Act). Clicking "I accept," "I agree," or a similar control constitutes your electronic signature.

15. Representations and Warranties

In addition to the role-specific representations elsewhere in these Terms, you represent and warrant that:

1. all information you provide is accurate, current, and complete;
2. you have all rights, licenses, consents, and permissions necessary to provide any Content you submit and to grant the licenses described in these Terms;
3. your use of the Service complies with all applicable laws, regulations, and third-party rights;
4. you are not a person or entity barred from using the Service under the laws of the United States, your jurisdiction, or any other applicable jurisdiction;
5. your Content does not contain any virus, malware, or other harmful code; and
6. you have not relied on any representation, statement, or promise not expressly set out in these Terms.

16. Indemnification

16.1 Your indemnity.To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless BloxClips, its affiliates, and their respective officers, directors, employees, contractors, agents, and Brand Clients (the "Indemnified Parties") from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

1. your breach of these Terms or any representation or warranty herein;
2. your Content, including any Clip you submit (other than amounts directly attributable to the Source Materials provided by the relevant Brand Client);
3. any claim that your Content infringes, misappropriates, or violates any third party's intellectual-property, privacy, publicity, or contractual rights;
4. any defamation, false-light, or right-of-publicity claim arising from edits, captions, voiceovers, or other elements added by you;
5. any inaccurate tax information you provide, and any backup-withholding, penalty, interest, or related obligation incurred by BloxClips as a result;
6. any unauthorized use of footage, music, voice, likeness, or other material in your Content that was not supplied by the relevant Brand Client and approved for the Campaign;
7. your violation of any law, regulation, or third-party right;
8. your violation of the terms of any Third-Party Platform on which you post a Clip; and
9. any claim arising from your Account being accessed by an unauthorized third party due to your failure to safeguard your credentials.

16.2 Procedure.BloxClips will promptly notify you of any claim subject to indemnification. BloxClips reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with BloxClips's defense.

16.3 No settlement without consent.You may not settle any claim, in whole or in part, in a manner that imposes any obligation, admission of fault, or restriction on the Indemnified Parties without BloxClips's prior written consent.

17. Disclaimers

17.1 AS IS; AS AVAILABLE.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, INCLUDING ALL CONTENT, FEATURES, AND FUNCTIONALITY, IS PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, BLOXCLIPS DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

17.2 No guarantees. WITHOUT LIMITATION, BLOXCLIPS DOES NOT WARRANT THAT: (a) THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (b) DEFECTS WILL BE CORRECTED; (c) THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR HARMFUL COMPONENTS; (d) ANY CLIP WILL BE ACCEPTED, RECEIVE A SPECIFIC LEVEL OF VIEWS, OR EARN A SPECIFIC AMOUNT; (e) ANY THIRD-PARTY PLATFORM WILL CONTINUE TO PERMIT THE SERVICE OR YOUR USE OF IT; OR (f) PAYOUTS WILL BE AVAILABLE THROUGH ANY PARTICULAR PROCESSOR AT ANY PARTICULAR TIME.

17.3 Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, internet or utility outages, third-party vendor failures (including payment processors and Third-Party Platforms), pandemics, or platform-rule changes.

18. Limitation of Liability

18.1 Cap on liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS PROVIDED IN SECTION 18.3, THE AGGREGATE LIABILITY OF BLOXCLIPS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (a) ONE HUNDRED U.S. DOLLARS ($100) AND (b) THE TOTAL FEES BLOXCLIPS RETAINED FROM YOUR EARNINGS (IF YOU ARE A CLIPPER) OR THAT YOU PAID TO BLOXCLIPS (IF YOU ARE A BRAND CLIENT) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

18.2 No consequential damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BLOXCLIPS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST EARNINGS, LOST VIEWS, LOST GOODWILL, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BLOXCLIPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.3 Exceptions.The limitations in Sections 18.1 and 18.2 do not apply to (a) BloxClips's gross negligence, fraud, willful misconduct, or intentional violation of law; (b) liability that cannot be limited as a matter of applicable law (including, for California residents, certain consumer-protection statutes and claims for personal injury); and (c) your indemnification obligations under Section 16.

18.4 Allocation of risk. You acknowledge that the limitations in this Section 18 are an essential basis of the bargain between you and BloxClips, and that absent these limitations BloxClips would not provide the Service on the terms it does. The limitations apply even if a remedy fails of its essential purpose.

19. Termination and Suspension

19.1 Termination by you. You may terminate your Account at any time by closing it through the Service or by written notice to BloxClips. Termination does not relieve you of obligations accrued prior to termination, including indemnification, license grants, and Sections that survive by their nature.

19.2 Termination or suspension by BloxClips.BloxClips may suspend or terminate your Account, immediately and without notice, for any reason, including (a) material breach of these Terms; (b) View-Botting or fraud; (c) inaccurate tax information; (d) violation of brand-safety standards (Section 10); (e) chargeback, reversal, or non-payment by a Brand Client; (f) instruction by law enforcement or court order; (g) the cessation of the Service; or (h) any other reason in BloxClips's discretion.

19.3 Effect of termination.

1. For-cause termination (including for fraud, View-Botting, false tax information, or other material breach): Clipper forfeits all pending payouts, and BloxClips may claw back paid amounts associated with the breach. The retention right in Section 9.4 terminates immediately and Clipper must remove or unlist any associated Clip on request.
2. Termination not for cause: pending payouts that have already been verified and approved will be paid out in due course, subject to the pre-payout gate, available payout methods, and tax-compliance requirements; Clipper may continue to display already-published Clips on the original account, subject to Section 9.4.

19.4 Survival. Provisions that by their nature should survive termination will survive, including Sections 9 (Content Ownership and Intellectual Property), 12 (Privacy), 15 (Representations and Warranties), 16 (Indemnification), 17 (Disclaimers), 18 (Limitation of Liability), 22 (Dispute Resolution), and 25 (General Provisions).

20. Account Inactivity, Death, and Incapacity

20.1 Inactivity. Accounts inactive for thirty-six (36) consecutive months may be deactivated. We will attempt to notify the Account holder by email at the address on file before deactivation. Pending balances on a deactivated Account will be handled in accordance with applicable unclaimed-property and escheatment laws.

20.2 Death or incapacity of a Clipper.In the event of a Clipper's death or incapacity, the Clipper's estate or legal representative may, on presentation of a death certificate or other lawful authority and a current Form W-9 (or other applicable tax documentation) in the estate's name, request payment of any verified, undisputed pending balance. Any such payment is subject to the pre-payout gate, applicable tax-reporting requirements, and a reasonable hold period for fraud prevention. If no claim is made within twenty-four (24) months of deactivation, balances are subject to applicable escheatment laws.

20.3 No transfer of Account. Accounts are personal and may not be sold, assigned, or transferred. The Account itself, including referral codes, dashboard history, and standing, does not pass to heirs or transferees.

21. Governing Law

These Terms and any dispute arising out of or related to the Service or these Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22. Dispute Resolution; Binding Arbitration; Class-Action Waiver

22.1 Informal resolution first. Before initiating arbitration, you and BloxClips agree to attempt in good faith to resolve any dispute by informal negotiation. To begin, the complaining party must send a written notice of the dispute to the other party, describing the nature and basis of the dispute and the relief sought. Send notice to BloxClips at the contact in Section 26. If the dispute is not resolved within sixty (60) days of receipt of the notice, either party may proceed to arbitration.

22.2 Binding arbitration.Except as set out in Section 22.5, any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or the relationship between you and BloxClips, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory (a "Dispute"), will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where applicable, its Consumer Arbitration Rules. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

22.3 Arbitration mechanics.The seat of arbitration is San Francisco County, California, or such other California location as the parties agree. Arbitration may be conducted by telephone, video conference, written submissions, or in person. The arbitrator has authority to grant any remedy that would be available in court, subject to the limitations in these Terms. Each party bears its own attorneys' fees and costs except as the arbitrator may award under applicable law.

22.4 Class-action waiver. YOU AND BLOXCLIPS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims by more than one person and may not preside over any form of representative proceeding. If a court or arbitrator finds the class-action waiver in this Section unenforceable as to any claim or request for relief, that claim or request must be litigated in court, but the rest of this Section 22 remains in effect.

22.5 Carve-outs.

1. Sexual harassment and sexual assault. Notwithstanding anything to the contrary, claims of sexual harassment or sexual assault as defined under the federal Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 (9 U.S.C. § 401 et seq.) are excluded from the arbitration agreement and the class-action waiver, and may at the claimant's election be brought in a court of competent jurisdiction.
2. Small claims. Either party may bring a qualifying individual claim in small-claims court in lieu of arbitration, if the claim is within that court's jurisdiction and remains in that court.
3. Intellectual property and injunctive relief. Either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction in connection with intellectual-property infringement, breach of confidentiality, or unauthorized access, without first proceeding to arbitration.
4. Public-injunctive relief (California). To the extent California law preserves a non-waivable right to seek public-injunctive relief, that right is not waived; such claims may be heard in a court of competent jurisdiction after individual claims for damages and other relief are arbitrated.
5. Government agency claims. Nothing in this Section prevents you from filing a complaint with any government agency that is empowered to receive such complaints (such as the FTC, the EEOC, the California Labor Commissioner, or the IRS).

22.6 Statute of limitations; one-year shortening. To the maximum extent permitted by applicable law, any Dispute must be commenced within one (1) year after the cause of action accrued, or be permanently barred. This shortened limitations period does not apply where prohibited by applicable law.

22.7 Severability of arbitration provisions. If any portion of this Section 22 is found unenforceable, the remaining portions remain in effect, except that if the class-action waiver in Section 22.4 is found unenforceable in a particular case, that case (but only that case) is removed from arbitration and proceeds in court, while the rest of this Section 22 continues to apply to all other disputes.

22.8 Right to opt out of arbitration. You may opt out of the arbitration agreement and class-action waiver in this Section 22 by sending written notice of your decision to opt out to the contact in Section 26 within thirty (30) days of first accepting these Terms. Your notice must include your full name, mailing address, the email address used to register, and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other provision of these Terms, and you remain bound by all other provisions.

23. California-Specific Provisions

If you are a California resident, the following provisions apply and supplement the foregoing.

23.1 Talent Agency Act.BloxClips operates a marketplace platform; it does not procure or attempt to procure employment or engagements for any user. BloxClips is not a "talent agency" within the meaning of California Labor Code §1700 et seq. Nothing in these Terms or in BloxClips's operation of the Service should be construed as procuring employment for any user.

23.2 Silenced No More Act. Nothing in these Terms (including any non-disparagement, non-disclosure, or confidentiality provision) prevents you from disclosing information about unlawful acts in the workplace or in connection with the Service, including harassment, discrimination, retaliation, sexual assault, or other conduct that you have reasonable cause to believe is unlawful.

23.3 Independent contractor classification (AB 5).Clippers are engaged on a business-to-business basis. Clippers represent that they satisfy the requirements of California Labor Code § 2776 (the business-to-business exemption to the ABC test) or another applicable exemption to ABC-test classification.

23.4 Non-competition.Nothing in these Terms is intended to operate as a covenant not to compete in violation of California Business & Professions Code §16600. Any clause that would so operate is, as to California residents, void only as to that operation and otherwise remains enforceable.

23.5 Privacy rights. California residents have rights under the California Consumer Privacy Act, as amended by the California Privacy Rights Act, including rights of access, deletion, correction, portability, opt-out of sale or sharing, and limitation of use of sensitive personal information. Exercise these rights as described in our Privacy Policy. Tax-related records remain subject to mandatory retention as described in Section 12.3.

23.6 California Civil Code §1789.3.Pursuant to California Civil Code §1789.3, California users are entitled to the following consumer-rights notice: "The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210."

24. Modifications to These Terms

24.1We may modify these Terms at any time. If a modification is material, we will provide at least thirty (30) days' advance notice by email to the address on file, by in-Service banner, or both. Non-material modifications take effect on posting.

24.2 Continued use of the Service after the effective date constitutes acceptance of the modified Terms. If you do not accept a modification, your sole remedy is to close your Account before the effective date.

24.3 Each version of these Terms is identified by a version number and an effective date. We retain a record of which version each Account holder accepted, and the timestamp of acceptance, for evidentiary purposes.

25. General Provisions

25.1 Entire agreement. These Terms, together with the Privacy Policy and any Campaign-specific brief or addendum, constitute the entire agreement between you and BloxClips concerning the Service and supersede all prior or contemporaneous understandings.

25.2 Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will remain in full force and effect.

25.3 No waiver. No failure or delay by BloxClips in exercising any right under these Terms will operate as a waiver. A waiver of any breach is not a waiver of any subsequent breach.

25.4 Assignment.You may not assign or transfer these Terms or your Account, by operation of law or otherwise, without BloxClips's prior written consent. BloxClips may assign these Terms freely, including in connection with a merger, acquisition, sale of assets, financing, or reorganization.

25.5 Third-party beneficiaries. Brand Clients are intended third-party beneficiaries of Sections 8, 9, 10, 16, and 18, and may enforce those Sections to the extent of their interest. Otherwise, these Terms confer no rights on any third party.

25.6 Headings; interpretation.Section headings are for convenience and do not affect interpretation. "Including" means "including without limitation." Words in the singular include the plural and vice versa.

25.7 Notices. Notices to BloxClips must be sent to the contact in Section 26 and are deemed received upon confirmation of delivery. Notices to you may be given by email to the address on file, by in-Service banner, or by other reasonable means, and are deemed received when sent.

25.8 Relationship. Nothing in these Terms creates a partnership, joint venture, agency, employment, fiduciary, or franchise relationship.

25.9 Export controls. You will not use or export the Service in violation of U.S. export laws or regulations.

26. Contact

BloxClips Marketing LLC

California, United States

Legal and tax notices: legal@bloxclips.com

DMCA notices: dmca@bloxclips.com

General inquiries: through the Service's contact form or our Discord server.