1. INTRODUCTION
1.1. Parties: These Campaign Participation Terms govern the relationship between Momentist, Inc., a corporation registered under the laws of the State of Delaware, USA, File No. 10346955, with its principal business address at 169 Madison Ave #38364, New York, NY 10016, USA, Contact: contact@evangelist.so, the Clipping Platform Operator and the User, regarding their role in relation to the Campaigns.
1.2. Definitions:
(a) “Affiliate”: Refers to an entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Provider.
(b) “Campaigns”: Refers to campaigns and public competitions hosted on the Clipping Platforms under the corresponding Campaign Terms.
(c) “Campaign Terms”: Refers to the Campaign-specific requirements, eligibility criteria, and payout model, duration, territory or other conditions for User’s participation.
(d) “Client”: Refers to the Provider’s contractual partner commissioning the Campaign.
(e) “Clipping Platform Operator”: Refers to an independent content-aggregation partner that manages participation of its Users in Campaigns.
(f) “Clipping Platform”: Refers to the web, mobile, or application interface platform (such as Discord channels or proprietary platform) operated by Clipping Platform Operator to enable User participation in Campaigns.
(g) “Evaluation Software”: Refers to the Provider’s proprietary technology, including AI-driven brand-safety, authenticity, and performance measurement tools, used for management and evaluation of Campaigns.
(h) “Internet Media”: Refer to third-party internet media platforms (such as YouTube, TikTok, Instagram or similar) selected by the Client among those approved by the Provider for Campaign execution.
(i) “Provider”: Refers to Momentist, Inc.
(j) “Terms”: Refers to these Campaign Participation Terms.
(k) “User”: Refers to any User Content-supplying participant in Campaigns.
(l) “User Content”: Refer to content, including posts, videos, or other media, shared through Internet Media by Users and clipped on the Clipping Platform in connection with a Campaign.
1.3. Interpretation: Unless stated or the context requires otherwise: (i) the singular includes the plural and vice versa; (ii) references to laws or regulations include all amendments or replacements thereof; and (iii) references to any agreement, list, or document include such item as amended or supplemented from time to time.
2. CONTRACTING PROCESS
2.1. Framework Nature. These Terms form a master framework between the Provider and each Clipping Platform Operator for management of Campaigns. Each Campaign is further governed by its respective Campaign Terms, which supplement these Terms.
2.4. Campaign Terms. Each Campaign will have specific Campaign Terms displayed on the relevant Clipping Platform. Such Campaign Terms form a supplement to these Terms.
2.5. Opportunity to Review. Each Clipping Platform Operator and each User acknowledges that it has read, understood, had a real and sufficient opportunity to review, negotiate and propose changes to these Terms. Any proposed amendment, reservation or deviation proposed shall be invalid unless expressly accepted by the Provider in writing.
3. STANDING
3.1. Direct Relationship. Except where these Terms expressly grant rights or impose obligations on a Clipping Platform Operator, all rights and obligations of a User under these Terms arise directly between the User and the Provider.
3.3. Role of Client. The Client shall not bear or assume any obligations or liabilities arising under or in connection with these Terms toward any Clipping Platform Operator or User.
4. USER ELIGIBILITY FOR CAMPAIGNS
4.1. Eligibility of Users.
(a) Individuals. User must be at least 18 years old (or the age of majority in User’s jurisdiction) and have legal capacity to contract and use the Clipping Platform solely in User’s own name and for legitimate business or professional purposes. The User must not have been previously removed or banned from using the Clipping Platform.
(b) Entities. If the User acts on behalf of a legal entity, the User represent and warrants that (i) such entity is duly incorporated, validly existing, and in good standing under the laws of its jurisdiction; (ii) the User is duly authorized to bind that entity to these Terms; (iii) all activities under User’s account will be conducted in the name and for the account of that entity, and (iv) the entity has not been previously removed or banned from using the Clipping Platform.
4.2. Campaign Terms. User participation in a Campaign may be restricted by criteria specified in the applicable Campaign Terms. Eligibility requires meeting those criteria.
4.3. Third Party Terms. The User’s access to and use of the Clipping Platform might be governed by the Clipping Platform’s or Clipping Platform Operator’s own terms of use. The User must maintain the User’s account in good standing in accordance with those terms as a condition of participating in any Campaign. Participation in a Campaign may also be conditioned upon the User linking its Internet Media account to the Clipping Platform.
4.4. Verification. The Provider or the Clipping Platform Operator may require that the User completes verification procedures, including identity, tax, sanctions, or business-registration screening, or provide documentation concerning beneficial ownership. The User agrees to provide such documentation promptly upon request and acknowledges that access to Campaigns, payouts, or other features may be delayed, suspended, or withheld until verification is satisfactorily completed.
5. PARTICIPATION IN CAMPAIGNS
5.1. Organization, Verification and Management. The Provider organizes, verifies, and manages all aspects of the Campaigns, including performing safety and compliance checks, verifying engagement metrics, and administering payouts. Operational onboarding, content administration, and day-to-day communication may be facilitated by the Clipping Platform Operator acting as agent of its Users in accordance with Clause 3.2.
5.2. Evaluation and Measurement. The Provider evaluates User Content through the Evaluation Software and may adjust results for invalid traffic, bot engagement, non-compliance, or other metric corrections. The Provider may rely on data obtained from Internet Media APIs, analytics tools, or independent third-party verification vendors, and such determinations shall be final and binding absent manifest error.
5.3. Brand-Safety Standards. Each User must comply with the applicable Campaign Terms, all laws and regulations, the terms of service of the relevant Internet Media, and recognized industry brand-safety and suitability standards (such as those previously developed by the Global Alliance for Responsible Media (GARM)).
5.4. Additional Advertising or Brand-Safety Limitations. The Provider may, from time to time, introduce additional content, disclosure, or brand-safety limitations applicable to specific Campaigns or Internet Media channels. The Provider will notify the Clipping Platform Operator or the User thereof via the Clipping Platform or other reasonable means. Compliance with any such additional limitations shall be a condition of continued participation in the affected Campaigns.
5.5. Independence of Users. The User acts as an independent individual or legal entity. Nothing in these Terms creates any employment, agency, joint-venture, or partnership relationship between the User and the Provider, Client, or Affiliate. The User is solely responsible for its own equipment, taxes, and compliance obligations.
5.6. Immediate Performance. The User acknowledges that participation in Campaigns commences immediately upon account creation or campaign enrolment. To the extent permitted by applicable law, the User waives any statutory right of withdrawal or cooling-off period.
6. PAYOUTS
6.1. Eligibility for Payout. Payouts are subject to: (i) successful completion of the onboarding process on the Clipping Platform; (ii) full compliance with these Terms and the applicable Campaign Terms, including meeting all payout-eligibility criteria specified therein as determined by the Provider; and (iii) the Client’s completion of payment obligation toward the Provider, where applicable under the contractual framework between the Client and the Provider.
6.2. Payout Partner Registration. To receive payouts, the User must register with and be approved by the Provider’s designated payout partner and, where required, link such account to the Clipping Platform or otherwise enable payout processing as approved by the Provider. The Provider disclaims all liability for any rejection, delay, or disapproval by the payout partner.
6.3. Role of Clipping Platform Operator. Payout-related communications, confirmations, and notices may be facilitated by the Clipping Platform Operator acting as the User’s agent in accordance with Clause 3.2. The Provider remains the sole party responsible for payout determinations and authorizations.
6.4. Payout Determination. Within the limits of the Campaign Terms, the final determination of payout eligibility and amount rests solely with the Provider. Such determinations shall be final and binding absent manifest error. Each User shall upon request have access, through the Clipping Platform, to a summary of evaluation relevant to its User Content and may submit a complaint under Clause 13.1 if it reasonably believes that a payout determination was affected by error or non-compliance with these Terms.
6.5. Payment Schedule and Rails. Payout timing, frequency, and method are as stated in the applicable Campaign Terms. Where multiple payout options are available, the User may select among them in accordance with the Campaign Terms. The Provider may, at its discretion, execute payments earlier or later in a manner consistent with those terms. The Provider may utilize designated payout partners (including its Affiliates) to execute payouts. Where any such payout partner requires the completion of additional verification, screening, or know-your-customer (KYC) procedures, the User shall promptly comply with all reasonable requests and provide the necessary information or documentation as a condition of receiving payouts.
6.6. Payment Routing via Clipping Platform Operator. Subject to the Provider’s authorization, payouts may, based on a separate arrangement between the User and the Clipping Platform Operator extending the Clipping Platform Operator’s agency under Clause 3.2 to include receipt of funds, be routed through the Clipping Platform Operator for onward disbursement to the User. In such case, payment by the Provider to the Clipping Platform Operator shall constitute full and final satisfaction of the Provider’s payout obligation toward the User for the corresponding amount. The Clipping Platform Operator shall be solely responsible for the timely and accurate onward disbursement to the User under its separate arrangement with the User, and the Provider shall bear no liability for any delay, error, or failure in such onward payment.
6.7. Early Payout Option. If implemented through the Clipping Platform, the Provider may, at its discretion, offer an early payout at a fee disclosed at the time of offer. By accepting such an offer, the User authorizes the Provider to deduct the applicable fee, which constitutes the User’s irrevocable acknowledgment that the payout is final and fully satisfies the Provider’s payout obligation.
6.8. Adjustments. The Provider may withhold, offset, or reclaim amounts (including ex-post clawbacks) in cases of reasonably identified invalid traffic, non-compliance with brand-safety or Campaign terms, policy violations, IP takedowns, or chargebacks, or any other breach of these Terms or the Campaign Terms. Any such adjustment may also be made by withholding future payouts.
6.9. Displayed Payouts. Any payout values or conversion rates displayed on the Clipping Platform are non-binding estimates for information purposes only and do not constitute a contractual offer, guarantee, or representation of actual earnings.
6.10. Tax Responsibility. The User is solely responsible for determining, declaring, and paying any taxes, levies, or similar charges arising from its participation in Campaigns and receipt of payouts. The Provider may deduct or withhold amounts required by applicable law.
7. USER CONDUCT
7.1. Responsible Use. It is the User’s responsibility to maintain the accuracy and completeness of all submitted information. The User is solely responsible for safeguarding its credentials and for any activity under its account. The User must notify the Provider or Clipping Platform Operator immediately of any unauthorized use or security breach materially affecting its participation in a Campaign.
7.2. Prohibited Actions. The User must not, directly or indirectly: (i) upload, post, or otherwise share any content that is illegal, infringing, defamatory, or harmful; (ii) manipulate or falsify performance metrics, use bots or automation, or engage in any fraudulent or misleading activity; (iii) impersonate others, misrepresent your identity or affiliation, or conceal sponsorship information; (iv) engage in conduct that may harm, disparage, or otherwise adversely affect the Provider, the Client or any brand associated with the Campaign; or (v) violate the Campaign Terms, Internet Media terms of service, or applicable advertising, consumer protection, or disclosure laws.
7.3. Advertising Disclosures. The User is solely responsible for ensuring that each piece of User Content includes all legally required labels, disclosures, or platform-specific identifiers of paid partnerships or material connections, including those mandated by the Internet Media or applicable law (including, the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255), incorporated herein by reference). The User is hereby invited to consult, in particular, these FTC Guides, the Internet Media, Clipping Platform Operator, Clipping Platform policies and these and Campaign Terms, before posting any User Content.
7.4. Moderation and Enforcement. The Provider may, directly or through the Clipping Platform Operator, review, flag, recommend or request for removal, refuse to include as Campaign eligible, or restrict the User’s participation in any ongoing or future Campaigns for any User Content that violates these Terms, the Campaign Terms, or applicable law, or that may reasonably expose the Provider, the Client, any brand associated with the Campaign, or any Affiliate to legal or reputational risk. Where feasible, the Clipping Platform Operator shall implement the necessary moderation or removal actions in coordination with the Provider. The Provider or the Clipping Platform Operator will, where reasonably practicable, notify the User of: (i) the action taken; (ii) the reasons for such action; and (iii) the User’s right to file a complaint under Clause 13.1. Neither the Provider nor the Clipping Platform Operator shall be liable for any resulting loss of visibility, earnings, or opportunity arising from such moderation or enforcement. The Provider may correspondingly limit, adjust, or withhold payouts related to the User without compensation.
7.5. Cooperation and Lawful Requests. The Provider or the Clipping Platform Operator may disclose information or cooperate with competent authorities, Clients, Clipping Platforms or Internet Media in relation to suspected illegal content or conduct, consistent with applicable law.
8. INTELLECTUAL PROPERTY
8.1. Ownership of User Content. The User retains ownership of all intellectual property rights in and to the User Content that it creates or contributes, subject to the licenses granted under these Terms. To the extent any User Content incorporates or is based on materials owned or controlled by the Client or other third parties, such materials shall remain the property of their respective owners. The User’s use of the Client’s (or its clients) materials is authorized solely under a limited, non-exclusive, royalty-free, non-sublicensable, and revocable sublicense hereby granted by the Provider for the duration and purposes of the applicable Campaign. The User shall not use such materials outside the scope or term of that Campaign.
8.2. License to the Provider. To the maximum extent permitted by the applicable law, the User grants to the Provider, a worldwide, non-exclusive, royalty-free, sublicensable, perpetual, irrevocable license to use, reproduce, host, display, adapt, analyze, and distribute the User Content to the extent necessary or suitable for the performance of the Provider’s rights and obligations under these Terms or its contractual agreement with the Client. The User hereby authorizes the Provider to sublicense the necessary rights, within the full scope of the Provider’s own license hereunder, to: (i) the Client, (ii) the Clipping Platform Operator, (iii) the Clipping Platform, and (iv) Internet Media, and (v) their clients. For clarity, no compensation shall be payable for any such licensed use beyond the payout amounts expressly set forth in the applicable Campaign Terms.
8.3. Warranties. The User represents and warrants that: (i) it owns or controls all rights in the User Content, including any edits, derivative works, or modifications it creates; (ii) the User Content and its use in accordance with these Terms do not infringe or violate any copyright, trademark, moral, publicity, or privacy rights, nor any applicable law; and (iii) the User is entitled to and hereby authorizes the Provider to grant licenses and sublicenses under Clause 8.2.
8.4. Moral Rights Waiver. To the maximum extent permitted by law, you waive any moral rights against the Provider, its Affiliates, and the Client for permitted uses of the User Content.
8.5. Use of Name and Likeness. The User grants the Provider and the Client the right to reference and display the User’s handle, channel name, avatar, and thumbnails for Campaign reporting purposes and—unless the User opts out in writing—for promotional or marketing purposes.
9. DATA PROTECTION AND PRIVACY
9.1. Scope and Compliance. Each party shall process personal data strictly in accordance with all applicable privacy and data-protection laws and regulations in the territories where personal data are collected, used, disclosed, stored, or otherwise processed including requirements on transparency, purpose limitation, data minimization, accuracy, security, retention, cross-border transfers, and data-subject rights.
9.2. Roles of Parties.
(a) Provider. The Provider acts as an independent controller for personal data it processes in operating its evaluation and campaign-management systems, verifying participation and metrics, administering payouts, ensuring compliance and security, performing analytics, benchmarking and product improvement, and fulfilling internal reporting or legal obligations.
(c) Client. The Client is an independent controller for campaign commissioning, internal analysis, performance evaluation, and related business purposes when it receives reports or data from the Provider.
9.3. Joint-controller cooperation (Provider-Clipping Platform Operator). For the joint-processing described in Clause 9.2(b):
(a) Transparency & notices. The Provider will make available a privacy notice describing its processing activities; the Clipping Platform Operator will present that notice (or an appropriate layered reference to it) to Users before or at the time of data collection for Campaign participation.
(b) Data-subject requests. The Clipping Platform Operator serves as the first point of contact for Users and will promptly relay any request relating to access, correction, deletion, objection, restriction, portability, or automated decision-making. The Provider will cooperate and, where the request concerns its own processing, will handle the request without undue delay in compliance with its privacy policy.
(c) Legal bases & records. Each party is responsible for establishing and documenting a lawful basis for its processing and maintaining its own processing records.
(d) Security & breaches. Each party will implement appropriate technical and organizational measures to protect personal data. Each will notify the other without undue delay (and in any case within forty-eight (48) hours) after becoming aware of a personal-data incident that is likely to affect the other Party’s data subjects and cooperate on impact assessment and notifications as required by data protection laws.
(e) Allocation of responsibilities.
(i) Clipping Platform Operator’s privacy policy. The Clipping Platform Operator shall be solely responsible for publishing, maintaining, and making available to its Users any privacy notice or policy required under applicable data protection laws in connection with its operations on the Clipping Platform and its facilitation of Campaign participation.
(ii) Limitation of Provider’s Liability. To the maximum extent permitted by applicable law, the Provider’s liability under or in connection with this Clause shall be limited to processing for which it is solely responsible and shall be reduced or excluded to the extent such liability results from the Clipping Platform Operator’s breach of these Terms or applicable data protection laws.
9.4. Independent-controller duties. Outside the joint-processing described above, each party, as an independent controller, shall:
(a) process personal data only for specified, explicit, and legitimate purposes compatible with these Terms and not repurpose data received from another Party for incompatible uses without a separate lawful basis and appropriate transparency;
(b) ensure that any vendor engaged as a processor is bound by a written contract imposing obligations no less protective than those set out here (including confidentiality, security, sub-processing controls, assistance with requests, and deletion/return on termination);
(c) ensure that international transfers comply with Data Protection Laws by using an appropriate transfer mechanism (e.g., an adequacy basis or contractual safeguards); and
(d) retain personal data only for as long as necessary to fulfil the purposes described in these Terms (including a reasonable archival, audit, fraud-prevention, or dispute-resolution period) and then delete or irreversibly anonymize them.
9.5. Data sharing.
(a) With Client. The Provider may share reports, metrics, and other outputs with the Client for campaign evaluation and planning; where feasible, such data will be aggregated or otherwise minimized.
(b) With Internet Media and service providers. The Provider or the Clipping Platform Operator may enable transmission of limited personal data to Internet-media platforms and vendor, verification or payout partners where required for Campaign execution, measurement, or payments, subject to appropriate contractual and security safeguards.
(c) With Affiliates. The Provider may share personal data with its Affiliates solely for the purposes outlined in these Terms, subject to safeguards equivalent to those hereunder.
9.6. Communications routing. Consistent with Clause 3.2, the Clipping Platform Operator is the primary operational contact with Users. The Provider may communicate directly with a User where legally required or reasonably necessary to fulfil a data-subject request, protect rights or safety, or comply with law or platform requirements, but will ordinarily route communications through the Clipping Platform Operator.
9.7. Confidentiality. Each party shall treat personal data and other confidential information received from another party as confidential and will not disclose it to third parties except (i) to the extent necessary to perform these Terms, (ii) to compliant processors or Affiliates bound by confidentiality and security obligations, or (iii) as required by law, in each case applying appropriate safeguards.
9.8. Conflicts. If a conflict arises between this Clause and any other part of these Terms, this Clause governs the processing of personal data.
10. DISCLAIMERS
10.1. Platform and Campaign Disclaimer. All services, systems, and features provided by the Provider under these Terms are made on an “as is” and “as available” basis. The Provider makes no warranties or representations, express or implied, regarding the functionality, accuracy, reliability, availability, or suitability thereof, of any Campaign, or any information made accessible. To the maximum extent permitted by applicable law, all warranties, conditions, and representations that might otherwise be implied by statute, custom, or common law—including warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, or non-infringement—are expressly disclaimed.
10.2. No Responsibility for User, Third-Party Content and Services. The Provider disclaims all responsibility for: (i) the Clipping Platforms, Clipping Platform Operators, or any content including User Content, communication, or materials provided by or through it, Clients, Internet Media, or other third parties; (ii) any errors, omissions, downtime, or malfunctions of third-party systems or APIs; and (iii) any acts, omissions, or failures of the Clipping Platform Operators, Clipping Platforms, Clients, Internet Media, Users or service providers. Participation in any Campaign or reliance on any third-party information is at the User’s sole discretion and risk.
10.3. Security and Transmission. The Internet and electronic communications may be subject to interception, tampering, or unauthorized access. The Provider is not responsible for any resulting loss, corruption, or disclosure of data, nor for any damage to a User’s devices or systems caused by technical malfunction, viruses, or other harmful elements. Users are solely responsible for implementing appropriate device and data-security measures.
10.4. Service Availability, Modifications, and Outcomes. The Provider does not warrant or guarantee that any Campaign or feature of the systems will be available, uninterrupted, secure, or error-free, or that any Campaign will yield particular engagement, exposure, or compensation. The Provider further does not warrant or guarantee that any Client will perform or continue to fund Campaigns where such payment obligations lie with the Client, or that any specific payout, ranking, or benefit will result from User participation. All participation is voluntary and at the User’s own risk.
10.5. Jurisdictional and Territorial Limitations. Some jurisdictions do not allow the exclusion of certain warranties or conditions; in such cases, the exclusions in this Clause 10 apply only to the maximum extent permitted by applicable law. The Provider further reserves the right, in its sole discretion, to restrict, suspend, or deny access to specific Campaigns, payout options, or functionalities in any jurisdiction or territory where such participation, processing, or payment would be unlawful, commercially impracticable, or expose the Provider or its partners to regulatory, sanctions, or tax risk.
10.6. Use of User Content and Likeness. To the extent permitted by law, each User waives any claim against the Provider, its Affiliates, or Clients arising from or related to the lawful use, adaptation, or display of any User Content or likeness in accordance with these Terms, including any claim for defamation, invasion of privacy, or violation of moral or publicity rights.
11. LIABILITY AND INDEMNITY
11.1. Limitation of Liability. To the maximum extent permitted by applicable law, neither the Provider nor the Clipping Platform Operator shall be liable, whether in contract, tort (including negligence), misrepresentation, or otherwise, for any: (i) loss of profits, revenue, goodwill, or anticipated savings; (ii) loss, corruption, or inaccuracy of data; (iii) indirect, incidental, consequential, special, or punitive damages; or (iv) damages arising from any interruption, delay, malfunction, or termination of any Campaign, Clipping Platform, or service, even if advised of the possibility of such damages.
11.2. Liability Cap. The total aggregate liability of each of the Provider and the Clipping Platform Operator arising out of or in connection with these Terms or any Campaign—whether in contract, tort, or otherwise—shall not exceed, for each such party separately: (i) the total amount of payouts actually earned and approved for the relevant User by the Provider in the three (3) months preceding the event giving rise to the claim; or (ii) one hundred U.S. dollars (USD 100), whichever is greater. This limitation applies regardless of the number of claims or theories of liability and whether arising jointly or severally.
11.3. Exclusion for Third-Party and User Acts. The Provider shall have no liability for any acts or omissions of the Clipping Platform Operator, Users, Clients, Internet Media, payment processors, or other third parties, including the accuracy or availability of their systems, interfaces, or APIs. Likewise, the Clipping Platform Operator shall have no liability for any acts or omissions of Users, the Provider, Clients, Internet Media, or other third parties outside its reasonable control. Neither the Provider nor the Clipping Platform Operator shall be liable for any failure or delay in performance caused by events beyond their reasonable control, including acts of God, war, terrorism, sanctions, cyber-attacks, governmental restrictions, or interruptions of telecommunications or utilities.
11.4. Indemnity by Users. Each User shall indemnify, defend, and hold harmless the Provider, its Affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) any breach by the User of these Terms or the applicable Campaign Terms; (ii) any actual or alleged infringement, violation, or misappropriation of any intellectual-property, privacy, publicity, or other rights by User Content; (iii) any violation of law, regulation, or Internet Media, Clipping Platform Operator or Clipping Platform policy by the User; or (iv) any grossly negligent, fraudulent, or willful act or omission by the User.
11.5. Indemnity by Clipping Platform Operator. The Clipping Platform Operator shall indemnify, defend, and hold harmless the Provider, its Affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) any breach of these Terms or applicable law by the Clipping Platform Operator or its personnel; (ii) any misrepresentation, omission, or failure by the Clipping Platform Operator to provide, maintain, or present required information, notices, or disclosures to Users; (iii) any act or omission of the Clipping Platform Operator in connection with the operation of the Clipping Platform; or (iv) any claim asserted by a User or third party resulting from or related to such acts or omissions.
11.6. Mitigation and Co-operation. The indemnified party shall promptly notify the indemnifying party of any claim subject to indemnification and provide reasonable assistance in its defense or settlement. Failure to provide such notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced thereby. The indemnifying party shall not settle any claim imposing any admission of liability or obligation on the indemnified party without its prior written consent.
12. TERMINATION, SUSPENSION AND SURVIVAL
12.1. Term. These Terms take effect on the date the Clipping Platform Operator becomes bound under Clause 2.2 or the User accedes under Clause 2.3 and continue until terminated by either the Provider or the Clipping Platform Operator in accordance with this Clause 12. The participation of any User in a Campaign shall terminate automatically upon completion or closure of that Campaign, unless otherwise stated in the applicable Campaign Terms.
12.2. Termination by Provider. The Provider may, without liability and without prejudice to any other rights or remedies, immediately suspend or terminate, in whole or in part: (a)(i) the participation of any User or Clipping Platform Operator in any Campaign; (a)(ii) access to the Evaluation Software or related systems; or (a)(iii) these Terms, by written notice if the Provider determines, acting reasonably, that: (b)(i) there has been a material or repeated breach of these Terms, the applicable Campaign Terms, or applicable law; (b)(ii) continuing performance may expose the Provider, any Client, Affiliate, or brand to legal, regulatory, tax, or reputational risk; (b)(iii) the Clipping Platform Operator or User becomes insolvent, suspended, or subject to investigation, enforcement, or sanction by a competent authority; or (b)(iv) required by law, by an Internet Media, Clipping Platform, or by a contractual obligation to a Client. In addition, the Provider may terminate its relationship with the Clipping Platform Operator for convenience at any time by providing thirty (30) days’ prior written notice, without cause and without liability, provided that all active Campaigns under management shall be completed or wound down, as reasonably directed by the Provider during such notice period.
12.3. Termination by Clipping Platform Operator or User. The Clipping Platform Operator may terminate these Terms at any time for convenience upon thirty (30) days’ prior written notice to the Provider, provided that all ongoing Campaigns are first completed or withdrawn. A User may terminate participation in any Campaign through the relevant Clipping Platform at any time, subject to forfeiture of any pending or unapproved payouts related to that Campaign.
12.4. Effect of Termination. Upon termination: (a) all rights and licenses granted hereunder shall cease, except that the licenses granted by Users to the Provider under Clause 8.2 shall continue for twelve (12) months following termination (or for such longer period as may be reasonably necessary to satisfy the Provider’s obligations to the Client or to comply with applicable law, audit, or reporting requirements); (b) the Provider may, but is not obliged to, cease displaying, referencing, or evaluating User Content or Campaign data associated with the terminated relationship; (c) any outstanding, validly earned and approved payouts shall be settled by the Provider in the ordinary course, subject to any rights of offset, withholding, or adjustment under these Terms; and (d) the Clipping Platform Operator shall promptly cease representing itself as connected to the Provider or any Campaign and shall remove all Provider marks or promotional references.
12.5. Suspension. The Provider may suspend access to any Campaign, payout, or service component, in whole or in part, without prior notice where: (a) necessary for maintenance, upgrades, or technical reasons; (b) required to investigate suspected fraud, abuse, or violation of these Terms or applicable law; (c) reasonably necessary to protect the integrity, security, or stability of the Provider’s systems or any Campaign; or (d) required or reasonably requested by any Client, Clipping Platform, Internet Media platform, payment processor, or other third party whose systems or terms govern the Campaign or its distribution, to the extent necessary to comply with such third-party requirements. Such suspension shall not constitute a breach of contract, and the Provider shall use commercially reasonable efforts to restore service once the cause has been resolved.
12.6. Accrued Rights. Termination shall not affect any rights, obligations, or liabilities of either party that have accrued prior to termination, including any rights to payment, indemnification, or damages for breach of contract.
12.7. Survival. Clauses 1 (Introduction), 8 (Intellectual Property), 9 (Data Protection and Privacy), including confidentiality, 10 (Disclaimers), 11 (Liability and Indemnity), 12.4-12.7 (this Clause 12), and 13 (Complaints and Notices), 13.1 (Governing Law and Dispute Resolution), and 16.8 (Cooperation), together with any other provision which by its nature or necessary implication is intended to survive, shall survive termination or expiry of these Terms and continue in full force and effect. Termination shall neither affect the terms of any Campaign already launched nor prejudice any accrued rights or obligations.
13. COMPLAINTS AND NOTICES
13.1. Complaints Procedure. Any User who reasonably believes that the Provider has made an erroneous payout determination, moderation decision, or other action under these Terms may submit a written complaint to the Clipping Platform Operator within thirty (30) days after becoming aware of the event. The Clipping Platform Operator shall act as the User’s initial point of contact, collect relevant information, and seek to resolve the complaint directly in good faith. If the Clipping Platform Operator is unable to resolve the complaint, it shall forward the matter to the Provider for further review. The Provider shall investigate in good faith and provide a written response—delivered through the Clipping Platform Operator unless otherwise required by law—within a reasonable time, ordinarily not exceeding forty-five (45) days. The Provider’s determination following such review shall be final and binding, absent manifest error or a clear breach of these Terms.
13.2. Single Point of Contact. The primary instrument of communication between Users, the Clipping Platform Operator, and the Provider shall be the messaging or communication interface integrated into the Clipping Platform. For legal, regulatory, or other matters not reasonably capable of being addressed through that interface, the Provider may also be contacted at contact@evangelist.so, which serves solely as a supplemental point of contact. Communications may be submitted in English.
13.3. Notices. Any notices required or permitted under these Terms must be in writing. Unless otherwise specified, notices may be delivered through the Clipping Platform, electronic mail, or other reasonable electronic means designated by the Provider.
14. GOVERNING LAW AND DISPUTE RESOLUTION
14.1. Governing Law. These Terms, and any dispute, claim, or controversy (including any non-contractual dispute or claim) arising out of or relating to these Terms, their subject matter, or their formation, shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles.
14.2. Forum Selection. Each party irrevocably agrees that any dispute, claim, or proceeding arising out of or in connection with these Terms shall be brought exclusively in the state or federal courts located in State of Delaware, USA, and each party hereby submits to the personal jurisdiction of such courts. To the fullest extent permitted by law, each party waives any right to a jury trial in connection with any proceeding arising out of or relating to these Terms.
14.3. Time Limitation. To the maximum extent permitted by applicable law, any claim, action, or proceeding arising out of or relating to these Terms against the Provider must be filed within one (1) year after the cause of action arose, regardless of any statutory limitation period to the contrary. Any claim filed after such period shall be permanently barred.
14.4. Class Action Waiver. To the fullest extent permitted by applicable law, all disputes must be resolved on an individual basis. Neither the Provider, any Clipping Platform Operator, nor any User shall bring, join, or participate in any class, collective, consolidated, or representative action or proceeding against the other parties arising out of or relating to these Terms or any Campaign.
15. CHANGES TO TERMS
The Provider may amend these Terms by notice through the Clipping Platform or electronic means at least fifteen (15) days before the effective date. Continued participation in any Campaign after that date constitutes acceptance of the amended Terms. If the Clipping Platform Operator or any User disagrees, it may terminate participation or these Terms under Clause 12 before the effective date.
16. MISCELLANEOUS
16.1. Entire Agreement. These Terms, together with the applicable Campaign Terms, constitute the entire agreement between the Provider, the Clipping Platform Operator, and the User with respect to the subject matter hereof and supersede all prior understandings or communications.
16.2. Assignment and Setoff. Neither the Clipping Platform Operator nor any User may assign, transfer or offset any rights or obligations under these Terms without the Provider’s prior written consent.
16.3. Severability. If any provision of these Terms is held invalid or unenforceable, it shall be replaced by a valid provision that most closely reflects the original intent, and the remainder shall remain in full force and effect.
16.4. Waiver. Failure or delay in enforcing any right or provision shall not constitute a waiver of that or any other right or provision.
16.5. Automated Decisions. Certain evaluations or determinations (including payout eligibility) may be made through automated systems. The User may request human review of any materially adverse automated decision.
16.6. Written Form. Where these Terms or applicable law require an act to be “in writing” (or use similar language), the Parties agree that electronic form—including acts through the Clipping Platform, DocuSign (or similar), or e-mail sent to the designated address—shall satisfy such requirement.
16.7. No Third-Party Rights. Except as expressly stated, no person other than the parties to these Terms shall have any rights to enforce or rely on any provision hereof.
16.9. Order of Precedence. In the event of any conflict between these Terms and any applicable Campaign Terms, the latter shall prevail solely with respect to that Campaign.
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