Terms of Service

Introduction

These Terms of Service (this "Agreement") govern your access to and use of the website located at https://www.withklyp.com (the "Site") and the Klyp platform and related services (together, the "Services"), which are operated by Klyp ("Klyp", "we", "us" or "our").

This Agreement is entered into between Klyp and the business entity that accepts it (the "Brand", "you" or "your").

By creating an account, accepting this Agreement through the Services, or launching a Campaign, you agree to be bound by this Agreement, by the Klyp Privacy Policy available at https://www.withklyp.com/privacy (the "Privacy Policy"), and by the Campaign Details applicable to each Campaign you launch.

If you do not agree to this Agreement, you are not authorised to access or use the Site or the Services.

Business users only. The Services are made available solely to persons acting in the course of a trade, business, craft or profession. They are not offered to consumers. By accepting this Agreement you confirm that you are entering into it in the course of your business, that you are 18 years of age or older, and that the individual accepting it has authority to bind you.

Creators. If you are a Creator, this Agreement does not apply to you. Your use of the Services is governed by the Klyp Creator Terms of Service available at https://www.withklyp.com/creator-terms.

Amendments. Klyp may amend this Agreement from time to time. We will give you reasonable prior notice of any material amendment, by email to the address associated with your account and by notice within the Services. An amendment takes effect at the end of that notice period. If you do not wish to accept an amendment, you may terminate this Agreement without charge at any time before it takes effect, and Klyp will credit any unused funded balance to your Klyp Balance or, on request, return it in accordance with clause 7.12. No amendment applies to a Campaign already launched. Amendments that are non-material, including corrections, clarifications and changes required to comply with Applicable Laws, may take effect on notice.

1. Definitions

1.1 "Applicable Laws" means all laws, statutes, regulations, decrees, binding industry codes, regulatory guidance and orders of any competent authority that apply to a party or to the performance of this Agreement from time to time.

1.2 "Attribution Data" means data used to attribute a sale, conversion, view or other measurable outcome to particular Creator Content, including data derived from Tracking Parameters, discount codes, tracked links and connected commerce or advertising integrations.

1.3 "Boost" means the promotion of Creator Content as advertising published from a Creator's own social media account, where the Services make that feature available.

1.4 "Brand Data" means Brand's non-public advertising spend data, campaign performance data, advertising account data and other non-public business information that Brand provides to Klyp, or that Klyp accesses through Brand's connected integrations, in a form that identifies Brand.

1.5 "Brand Marks" means the names, trade marks, service marks, logos, trade dress, product imagery and other brand identifiers provided by or on behalf of Brand.

1.6 "Campaign" means a marketing or advertising campaign created by Brand through the Services.

1.7 "Campaign Brief" means the specifications, content guidelines, creative requirements and mandatory disclosures applicable to a Campaign, as provided by Brand through the Services.

1.8 "Campaign Details" means the complete set of parameters applicable to a Campaign as configured and displayed within the Services at the time the Campaign is launched, including the Compensation Model and rates, the Licensed Rights, the Review Period, the revision allowance, the rejection grounds available, the delivery deadline, the minimum live period, attribution rules, measurement criteria and windows, and all other applicable periods, thresholds and limits.

1.9 "Campaign Value" means the aggregate amount of Creator Compensation budgeted for a Campaign, as displayed within the Services at the time the Campaign is launched. Campaign Value is exclusive of Platform Commission and Taxes.

1.10 "Content Acceptance" means Brand's acceptance of a submitted deliverable, which occurs on the earliest of: (a) Brand selecting "Accept", "Approve" or a substantially similar control within the Services; (b) Brand using the Creator Content in any advertisement, post, landing page, email or other marketing or promotional channel; or (c) expiry of the Review Period in accordance with clause 5.6. "Content Accepted" is construed accordingly.

1.11 "Compensation Model" means the basis upon which Creator Compensation is calculated for a Campaign, being a Flat Fee Programme, a Performance Programme, a Commission Programme, or any combination of them, as specified in the Campaign Details.

1.12 "Commission Programme" means a Compensation Model under which a Creator is compensated by reference to attributable sales resulting from Creator Content.

1.13 "Confidential Information" means information disclosed by one party to the other in connection with this Agreement that is identified as confidential or that a reasonable person would understand to be confidential, including Brand Data, Campaign Briefs, unreleased Creator Content and the non-public technical and commercial information of either party.

1.14 "Creator" means an individual or entity that creates, uploads, submits or otherwise makes available Creator Content through the Services.

1.15 "Creator Compensation" means the amount payable to a Creator under the applicable Compensation Model, exclusive of Platform Commission and Taxes.

1.16 "Creator Content" means any content or materials submitted, uploaded or linked to the Services by a Creator, including video, still imagery, audio, captions and copy, together with any personal attributes embodied in them.

1.17 "Flat Fee Programme" means a Compensation Model under which a Creator is compensated by a fixed amount per deliverable.

1.18 "Float" means the balance deposited by Brand to fund accruing amounts under a Commission Programme or other Campaign where the total amount payable is not fixed at launch.

1.19 "Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill, rights in designs, database rights, rights to use and protect confidential information including know-how and trade secrets, and all other intellectual property rights, in each case whether registered or unregistered, including all applications and rights to apply for and be granted renewals or extensions, and all similar or equivalent rights subsisting in any part of the world.

1.20 "Klyp Balance" means the balance of funds held for Brand within the Services and available for application to Campaigns or for withdrawal in accordance with clause 7.12.

1.21 "Licensed Rights" means, in respect of a deliverable, the rights granted to Brand under clause 6.4, as specified in the Campaign Details in accordance with clause 6.5.

1.22 "Malicious Software" means any code, file, program or technology designed or intended to disrupt, disable, damage, impair or gain unauthorised access to any system, data or service.

1.22A "Order Form" means any separate commercial arrangement between Klyp and Brand that is recorded in writing and confirmed by both parties, including by email or by acceptance within the Services, and that is expressed to vary the commercial or funding terms of this Agreement. An Order Form may be entered into in respect of one or more Campaigns, or generally.

1.22B "Managed Campaign" means a Campaign in respect of which Brand has appointed Klyp to perform Managed Services under clause 5A.

1.22C "Managed Services" means the Specified Acts performed by Klyp on Brand's behalf in respect of a Managed Campaign.

1.23 "Payment Partner" means the third-party payment service provider engaged by Klyp from time to time to receive, hold and disburse funds in connection with the Services, being a provider licensed or registered as required under Applicable Laws.

1.24 "Performance Programme" means a Compensation Model under which a Creator is compensated by reference to the number of Qualified Views of published Creator Content, subject to any cap and measurement window specified in the Campaign Details.

1.25 "Platform Commission" means the fee payable by Brand to Klyp in respect of a Campaign, calculated at the rate displayed within the Services at the time the Campaign is launched or as set out in an Order Form. Unless an Order Form provides otherwise, Platform Commission is calculated by reference to Campaign Value and charged in addition to it.

1.26 "Qualified Views" means views of published Creator Content satisfying the measurement criteria specified in the Campaign Details, as measured in accordance with clause 7.8.

1.27 "Review Period" means the period specified in the Campaign Details within which Brand must Content Accept, reject or request revisions to a submitted deliverable.

1.28 "Slot" means a place within a Campaign for which Creator Compensation is budgeted.

1.29 "Slot Acceptance" means Brand's acceptance of a Creator into a Campaign, with the consequences set out in clause 5.2. "Slot Accepted" is construed accordingly. Slot Acceptance is a distinct event from Content Acceptance and does not of itself constitute acceptance of any deliverable.

1.30 "Subscription" means a recurring subscription plan made available by Klyp, as described in clause 7.4.

1.31 "Taxes" means all taxes, levies, imposts, duties, charges and withholdings of any nature imposed by any competent authority, together with any related interest and penalties.

1.32 "Tracking Parameters" means identifying codes, discount codes, campaign parameters, pixels, tags and other attribution mechanisms provided by Klyp or embedded in, paired with or otherwise associated with Creator Content through the Services.

1.33 "Trials and Beta Features" means any product, service, feature or component of the Services made available on a free, trial, beta, preview or early-access basis.

1.34 Parameters are fixed at launch. Where this Agreement refers to a period, rate, threshold, limit or other parameter as being specified in the Campaign Details or displayed within the Services, the applicable parameter is that displayed at the time the relevant Campaign is launched. Klyp may change its published parameters from time to time, but a change does not apply to a Campaign already launched.

1.35 Interpretation. Clause headings are for convenience only and do not affect interpretation. "Including", "includes" and "in particular" are to be construed without limitation. References to a statute or statutory provision include that provision as amended, extended or re-enacted. References to writing include email and communications through the Services. The singular includes the plural and vice versa.

2. Access to and use of the Services

2.1 Licence to use the Services. Subject to your continued compliance with this Agreement, Klyp grants you a limited, revocable, non-exclusive, non-transferable and non-sublicensable licence to access and use the Services solely for the purpose of creating and managing Campaigns and reviewing and approving Creator Content in connection with those Campaigns.

2.2 Restrictions on use. You will not, and will not permit any third party to:

(a) use the Services in breach of Applicable Laws, this Agreement or the rights of any third party, including Intellectual Property Rights;

(b) copy, modify, adapt, translate or create derivative works of any part of the Services;

(c) distribute, sell, rent, lease, license, sublicense, assign, transfer or otherwise make the Services available to any third party;

(d) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code or underlying components of the Services, except to the extent that such a restriction is prohibited by Applicable Laws;

(e) remove, obscure or alter any proprietary notice contained in or displayed by the Services;

(f) misrepresent your identity or affiliation when requesting or using access;

(g) circumvent, disable or otherwise interfere with any security feature of the Services, or probe, scan or test the vulnerability of any Klyp system or network;

(h) upload, transmit or distribute any Malicious Software;

(i) use the Services, or any information obtained from them, to develop, market or operate a product or service that competes with the Services;

(j) use the Services in any manner that impairs their performance, availability, integrity or security;

(k) access the Services by automated means, including scraping, crawling or data mining, except through interfaces expressly made available by Klyp for that purpose; or

(l) upload or otherwise submit to the Services any sensitive or special category personal data, save as expressly permitted by Klyp in writing.

2.3 Nature of the Services; no agency. Klyp operates a technology platform that facilitates connections between Brands and Creators. Klyp is not a party to any agreement between a Brand and a Creator for the production of Creator Content, and does not act as the agent, partner, joint venturer, employer or representative of either. Klyp does not manage Campaigns, operate Brand accounts or act for Brand as an agency. The only exceptions are the limited collection and disbursement agency described in clause 7.2 and, where expressly agreed, the Managed Services described in clause 5A. Klyp makes no representation and gives no guarantee as to Creator performance, content quality, campaign outcomes or engagement metrics.

2.4 Acknowledgements. You acknowledge and agree that:

(a) Klyp does not pre-vet Campaigns, Campaign Briefs or Creator Content for compliance with Applicable Laws, and assumes no responsibility for doing so;

(b) a Creator may request the removal or disabling of Creator Content that has not been Content Accepted and paid for, and you will promptly comply with any such request;

(c) Klyp is not responsible or liable for any agreement, payment, deliverable, representation or dispute arising from communications or arrangements between Brand and any Creator that occur outside the Services; and

(d) you are solely responsible for your interactions and dealings with Creators.

2.5 Records. The communications, submissions, approvals, rejections and transaction records maintained within the Services constitute the authoritative record of Campaign activity, save in the case of manifest error. Klyp may rely upon those records to administer Campaigns, resolve disputes and evidence compliance with Applicable Laws. Nothing in this clause prevents either party from adducing other evidence in any proceedings.

2.6 Updates to the Services. Klyp may update, modify, enhance or discontinue features of the Services from time to time. Klyp will not knowingly make a change that materially degrades the core functionality of the Services during a Campaign that is already launched and funded. Where a change materially and adversely affects your use of the Services, you may terminate this Agreement on reasonable notice and clause 11.5 applies.

2.7 Support. Klyp will provide technical support in respect of the Services by email at support@withklyp.com and through the support channel within the Services, during the support hours published within the Services, and will use commercially reasonable efforts to acknowledge support requests promptly.

2.8 Trials and Beta Features. Trials and Beta Features are provided "as is" and "as available", without warranty of any kind. Klyp may suspend, limit, modify or withdraw access to them at any time, is not obliged to provide support for them, and gives no assurance that defects in them will be corrected. Use of Trials and Beta Features is at your sole risk.

2.9 Feedback. Any suggestion, idea, enhancement request, recommendation or other feedback you provide concerning the Services ("Feedback") is provided on a non-confidential basis. You assign to Klyp all right, title and interest in and to Feedback, and Klyp may use, exploit and incorporate Feedback for any purpose without restriction, attribution or compensation. Nothing in this clause operates to transfer any right in your Brand Marks, products, Campaign strategy or Confidential Information.

2.10 Monitoring and audit. Klyp may monitor, review and audit your use of the Services for the purposes of verifying compliance with this Agreement, ensuring the security and integrity of the Services, and complying with Applicable Laws. You will provide reasonable cooperation and, on reasonable request, evidence of compliance.

3. Accounts and eligibility

3.1 Account registration. To use the Services you must register an account and provide accurate, current and complete information, and keep that information up to date.

3.2 Account security. You are responsible for: (a) all activity occurring under your account; (b) the secure configuration of your systems; and (c) maintaining the confidentiality of your account credentials, which must not be shared. You will notify Klyp promptly upon becoming aware of any actual or suspected unauthorised access or use, take immediate steps to end it, and cooperate with Klyp to prevent its recurrence. Klyp is not liable for any loss arising from your acts or omissions.

3.3 Verification. Klyp and the Payment Partner may require you to provide information and documentation reasonably necessary to verify your identity, your business registration, your beneficial ownership and your tax status, and to satisfy customer due diligence, anti-money-laundering and sanctions-screening obligations. Klyp may suspend access to the Services and withhold disbursements pending receipt of that information.

3.4 Anti-bribery and sanctions. You will comply with all Applicable Laws relating to anti-bribery, anti-corruption, anti-money laundering and trade and financial sanctions. You represent that neither you nor any person owning or controlling you is the target of, or subject to, any applicable sanctions regime.

4. Brand obligations and warranties

4.1 Campaign Briefs. Brand represents and warrants that each Campaign Brief it provides will be truthful, accurate and sufficiently complete to enable a Creator to produce content that complies with Applicable Laws, including by specifying any disclosure, labelling, claim substantiation or platform-specific requirement that applies.

4.2 Legal compliance. Brand represents and warrants that each Campaign, Campaign Brief, Brand Mark, product, service and item of Creator Content that Brand approves, publishes or uses will comply with all Applicable Laws, including those governing:

(a) advertising, marketing and promotional practices;

(b) consumer protection, and the prohibition of misleading, deceptive or unfair commercial practices;

(c) the disclosure and clear identification of paid, sponsored or incentivised content, such that advertising is readily distinguishable from editorial or organic content;

(d) the licensing, authorisation or approval required for the advertising of the relevant category of product or service;

(e) intellectual property, publicity, image and personality rights;

(f) data protection and privacy; and

(g) the content, advertising and commerce policies of each third-party platform on which Creator Content is published or promoted.

4.3 Disclosure. Brand will not instruct, encourage, incentivise or permit a Creator to conceal or obscure the commercial nature of Creator Content. Brand will ensure that each Campaign Brief requires clear and prominent disclosure of the commercial relationship, in the form specified in the Campaign Details.

4.4 Substantiation. Brand represents and warrants that it holds adequate substantiation for every express and implied claim contained in Creator Content that it approves or uses, including any health, safety, efficacy, environmental, comparative or performance claim. Klyp does not review, verify or validate claim substantiation and disclaims all responsibility in respect of it.

4.5 Content standards. Brand represents and warrants that Creator Content it approves, publishes or uses will not contain, depict, promote or endorse material that is:

(a) defamatory, libellous, abusive, harassing, threatening, hateful or discriminatory;

(b) obscene, pornographic, sexually explicit, indecent or profane;

(c) violent, dangerous, unlawful, or encouraging of unlawful or unsafe conduct;

(d) political or religious in nature, unless expressly authorised in writing by Klyp;

(e) promoting Malicious Software, spam, pyramid schemes or fraudulent schemes;

(f) directed at, or otherwise inappropriate for, persons under the age of 18; or

(g) promoting any product or service in a regulated category for which Brand does not hold the necessary licence, authorisation or approval, including pharmaceuticals, medical devices, food supplements, financial products and services, tobacco and nicotine products, alcohol, weapons and gambling.

4.6 Responsibility. Brand, and not Klyp, is responsible for its approval, publication and use of Creator Content and for its own compliance with Applicable Laws. Klyp reserves the right, but assumes no obligation, to review, reject, remove or disable access to Creator Content that Klyp reasonably considers to breach this Agreement or Applicable Laws.

4.7 Communications through the Services. Brand will conduct all Campaign-related communications with Creators within the Services, so that a complete electronic record of each engagement is maintained. Klyp is not responsible or liable in respect of arrangements made outside the Services.

4.8 Product samples. Where Brand supplies product samples to a Creator in connection with a Campaign, Brand is solely responsible for fulfilment, shipping, customs, duties, insurance and any arrangement regarding return or reimbursement. Where the Services provide a facility for recording despatch and receipt of samples, that facility exists only to record the parties' own confirmations: Klyp does not verify, validate, track, insure or manage the shipment of any product, and does not take possession of any sample. Klyp will request evidence of shipment only where a dispute is raised.

4.9 Non-solicitation and non-circumvention.

(a) The restriction. During an active Campaign and for the period specified within the Services following its completion (the "Restricted Period"), Brand will not, without Klyp's prior written consent, directly or indirectly:

(i) solicit, approach, canvass or encourage any Creator first introduced to Brand through the Services to provide content or services of a kind offered through the Services otherwise than through the Services;

(ii) engage, contract with or pay any such Creator for content or services of a kind offered through the Services otherwise than through the Services;

(iii) request, offer or exchange contact details with any such Creator for the purpose of doing either of the above; or

(iv) solicit or encourage any such Creator to transact through, or transfer their engagement to, any platform or service that competes with the Services.

(b) This applies whether or not commission would have been payable. It is not a defence that no Platform Commission would have arisen, or that Brand did not intend to avoid it.

(c) What this does not restrict. This clause does not apply to: (i) any relationship that Brand can demonstrate pre-dated the introduction through the Services; (ii) the engagement of a Creator for services of a materially different character from those offered through the Services; (iii) Brand's response to a general public advertisement or listing not directed at Brand; or (iv) a Creator whom Brand can demonstrate it identified independently of the Services.

(d) Remedy. Where Brand engages a Creator in breach of this clause, Brand will pay to Klyp an amount equal to the Platform Commission that would have been payable had the engagement been transacted through the Services. The parties agree that this amount represents a genuine pre-estimate of Klyp's loss and a proportionate protection of Klyp's legitimate interest in the integrity of the marketplace. This is without prejudice to Klyp's other remedies, including suspension under clause 11.4.

(e) Reasonableness. Brand acknowledges that this clause is no wider than is reasonably necessary to protect Klyp's legitimate interest in the marketplace it has built and the introductions it has made, and that Klyp would not make Creators discoverable through the Services without it. If any part of this clause is held unenforceable but would be enforceable if some part of it were deleted or its duration reduced, it applies with that modification.

5. Campaigns: Slots, submission and Acceptance

5.1 Creation and funding. Brand creates a Campaign by configuring the Campaign Details and providing a Campaign Brief. The Campaign Details, once launched, form part of this Agreement in respect of that Campaign. A Campaign becomes visible to Creators only once it has been funded in accordance with clause 7.5, or once Klyp has confirmed that the Campaign may proceed on credit terms under clause 7.7 or under an Order Form. In this Agreement, a Campaign that has been so confirmed is treated as funded for the purposes of clauses 5.2, 5.8, 5.10 and 7.5.

5.2 Slot Acceptance. Brand may invite Creators to a Campaign, and Creators may apply to it. When Brand Slot Accepts a Creator:

(a) the Creator Compensation budgeted for that Slot is reserved from the Campaign's available funded balance — or, where the Campaign proceeds on credit terms or under an Order Form, against Brand's approved credit limit — and is no longer available for other Slots;

(b) Brand commits to pay that Creator Compensation if the Creator delivers in accordance with the Campaign Brief and Campaign Details; and

(c) no rights in any Creator Content arise, and no deliverable is accepted.

Klyp will prevent Slot Acceptance where the available funded balance, or the approved credit limit, is insufficient to cover the reservation. An invitation or application, without Slot Acceptance, reserves nothing and commits Brand to nothing. Invitations and applications expire, and the Slot reopens, after the period specified in the Campaign Details.

5.3 Slot Acceptance does not limit review. For the avoidance of doubt, Slot Acceptance does not oblige Brand to accept any deliverable submitted by that Creator, and does not restrict Brand's rights under clauses 5.5 to 5.8 to request revisions or to reject a deliverable on a permitted ground. Brand's payment commitment under clause 5.2(b) is conditional on delivery in accordance with the Campaign Brief and Campaign Details, and is discharged where a deliverable is validly rejected under clause 5.8.

5.4 Concept stage. Where the Campaign Details require concept approval, the Slot Accepted Creator submits a concept before production. Brand must approve the concept or request a redirection within the period specified in the Campaign Details, failing which the concept is deemed approved. Production and submission are unlocked only once the concept is approved or deemed approved.

5.5 Submission and review. Creators submit deliverables through the Services in accordance with the Campaign Brief and Campaign Details. Within the Review Period, Brand must Content Accept the deliverable, reject it in accordance with clause 5.8, or request revisions in accordance with clause 5.7.

5.6 Deemed Content Acceptance. If Brand does not Content Accept, reject or request revisions before the expiry of the Review Period, the deliverable is deemed Content Accepted upon expiry of that period, and all payment and licensing consequences of Content Acceptance follow. Klyp will provide Brand with advance notice within the Services before the Review Period expires.

5.7 Revisions. Brand may request revisions up to the number of rounds specified in the Campaign Details. A request for revisions must state the respects in which the deliverable does not meet the Campaign Brief. A request for revisions is not a rejection and does not discharge Brand's commitment under clause 5.2(b). Where the Campaign Details so provide, the Review Period restarts on resubmission. Once the revision allowance is exhausted, Brand may only Content Accept or reject.

5.8 Rejection. Brand may reject a deliverable within the Review Period only by selecting a ground made available within the Services for that Campaign. Rejection is available only after Brand has requested at least one round of revisions, except where the ground is that the content is not original to the Creator, which may be relied upon immediately. On valid rejection: (a) no Licensed Rights arise; (b) the reservation for that deliverable returns to the Campaign's available funded balance; (c) the Creator retains all rights in the rejected content and may repurpose it; and (d) no Creator Compensation is payable for that deliverable, save for any partial or kill fee specified in the Campaign Details.

5.9 Disputes raised by Creators. A Creator may dispute a rejection within the period specified within the Services. A dispute freezes the amount in question pending review. Klyp will consider the Campaign Brief, the deliverable and both parties' submissions, and will either uphold the rejection, in which case the amount returns to the Campaign's available funded balance and Brand receives no rights in the content, or overturn it, in which case the deliverable is treated as Content Accepted. Brand will provide reasonable cooperation with any such review.

5.10 Late delivery and removal.

(a) Removal is not automatic. A Creator's Slot does not lapse merely because a deadline has passed. Where a Slot Accepted Creator has not submitted a deliverable by the deadline specified in the Campaign Details, Brand may remove that Creator from the Campaign at any time before the deliverable is submitted, but is not obliged to do so.

(b) Effect of removal. On removal, the Slot membership ends, the reservation returns to the Campaign's available funded balance, no Creator Compensation is payable for that deliverable, and the Slot may be offered to another Creator.

(c) Reported timing issues. A Creator may report a timing issue through the Services. Where Klyp has confirmed an extension following such a report, Brand may not remove the Creator under clause 5.10(a) before the extended deadline has passed. Klyp will notify Brand when an extension is confirmed.

(d) Delay attributable to Brand. Brand may not remove a Creator under clause 5.10(a) to the extent that the delay is attributable to: (i) Brand's failure to provide the Campaign Brief, product samples, access, approvals or information required by the Campaign Details, within the periods specified; (ii) Brand's concept approval or revision turnaround; or (iii) an event of the kind described in clause 10.5. The deadline is extended by a period equal to the delay so caused.

(e) No reduction in Creator Compensation. Late submission does not reduce the Creator Compensation payable for a deliverable. Brand's remedy for late delivery is removal under clause 5.10(a).

(f) Review rights unaffected. A deliverable submitted late remains subject to the review, revision, rejection and dispute provisions of clauses 5.5 to 5.9. Lateness is not of itself a ground for rejecting a deliverable that meets the Campaign Brief.

(g) Record. Late delivery and removal under this clause are recorded against the Creator's reliability record maintained by Klyp.

5.11 Campaign end. A Creator who has been Slot Accepted before the Campaign end date retains that Slot and the associated deadlines notwithstanding the passing of the end date, and Brand's obligations in respect of that Slot continue until the deliverable is Content Accepted, rejected or the deadline expires.

5.12 Access before Content Acceptance. Before Content Acceptance and payment, Brand may access submitted Creator Content solely for the purpose of internal review and evaluation within the Services. Brand must not copy, download (except as necessary for review within the Services), distribute, publish, display or otherwise exploit Creator Content externally before Content Acceptance and payment.

5.13 Prohibition on early use. Any use of Creator Content in advertising, marketing or any public-facing channel before Content Acceptance and payment is prohibited and constitutes a material breach of this Agreement. Any such use: (a) is deemed to constitute Content Acceptance; (b) triggers immediate liability for all applicable amounts; and (c) entitles Klyp, and where applicable the affected Creator, to pursue all remedies available, including injunctive relief.

5.14 Minimum live period. Where the Campaign Details require Creator Content to remain published on a Creator's channels for a minimum period, Brand will not instruct or procure its earlier removal, and will notify Klyp if it becomes aware that content has been removed early.

5.15 Detection technologies. Brand acknowledges that Klyp applies Tracking Parameters to Creator Content and may employ automated techniques, including audio, visual and voice similarity detection, to identify Creator Content in use across advertising and marketing channels, including where that content has been modified, re-encoded, screen-recorded or republished outside the Services. Klyp's use of such techniques is subject to the Privacy Policy and to Applicable Laws.

5A. Managed Campaigns

5A.1 Default position. Klyp provides a self-serve platform. Brand runs its own account, configures its own Campaigns and makes its own decisions on Creator Content. This clause 5A applies only to a Campaign that Brand and Klyp have expressly agreed will be a Managed Campaign, whether in an Order Form or as recorded and accepted within the Services. It does not apply to any other Campaign.

5A.2 Appointment. For each Managed Campaign, Brand appoints Klyp as its agent for the sole purpose of performing the Specified Acts. The appointment is limited, non-exclusive and revocable, applies only to that Campaign, and confers no authority beyond the Specified Acts. Brand remains the principal, remains the party licensed under clause 6, and remains liable for the Fees.

5A.3 Specified Acts. Unless the Order Form or the arrangement recorded in the Services provides otherwise, the Specified Acts are: (a) configuring the Campaign Details within parameters approved by Brand; (b) preparing the Campaign Brief; (c) identifying, inviting and Slot Accepting Creators; (d) approving or redirecting concepts; (e) requesting revisions; and (f) exercising Content Acceptance or rejecting deliverables.

5A.4 Matters requiring Brand's approval. Klyp will not, without Brand's express prior approval given through the Services or in writing: (a) launch or fund a Campaign, or increase a Campaign Budget; (b) purchase extended Usage Rights or Boost; (c) approve any claim about Brand's products or services, or any content in a regulated category; (d) publish, or authorise publication of, any content from an account belonging to Brand; (e) incur advertising spend; or (f) enter into any commitment binding on Brand with any third party.

5A.5 Responsibility for the Campaign Brief and content decisions. Where Klyp prepares the Campaign Brief or exercises Content Acceptance as a Specified Act:

(a) the warranty in clause 4.1, and the warranties in clauses 4.2 to 4.5 to the extent they concern matters within Klyp's control as a result of performing the Specified Acts, do not apply to Brand in respect of that Managed Campaign;

(b) the indemnity in clause 10.6 does not apply to the extent that the claim arises from Klyp's performance of the Specified Acts; and

(c) Brand nevertheless remains responsible, and the warranties in clause 4 continue to apply, in respect of: information, product claims, substantiation, imagery and Brand Marks supplied by Brand to Klyp; Brand's products and services themselves; Brand's own regulatory licences and authorisations; and any instruction Brand gives that Klyp follows.

5A.6 Acceptance decisions and conflict. Brand acknowledges that, where Klyp both prepares the Campaign Brief and exercises Content Acceptance, Klyp will be assessing work produced against a brief it wrote. Brand consents to that arrangement. Brand may at any time reserve Content Acceptance to itself by notice through the Services, in which case clause 5.5 to 5.9 apply to Brand as normal. Deemed Content Acceptance under clause 5.6 continues to apply, and where Klyp holds the Specified Act it operates against Klyp.

5A.7 Standard of care. Klyp will perform the Managed Services with reasonable care and skill. Clause 9.4 continues to apply, and Klyp gives no guarantee as to the reach, engagement, conversion, sales or effectiveness of a Managed Campaign.

5A.8 Access to Brand accounts. Where the Managed Services require access to an account, page or integration belonging to Brand, Brand will grant that access through the permissions mechanism provided by the relevant third-party platform, and is responsible for granting, maintaining and revoking it. Klyp will use that access solely to perform the Specified Acts for the relevant Managed Campaign. Klyp will not incur advertising spend without approval under clause 5A.4(e), and any advertising spend is contracted for and settled directly between Brand and the relevant platform.

5A.9 Fees. A managed campaign fee is payable as agreed in the Order Form or displayed within the Services. Klyp may quote a Managed Campaign as a single inclusive price, and is not obliged to disclose to Brand the breakdown between Creator Compensation, Platform Commission and the managed campaign fee. This does not affect clause 7.3, and the Creator Compensation shown to a Creator in the Campaign Details remains payable to that Creator in full.

5A.10 Ending the arrangement. Either party may end the Managed Services for a Campaign on reasonable written notice, or immediately where the other is in material breach. On ending, the appointment under clause 5A.2 is revoked, Brand resumes all Specified Acts, and the Campaign continues as a self-serve Campaign. Brand will pay the managed campaign fee in proportion to the Managed Services performed up to that point.

5A.11 Records. Acts performed by Klyp under this clause are recorded in the Services as performed by Klyp on Brand's behalf, and are attributable to Klyp for the purposes of clauses 5A.5 and 5A.6.

6. Intellectual property and licences

6.1 Brand Marks. Brand retains all right, title and interest in its Brand Marks. Brand grants Klyp a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, adapt, display and otherwise use Brand Marks to the extent reasonably necessary to operate and provide the Services, administer Campaigns and comply with Applicable Laws. That licence terminates on termination of this Agreement, save in respect of the promotional rights granted under clause 6.11 and any archival copies retained in accordance with clause 8.

6.2 Creator ownership. Creators retain ownership of Creator Content and of all Intellectual Property Rights in it. Nothing in this Agreement operates as an assignment of copyright to Brand.

6.3 Pre-Acceptance review licence. Before Content Acceptance and payment, Brand receives a limited, non-exclusive, non-transferable, non-sublicensable licence to access submitted Creator Content solely for internal review and evaluation within the Services. No other right or licence is granted before Content Acceptance and payment in full.

6.4 The Licensed Rights. Upon Content Acceptance and receipt in full of all amounts due in respect of that deliverable, the Creator grants Brand a perpetual, irrevocable, worldwide, royalty-free, fully paid licence to use, reproduce, publish, display, distribute, communicate to the public and adapt that Creator Content for commercial purposes, on the media and channels and for the purposes specified in the Campaign Details.

That licence is granted to the exclusion of all other persons, including the Creator, save only for the reserved right described in clause 6.7. The Creator may not license, sell or otherwise make that Creator Content available to any third party, and may not use it for any commercial purpose.

The licence is sublicensable to Brand's agencies and media buyers solely for the purpose of exercising it on Brand's behalf, and is transferable only together with the business or brand to which the Campaign relates.

6.5 Specification of the Licensed Rights. The Campaign Details for every Campaign will specify, in respect of each deliverable, an explicit and detailed indication of each right granted, the extent and purpose of the grant, and the duration and territory of exploitation. The Campaign Details, as displayed and accepted within the Services, together with this Agreement, constitute the written record of that grant.

6.5A Paid advertising. Brand must state in the Campaign Details, before a Creator accepts a Slot, whether the Creator Content may be used in paid advertising.

Where the Campaign Details state that paid advertising is permitted, Brand may use the Creator Content in paid advertising on any platform, in any format, in any territory, and for the full duration of the Licensed Rights, without further consent, notice or payment. No restriction as to platform, format, placement, territory or duration applies unless the Campaign Details expressly impose one.

Where the Campaign Details do not expressly permit use in paid advertising, the Licensed Rights do not include any right to use the Creator Content in paid advertising, and any such use is unlicensed. Silence or ambiguity does not confer paid advertising rights.

Where Brand wishes to acquire paid advertising rights after a Creator has accepted a Slot, Brand must acquire them through the Services at the applicable rate before that use begins, and the Creator will be notified.

6.6 Timing of the grant. No Licensed Rights arise until all amounts due in respect of the relevant deliverable have been received in full. Accordingly:

(a) under a Flat Fee Programme, the Licensed Rights arise on Content Acceptance and payment of the Creator Compensation for that deliverable;

(b) under a Performance Programme, the Licensed Rights arise on payment of the amount determined at the close of the measurement window specified in the Campaign Details; and

(c) under a Commission Programme, Brand holds only a revocable, non-exclusive licence to use the Creator Content for the Campaign for so long as it pays commission when due. The Licensed Rights arise only on the closure of the Commission Programme and payment in full of all accrued commission. If Brand becomes delinquent and fails to remedy within a reasonable period following written notice, Klyp may suspend or terminate that revocable licence, and Brand will cease all use and remove or disable any live advertising featuring that Creator Content within the period specified within the Services.

6.7 Creator's reserved portfolio right. The Creator reserves, and the Licensed Rights are subject to, a perpetual, non-exclusive right for the Creator to display the Creator Content in the Creator's own portfolio, showreel, website and social media accounts for the purposes of demonstrating the Creator's own work. That reserved right does not permit the Creator to license the Creator Content to any third party, to use it in any campaign for any other brand, or to use it in any paid advertising. Brand acknowledges this reservation and agrees that it does not constitute a breach of the exclusivity granted under clause 6.4.

6.8 Right of action. The Creator expressly grants Brand the right to bring proceedings in its own name in respect of any infringement of the Licensed Rights by a third party occurring after the grant, and to recover damages and other relief in respect of that infringement, in each case as if Brand were the owner of the Intellectual Property Rights in the Creator Content. Brand will notify Klyp before commencing any such proceedings, and will not settle any claim in a manner that imposes any obligation on the Creator without the Creator's prior written consent. Nothing in this clause affects the Creator's own right to bring proceedings.

6.9 Moral rights. Brand acknowledges that Creators retain their moral rights in Creator Content, that under certain Applicable Laws those rights are perpetual and incapable of assignment or waiver, and that this Agreement does not purport to assign or waive them. Brand will not subject Creator Content to derogatory treatment, will not edit or adapt it beyond the scope permitted by the Campaign Details, and will provide attribution where the Campaign Details so require.

6.10 Boost and use of a Creator's account. The Licensed Rights do not include any right to publish Creator Content as advertising from, or in the name of, a Creator's own social media account, or otherwise to use a Creator's handle, identity or endorsement beyond the Creator Content itself. Where the Services make Boost available, that use requires the Creator's separate consent given through the Services, is priced separately as displayed within the Services, and may additionally require the Creator to grant permissions within the relevant third-party platform. Brand acknowledges that a Creator may decline. Advertising spend on a third-party platform is contracted for and settled directly between Brand and that platform and does not pass through Klyp.

6.11 Promotional use by Klyp. Unless Brand opts out by written notice to support@withklyp.com, Klyp may use Brand's name, logo and non-confidential Campaign information for marketing, promotional and case study purposes. Advertising creative that Brand has already published publicly is not Confidential Information. Specific commercial figures, including advertising spend, revenue, return on advertising spend and conversion rates, are excluded unless aggregated or anonymised.

6.12 Klyp's rights. Klyp and its licensors retain all right, title and interest in and to the Services, together with all associated Intellectual Property Rights. Your access to and use of the Services transfers no ownership right to you.

7. Fees, funding and payment

7.1 Rates and parameters. Creator Compensation rates, Platform Commission rates, Subscription fees, managed campaign fees, rights uplifts and all other charges are those displayed within the Services at the time the relevant Campaign is launched or the relevant option is selected, or as set out in an Order Form, and are incorporated into this Agreement in respect of that Campaign or option. Clause 1.34 applies.

7.2 Klyp's role in payments. Klyp collects funds from Brand and disburses Creator Compensation to Creators as collection and disbursement agent, and for no other purpose. Brand acknowledges and agrees that:

(a) funds are received, held and settled by the Payment Partner in an account operated by the Payment Partner, and not by Klyp;

(b) Klyp is not a bank, deposit-taker, payment institution or electronic money institution, does not hold client money and does not provide payment services on its own account;

(c) payment to the Payment Partner discharges Brand's payment obligation in respect of the amounts so paid, to the extent received; and

(d) the Payment Partner's own terms govern the processing of transactions and are incorporated by reference to that extent.

7.3 How amounts are made up. Amounts payable by Brand in respect of a Campaign may comprise any of the following, as displayed within the Services or as set out in an Order Form: (a) the Campaign Value; (b) Platform Commission; (c) a Subscription fee; (d) a fixed fee, managed campaign fee, licence fee, set-up fee or other charge, whether or not calculated by reference to Campaign Value; and (e) Taxes. Klyp may waive or reduce any fee, in whole or in part, in respect of any Campaign or period.

Unless an Order Form provides otherwise, Platform Commission is charged in addition to Campaign Value and is not deducted from it.

In every case, and notwithstanding any Order Form, the Campaign Value is the amount available for payment to Creators in full, and no fee charged by Klyp to Brand reduces the Creator Compensation shown to a Creator in the Campaign Details.

7.4 Subscription. Klyp may make one or more Subscription plans available, the features and fees of which are displayed within the Services. Where Brand subscribes:

(a) the Subscription fee is payable in advance for each subscription period and renews automatically at the end of each period, at the fee then displayed within the Services, unless cancelled;

(b) Brand may cancel at any time with effect from the end of the current subscription period, through the Services;

(c) where the Subscription entitles Brand to a credit against Platform Commission, that credit applies only within the subscription period in which it arises and does not carry forward; and

(d) the Subscription fee is not refundable, in whole or in part, once the subscription period has begun, except where Klyp terminates this Agreement other than for Brand's breach, or where a refund is required by Applicable Laws. Cancellation takes effect at the end of the paid period and Brand retains the Subscription benefits until then.

7.5 Funding a Campaign. Unless otherwise agreed under clause 7.7 or in an Order Form, Brand must fund a Campaign in full, comprising Campaign Value, Platform Commission and Taxes, before the Campaign becomes visible to Creators. Pre-funding is the default arrangement and applies to every Campaign unless expressly varied in writing. Funds are held by the Payment Partner and applied as follows:

(a) on Slot Acceptance, the relevant Creator Compensation is reserved;

(b) on Content Acceptance, the reserved Creator Compensation is released to the Creator;

(c) on valid rejection, on expiry of a delivery deadline, or on a Creator's withdrawal, the reservation returns to the available funded balance; and

(d) on closure of the Campaign, clause 7.11 applies.

7.6 Float-funded Campaigns. Where the total amount payable under a Campaign is not fixed at launch, including under a Commission Programme, Brand will deposit and maintain a Float in the amount displayed within the Services. Accrued amounts are drawn from the Float as they are verified. Where the Float falls below the threshold displayed within the Services, Brand will be prompted to top it up, and where the Float is exhausted the Campaign will be paused automatically until it is replenished. Klyp is not obliged to pay any amount in excess of the Float.

7.7 Credit terms. Klyp may, at its discretion and by written notice, grant Brand a credit facility under which Campaigns are invoiced rather than pre-funded. Where credit terms apply: (a) invoices are payable within the period stated on the invoice; (b) Klyp may require a security deposit, bank guarantee or parent company guarantee; (c) Klyp may set, reduce or withdraw a credit limit on notice, without affecting Campaigns already launched; and (d) Creator Compensation remains payable to Creators on Content Acceptance irrespective of whether Brand has paid Klyp, and Brand's corresponding obligation to Klyp is a debt due and payable.

7.7A Bespoke arrangements. Klyp and Brand may agree alternative commercial and funding arrangements in an Order Form, including: a different fee basis or fee structure; a fixed, capped, tiered or nil fee; a fee not calculated by reference to Campaign Value; deferred, milestone, partial or periodic funding; a deposit in place of full pre-funding; a security deposit or guarantee; and different refund arrangements. An Order Form may provide for a single inclusive price for a Campaign or period, in which case Klyp is not obliged to disclose to Brand the breakdown between Creator Compensation, Platform Commission and any other fee. An Order Form prevails over clauses 7.1, 7.3, 7.4, 7.5, 7.6 and 7.11 to the extent of any inconsistency, and only in respect of the Campaigns or period to which it applies.

An Order Form may not: (a) reduce the Creator Compensation shown to a Creator in the Campaign Details, or make it conditional on Brand's payment to Klyp; (b) vary clause 6 (Intellectual property and licences) or clause 10 (Liability); or (c) apply retrospectively to a Campaign already launched, unless both parties expressly agree in writing.

Where a Campaign is not pre-funded, Creator Compensation remains payable to Creators on Content Acceptance irrespective of whether Brand has paid Klyp, and Brand's corresponding obligation to Klyp is a debt due and payable.

7.8 Performance measurement. Qualified Views are measured using the data source specified in the Campaign Details, being either analytics reported by the publishing platform through an authorised integration, or verified capture of the Creator's native analytics submitted through the Services. Klyp will apply the measurement window, view-duration threshold and fraud-screening rules specified in the Campaign Details, and will freeze the applicable count at the close of that window. Creator Compensation under a Performance Programme is capped at the per-deliverable maximum specified in the Campaign Details, and Brand's total liability in respect of that Campaign will not exceed the amount funded. Where platform data is unavailable or manifestly inaccurate, Klyp will determine Qualified Views acting reasonably, and will explain the basis of its determination on request.

7.9 Attribution. Attribution is determined using the mechanism specified in the Campaign Details, which may include Creator-specific discount codes applied at checkout, tracked links, or data from Brand's connected commerce or advertising integrations. Brand will establish and maintain the integrations required by the Campaign Details for the duration of the Campaign and for the attribution window thereafter. Brand's failure to do so does not relieve Brand of any payment obligation, and Klyp may in that event determine attributable outcomes acting reasonably on the basis of the data available to it.

7.10 Commission rate lock and adjustments. Once a Creator is admitted to a Commission Programme, the applicable rate for that Creator in that programme is fixed and may not be reduced. Brand may create a new Commission Programme on different terms, which Creators may decline. Earned commission may not be reduced or clawed back retrospectively, save where: (a) fraud or order manipulation is established; (b) an order is refunded or cancelled in full; or (c) a chargeback occurs and chargebacks are expressly identified as an adjustment event in the Campaign Details.

7.11 Closure of a Campaign; refunds. Unless an Order Form provides otherwise, on closure, expiry or cancellation of a Campaign:

(a) the unspent portion of the Campaign Value is credited to Brand's Klyp Balance;

(b) Platform Commission is retained only in proportion to the Campaign Value actually released to Creators. The Platform Commission attributable to the unspent portion of the Campaign Value is credited to Brand's Klyp Balance together with that unspent portion;

(c) any Taxes charged on refunded amounts are adjusted accordingly and a credit note is issued; and

(d) Subscription fees are not refundable and are unaffected by this clause; and

(e) any managed campaign fee is retained in proportion to the Managed Services performed, and the balance is credited to Brand's Klyp Balance.

Where a Campaign is closed following Brand's material breach, or where Brand has caused a Campaign to fail to deploy, Klyp may retain Platform Commission in full and will explain the basis on which it has done so.

7.12 Klyp Balance and withdrawals. Refunds, unspent balances and adjustments are credited to Brand's Klyp Balance by default and may be applied to any future Campaign. Brand may at any time request withdrawal of all or part of its Klyp Balance to its originating payment method, subject to verification under clause 3.3, to any amounts properly due to Klyp, and to processing times imposed by the Payment Partner. Klyp does not charge for withdrawal, and a Klyp Balance does not expire.

7.13 Set-off and recovery. Klyp may set off against any amount held for Brand, or invoice Brand for, any amounts, chargebacks, reversals, refunds, corrections of overpayment and Taxes properly due under this Agreement. Klyp will notify Brand of any set-off, together with a breakdown, at the time it is applied. Brand may not withhold or set off any amount, save to the extent of an amount that Klyp has admitted in writing or that has been awarded to Brand under a final and binding determination.

7.14 Taxes.

(a) All amounts are exclusive of value added tax, sales tax and equivalent transaction taxes, which Klyp will add at the prevailing rate where chargeable and show separately on a compliant invoice.

(b) Where Brand is required by Applicable Laws to deduct or withhold Tax from a payment to Klyp, Brand may make that deduction provided that it accounts for the withheld amount to the relevant authority within the applicable statutory period and delivers to Klyp the official withholding certificate within a reasonable period. On delivery of a valid certificate, the withheld amount is treated as paid for the purposes of this Agreement.

(c) Where Brand fails to deliver a valid withholding certificate within a reasonable period, Brand will pay such additional amount as ensures that Klyp receives the amount it would have received had no deduction been made.

(d) Each party is responsible for its own Taxes.

7.15 Anti-circumvention of attribution. Brand will not remove, obscure, disable or interfere with Tracking Parameters, attribution mechanisms or detection features, and will not take any step with the purpose or effect of avoiding amounts payable. Any publication of Creator Content through a channel or advertising account deliberately configured so as to defeat attribution constitutes a material breach, is deemed to constitute Content Acceptance of the relevant Creator Content, and triggers all associated payment and licensing obligations.

7.16 Charging for undisclosed use. Where Klyp determines, in good faith and on the basis of platform records, Attribution Data or detection technologies, that Brand has used Creator Content obtained through the Services outside the scope of the Licensed Rights or without payment, Klyp may invoice Brand for the amounts that would have been payable. Klyp will provide the evidence relied upon, and Brand's rights under clause 7.18 apply.

7.17 Audit cooperation. On reasonable request, and no more frequently than the Services provide for, each party will provide the other with information reasonably necessary to verify use and attribution in connection with Campaigns, subject to the confidentiality obligations in clause 8. Neither party is required to disclose information where doing so would breach Applicable Laws or an obligation of confidence owed to a third party.

7.18 Disputed amounts. Brand must notify Klyp in writing of any dispute concerning an invoice or charge within the period displayed within the Services, stating the grounds and providing supporting evidence. The parties will discuss disputed amounts in good faith. Klyp may withhold the disputed amount from disbursement pending resolution. Amounts not in dispute remain payable when due. Nothing in this clause operates to shorten any limitation or prescription period that applies as a matter of mandatory Applicable Law.

7.19 Late payment. Interest accrues on overdue amounts, from the due date until payment, at the rate of seven per cent (7%) per annum or the maximum rate permitted by Applicable Laws, whichever is lower. Klyp may additionally suspend Campaigns and withhold approvals while any amount remains overdue.

8. Data protection, confidentiality and security

8.1 Data protection. Each party will comply with all Applicable Laws relating to the protection of personal data. Klyp's processing of personal data in connection with the Services is described in the Privacy Policy.

8.2 Roles. In relation to personal data processed through the Services: (a) each party acts as an independent controller in respect of personal data for which it determines the purposes and means of processing; (b) where Klyp processes personal data on Brand's documented instructions in connection with a Campaign, Klyp acts as processor and the parties will enter into a data processing addendum on Klyp's standard terms; and (c) each party will provide the other with such assistance as is reasonably required to respond to data subject requests and regulatory enquiries.

8.3 International transfers. Brand acknowledges that personal data processed through the Services may be transferred to, stored in and processed in jurisdictions other than that in which it was collected. Klyp will implement such safeguards, and obtain such approvals, as are required under Applicable Laws.

8.4 Usage Data. Klyp may collect and use data concerning the use of the Services, Campaign performance and advertising analytics, including aggregated, de-identified and anonymised data ("Usage Data"), for the purposes of operating, securing, supporting and improving the Services and developing benchmarks and analytics. Klyp does not require and does not intentionally collect end-customer names, email addresses, telephone numbers or demographic profiles for attribution purposes. Klyp owns Usage Data and all derivatives of it, to the extent permitted by Applicable Laws.

8.5 Confidentiality. Each party will keep the other's Confidential Information confidential, use it solely for the purposes of this Agreement, and disclose it only to those of its personnel, professional advisers and subcontractors who need to know it and who are bound by equivalent obligations, or where disclosure is required by Applicable Laws. These obligations continue for three (3) years following termination and, in respect of trade secrets, for so long as the relevant information retains that character.

8.6 Protection of Brand Data. In addition to clause 8.5, Klyp will: (a) use Brand Data solely to provide, secure, operate, support and improve the Services and as otherwise permitted by this Agreement; (b) not sell Brand Data; (c) not disclose identifiable Brand Data to any third party, except to service providers bound by equivalent confidentiality obligations or as required by Applicable Laws; and (d) not share identifiable Brand Data with any competitor of Brand. Klyp will notify Brand without undue delay of any confirmed unauthorised access to identifiable Brand Data.

8.7 Reservation. Nothing in clause 8.6 limits Klyp's rights in and use of Usage Data under clause 8.4, its promotional rights under clause 6.11, or its operation of the marketplace generally, including working with other brands, agencies and creators, using aggregated, de-identified or independently obtained information.

8.8 Security. Klyp will maintain administrative, technical and organisational measures appropriate to the risk, designed to protect Creator Content and Brand Data against unauthorised access, use, alteration, disclosure or destruction. Brand acknowledges that no system is completely secure and that Klyp does not warrant that the Services will be free from unauthorised access.

8.9 Third-party services. The Services may link to or integrate with third-party websites and services. Klyp does not control and is not responsible for third-party content, policies or practices. Where Brand connects a third-party service, Brand controls what data is shared through that integration and is responsible for ensuring that the sharing complies with Applicable Laws and with Brand's own privacy notices.

9. Warranties and disclaimers

9.1 Mutual warranties. Each party represents and warrants that it has full power and authority to enter into and perform this Agreement and that the individual accepting it on its behalf is duly authorised to do so.

9.2 Klyp's warranty. Klyp warrants that it will provide the Services with reasonable care and skill.

9.3 Disclaimer. Save as expressly set out in this Agreement, and to the fullest extent permitted by Applicable Laws, Klyp excludes all warranties, conditions, representations and terms implied by statute, common law or otherwise, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, quality or reliability. Klyp does not warrant that the Services will be uninterrupted, secure, timely or error-free, that they will meet Brand's requirements, or that all defects will be corrected.

9.4 No performance guarantee. Klyp makes no representation, warranty or guarantee concerning the reach, engagement, conversion rate, sales, return on investment or effectiveness of any Campaign or item of Creator Content. Brand acknowledges that marketing outcomes are inherently variable and dependent on factors outside Klyp's control.

10. Liability

10.1 Liability that cannot be excluded. Nothing in this Agreement limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or wilful misconduct; (d) breach of clause 8.5 or 8.6 (confidentiality); or (e) any other liability that cannot lawfully be limited or excluded under Applicable Laws.

10.2 Excluded losses. Subject to clause 10.1, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, loss of revenue, loss of anticipated savings, loss of business or business opportunity, loss of goodwill, loss of or corruption of data, or any indirect, consequential, special, exemplary or punitive loss, in each case however arising and whether or not the possibility of that loss was foreseeable or notified.

10.3 Cap on liability. Subject to clause 10.1, Klyp's total aggregate liability arising out of or in connection with this Agreement and the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of: (a) the total Platform Commission, Subscription fees and managed campaign fees paid by Brand to Klyp during the twelve (12) months immediately preceding the event giving rise to the claim; and (b) EGP 1,000. Klyp has no liability whatsoever in respect of Trials and Beta Features.

This cap does not limit Brand's right to the return of its Klyp Balance or of funded amounts held for its account.

10.4 Allocation of risk. Brand acknowledges that the limitations and exclusions in this clause 10 reflect a reasonable allocation of risk between the parties, having regard to the amounts payable, the nature of the Services, the availability of insurance to each party, and the fact that Klyp is not a party to the underlying arrangement between Brand and any Creator.

10.5 Force majeure. Neither party is liable for any delay in or failure to perform its obligations (other than an obligation to pay amounts already accrued) caused by an event beyond its reasonable control, including acts of God, natural disaster, epidemic, fire, flood, war, terrorism, civil unrest, governmental action, currency or exchange controls, labour dispute, power or telecommunications failure, cyber attack, and the failure or default of a third-party provider. If such an event continues for a prolonged period, either party may terminate this Agreement on written notice.

10.6 Indemnity by Brand. Subject to clause 5A.5(b), Brand will indemnify and hold harmless Klyp, its affiliates and their respective officers, directors, employees, contractors and agents against all losses, liabilities, damages, awards, settlements, regulatory penalties and reasonable costs and expenses (including reasonable legal fees) arising out of or in connection with any third-party claim, regulatory investigation or enforcement action relating to: (a) Brand's use of the Services; (b) Brand's breach of this Agreement; (c) any infringement or misappropriation of third-party rights; (d) Brand's Campaigns, Campaign Briefs, Brand Marks, products or services; or (e) any allegation that Creator Content approved, published or used by Brand breaches Applicable Laws.

10.7 Indemnity procedure. The indemnified party will: (a) notify the indemnifying party promptly in writing of any claim, provided that a failure to give prompt notice does not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced; (b) give the indemnifying party control of the defence and settlement of the claim, provided that the indemnifying party may not settle any claim in a manner that imposes any obligation on, or admits liability on behalf of, the indemnified party without its prior written consent, not to be unreasonably withheld; and (c) provide reasonable cooperation at the indemnifying party's expense.

10.8 Injunctive relief. Each party acknowledges that a breach of clause 6 or clause 8.5 or 8.6 may cause harm for which damages would be an inadequate remedy, and that the non-breaching party may seek injunctive or other equitable relief, without the requirement to post security, in addition to any other remedy available to it.

11. Term, suspension and termination

11.1 Term. This Agreement commences when you first accept it or access the Services, whichever occurs first, and continues until terminated in accordance with this clause 11.

11.2 Termination for convenience. Either party may terminate this Agreement on thirty (30) days' written notice, provided that termination does not take effect in respect of a Campaign that is launched and funded until that Campaign has completed or has been cancelled by agreement. Termination does not of itself cancel a Subscription, which continues until the end of the current subscription period unless separately cancelled.

11.3 Termination for cause. Either party may terminate this Agreement immediately by written notice if the other party: (a) commits a material breach of this Agreement which is not remediable, or which is remediable and is not remedied within a reasonable period specified in a written notice requiring it to be remedied; (b) becomes insolvent, is unable to pay its debts as they fall due, enters into liquidation, administration, bankruptcy or any analogous proceeding, or has a receiver or administrator appointed over any of its assets; or (c) becomes subject to any applicable sanctions regime.

11.4 Suspension. Klyp may suspend or restrict Brand's access to the Services, or remove or require the modification of any Campaign or item of Creator Content, where Klyp reasonably believes that: (a) Brand is in material breach of this Agreement; (b) continued access presents a legal, regulatory, security or platform-policy risk; (c) amounts are overdue; or (d) suspension is required by Applicable Laws or by a competent authority, payment scheme or third-party platform. Except where immediate action is necessary to prevent harm or is required by Applicable Laws, Klyp will give notice and a reasonable opportunity to remedy before suspending. Suspension does not relieve Brand of any accrued payment obligation.

11.5 Consequences of termination. Termination does not relieve Brand of: (a) any obligation to pay amounts accrued or attributable to activity occurring before the effective date of termination; (b) any commission obligation attributable to Creator Content used in advertising before termination, including commission accruing from post-termination conversions attributable to pre-termination advertising; or (c) any obligation that survives by its nature. Licensed Rights that have arisen under clause 6.6 survive termination in accordance with their terms. Revocable licences under a Commission Programme terminate, and Brand must cease all use within the period specified within the Services. Klyp will apply clause 7.11 on closure of each open Campaign and will make Brand's remaining Klyp Balance available for withdrawal under clause 7.12.

11.6 Survival. Clauses 1, 2.9, 6, 7 (in respect of accrued and unreturned amounts), 8, 9.3, 10, 11.5, 11.6 and 12, together with any other provision which by its nature is intended to survive, survive termination of this Agreement.

12. General

12.1 Governing law. This Agreement, and any dispute or claim arising out of or in connection with it, its subject matter or its formation (including non-contractual disputes or claims), is governed by and construed in accordance with the laws of England and Wales.

12.2 Dispute resolution.

(a) Escalation. Before commencing formal proceedings, the parties will attempt in good faith to resolve any dispute through discussion between senior representatives for a reasonable period following written notice of the dispute.

(b) Determination. Any dispute not resolved under clause 12.2(a) will be finally resolved by arbitration before a single arbitrator under the LCIA Arbitration Rules, with the seat of arbitration in London, England, and the language of the arbitration being English.

(c) Carve-outs. Notwithstanding clause 12.2(b), either party may apply to any court of competent jurisdiction for interim or injunctive relief, and Klyp may bring proceedings for the recovery of an undisputed debt before any court of competent jurisdiction.

12.3 Language. This Agreement is made in the English language. Where Klyp provides a translation, it is for convenience only, and the English language version prevails in the event of any inconsistency, save where mandatory Applicable Laws require otherwise.

12.4 Electronic contracting and signature. The parties agree that acceptance of this Agreement through the Services, and the configuration, acceptance and approval of Campaign Details, submissions, rejections and notices through the Services, constitute valid and binding electronic records and signatures for all purposes, including for the purposes of any requirement under Applicable Laws that a licence or disposition of Intellectual Property Rights be in writing and signed. Neither party will contest the validity or enforceability of this Agreement, or of any grant of rights under clause 6, on the ground that it was concluded electronically.

12.5 Assignment. Brand may not assign, transfer, charge, subcontract or deal in any other manner with any of its rights or obligations under this Agreement without Klyp's prior written consent, except to a successor to the whole of its business on written notice to Klyp. Klyp may assign or transfer this Agreement, in whole or in part, to any affiliate or in connection with a merger, reorganisation, acquisition or sale of all or substantially all of its assets. Any purported assignment in breach of this clause is void.

12.6 Relationship of the parties. The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, fiduciary or employment relationship between the parties, or between Brand and any Creator, save for the limited collection and disbursement agency described in clause 7.2 and the limited appointment under clause 5A where it applies.

12.7 Notices. Any notice given under this Agreement must be in writing and sent: to Klyp at support@withklyp.com, with a copy to any postal address published within the Services; and to Brand at the email address and postal address associated with its account. A notice is deemed given on delivery, if delivered personally or by courier, and on the next business day after transmission, if sent by email, provided that no failure notification is received.

12.8 Entire agreement. This Agreement, together with the Privacy Policy and the Campaign Details, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, understandings and representations. Each party acknowledges that it has not relied on any statement or representation not expressly set out in this Agreement. Nothing in this clause limits or excludes liability for fraud or fraudulent misrepresentation. Any term contained in a purchase order or other document issued by Brand has no effect.

12.9 Order of precedence. In the event of conflict, an Order Form prevails over the Campaign Details, and the Campaign Details prevail over this Agreement, in each case in respect of the Campaign or period to which they relate. Neither an Order Form nor the Campaign Details may vary clauses 6.2, 6.6, 6.9, 10 or 12, and an Order Form is additionally subject to the restrictions in clause 7.7A.

12.10 Variation. Save as provided in the Introduction, no variation of this Agreement is effective unless it is in writing and agreed by both parties.

12.11 Waiver. No failure or delay by a party in exercising any right or remedy operates as a waiver of it, and no single or partial exercise precludes any further exercise. A waiver is effective only if given in writing.

12.12 Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the provision will be deemed deleted, and the deletion will not affect the validity and enforceability of the remainder.

12.13 Third party rights. Except as provided in clause 12.14, a person who is not a party to this Agreement has no right to enforce any of its terms.

12.14 Creator rights. Clauses 4.9, 5.12, 5.13, 6.2, 6.6, 6.7, 6.9, 6.10 and 10.6 are intended to be, and are, enforceable by a Creator whose Creator Content is the subject of the relevant breach, subject in each case to the limitations and exclusions in clause 10. The parties may vary or rescind this Agreement without the consent of any Creator.

12.15 Cumulative remedies. The rights and remedies provided under this Agreement are cumulative and in addition to, and not exclusive of, any rights or remedies provided by law.

Klyp — support@withklyp.com

Creator Terms: https://www.withklyp.com/creator-terms | Privacy Policy: https://www.withklyp.com/privacy | Data Deletion: https://www.withklyp.com/privacy#data-deletion