earnbycontent

EarnByContent Brand Services Agreement

This is the agreement a company accepts in the Earn brand portal before its first campaign. The copy it accepts carries its own company details and the date, and stays in its account.

Date: the day the Brand accepts it. Edition of 15 October 2026.

Parties

The Platform: Brave New, Inc., 131 Continental Drive, Suite 305, Newark, DE 19713, USA, hello@earnbycontent.com, operating EarnByContent

The Brand: The company named when the agreement is accepted in the Portal, with its registered address, tax ID and registration number, represented by the person who accepts it

In short

This summary is for convenience. The numbered sections are what bind.

1. Definitions

"We", "us" and "our" mean the Platform, and "you" and "your" mean the Brand.

"Portal": the brand portal at earnbycontent.com and its API.

"Campaign": a request for videos that you create in the Portal. Its "Campaign Record" is what the Portal shows for it once we activate it: the brief, the type of work, the number of creators and videos, the countries, the schedule, the price per video, the view bonus tiers and the usage rights, including whether "Paid ad usage" and comment management are included.

"Creator": an independent creator we engage for a Campaign.

"Video": a video a Creator makes for a Campaign. It is "Approved" when you approve it in the Portal or when section 5.5 treats it as approved, and "Charged" when its price has been taken from your Credit.

"Credit": the prepaid service credit described in section 7.

"Plan": the Portal subscription you choose, currently Basic or Enterprise, with the price and limits shown in the Portal.

"Brand Materials": what you provide for a Campaign: briefs, product information, logos, trademarks, images, scripts, music, guidelines and products.

"Campaign Account": a TikTok account set up for a Campaign in the "Dedicated account" type of work.

"Business Day": Monday to Friday, except US federal holidays.

2. What we provide

2.1 We produce short videos for you through Creators and, where the Campaign Record says so, publish them on a Campaign Account (the "Services"). We supply the Services in our own name and on our own account, we set their price, and we are responsible to you for them.

2.2 We choose, contract with and pay every Creator under our own agreement with them. Creators are not your employees, agents or contractors. You have no contract with any Creator and owe nothing to any Creator. Where a Campaign lets you pick from applicants, you choose among Creators we have admitted, and we may also fill places ourselves.

2.3 We do not guarantee that a set number of Creators will take a Campaign, that work is delivered by a particular date, or any views, engagement, followers or sales. Views and other figures in the Portal are measured by us from the platforms' data and may change when those platforms update their data.

3. Campaigns

3.1 You build a Campaign in the Portal. When you publish it, it goes live immediately without waiting for our review. Publishing is an offer to buy the Videos on the terms of the Campaign.

3.2 Automated checks may read a Campaign and alert us after publication, but they do not delay it. A Campaign order is formed when the Campaign goes live, and from then its Campaign Record is part of this agreement. We may still pause or end it under section 3.4.

3.3 You may change a live Campaign in the Portal. A change applies once it is saved. It does not affect Videos already Approved, and work that Creators have already started continues on the terms they accepted.

3.4 We may pause or end a Campaign, or refuse a change, if it breaks this agreement, the law or a platform's rules, or while your Credit balance is negative. We will tell you why.

3.5 A recurring Campaign runs month by month until you end it in the Portal.

4. Briefs, brand materials and products

4.1 You will give accurate and lawful briefs and Brand Materials and answer Creators' questions in the Portal. A brief says what a Video must contain; it does not set a Creator's working hours or methods.

4.2 You are responsible for your products and for every claim about them in your Brand Materials or that you ask a Creator to make. You must be able to substantiate those claims, and you must not ask for health, medical, financial or environmental claims that are unlawful or unsubstantiated.

4.3 Where a brief needs a Creator to use your product, you supply it at your cost through the shipping process we give you. Creators keep the products unless the brief says otherwise.

4.4 You grant us and the Creators a non-exclusive, royalty-free licence to use the Brand Materials for the Campaign, and you confirm that you have the rights to grant it.

4.5 You may not use the Services for products or services that TikTok's Branded Content Policy prohibits or restricts in the Campaign's countries, and in any case not for: tobacco, nicotine and vaping products; cannabis and other drugs; weapons; gambling; sexual or adult content; political or issue advertising; cryptocurrencies or other speculative financial products; prescription medicines; or anything illegal where the Video is made or shown. We may allow a lawful restricted category in writing. Campaigns must not be aimed at children.

5. Review and approval

5.1 Each Video reaches you in the Portal as soon as the Creator hands it in. Automated checks look at it, and our team can see it and may ask the Creator for changes. You review it in the Portal and approve it or ask for changes. Please decide within 48 hours of a Video reaching you; we send reminders while it waits.

5.2 You may ask for changes, in as many reasonable rounds as needed, where a Video does not follow the brief, the Campaign Record, this agreement or the law. A new idea or a different brief is a new Campaign, not a change.

5.3 You may finally reject a Video only if, after changes, it still does not follow the brief or the Campaign Record, and you must say why. A finally rejected Video is not charged and gives you no rights in it.

5.4 You will not withhold approval unreasonably.

5.5 If you neither approve a Video, ask for changes nor reject it within 5 Business Days after our reminder, we may approve it on your behalf. It is then Approved and is charged.

5.6 In the Dedicated account type of work, a Video is posted to the Campaign Account only after you approve it.

6. Prices, bonuses and the plan

6.1 The price per Video is the one shown on the Campaign and confirmed when we activate it. It covers the Creator's work and our Services, and we do not show how it is divided. Price estimates shown while you draft are guidance only.

6.2 Where a Campaign has local prices for some countries, a Video is charged in US dollars at our exchange rate for the day it is Approved, so the dollar amount may differ slightly from the one shown when you sent the Campaign.

6.3 View bonuses: the tiers and amounts shown on the Campaign are charged when an Approved, posted Video reaches a tier within the bonus period shown on the Campaign, currently 31 days from posting. Views are counted by our measurement, and on request we will show you the evidence for a bonus.

6.4 The Plan is a monthly subscription paid in advance through our payment provider. It renews each month until you cancel it in the Portal or the billing portal. A cancelled Plan ends at the end of the month already paid, without a partial refund. Each paid month of the Plan adds Credit equal to the amount paid for it, excluding tax. Plan limits, such as the number of active Campaigns, are those shown in the Portal.

6.5 We may change Plan prices, or prices for new Campaigns, on at least 30 days' notice. A change does not affect Campaigns already active or a month already paid.

7. Credit

7.1 You pay for the Services in advance with Credit bought from us, through your Plan or by topping up in the Portal. Credit is denominated in US dollars (1 Credit = USD 1.00) solely as a unit of account. It is a prepayment of our fees under this agreement. It is not money, electronic money, a deposit, a stored-value product or a payment instrument, and it earns no interest.

7.2 Credit can be used only for our Services. It cannot pay a Creator or anyone else, and it cannot be sold, assigned, transferred or shared, including within your group.

7.3 When a Creator joins a Campaign, we reserve the price of their Videos, or one month of them for a recurring Campaign. Taking a Campaign live or sending it for review reserves nothing, and you can bring a Creator in only while your Credit that is not reserved covers their reservation. An Approved Video is charged against its Creator's reservation. What remains is released when the Creator leaves the Campaign, or when the Campaign has ended and its bonus period is over. If a live Campaign changes, the reservation for Creators who join afterwards follows the change.

7.4 View bonuses are charged from Credit that is not reserved and may take your balance below zero. A negative balance is a debt you owe us, payable on demand. While it lasts, you cannot send new Campaigns and live Campaigns take no new Creators. Creators already working continue and are paid.

7.5 Paid Credit does not expire. Promotional Credit that we give free of charge may expire as stated when given and is never refunded.

7.6 Credit cannot be exchanged for cash and is not refundable, except: (a) where the law requires it; (b) when we end this agreement for convenience; (c) when you end it because of our material breach that we have not cured; (d) when you end it because you object to a change under section 22; (e) after 24 months without any activity on your account, after 60 days' notice; or (f) at our discretion. A refund covers only unused paid Credit and is made only to the original payment method or to an account in your name.

7.7 If a payment for Credit is reversed, refunded or disputed, we may cancel the matching Credit and invoice any shortfall that results.

8. Payment, invoices and taxes

8.1 You pay through our payment provider, currently Stripe, by the card, bank debit or bank transfer options offered in the Portal. We may require bank payment for large amounts.

8.2 We issue an invoice for every purchase of Credit and every Plan payment.

8.3 Prices exclude taxes. You pay any sales, use, value added, goods and services or similar tax that applies, except taxes on our income. Where you are established in the EU or the UK and give a valid VAT number, the reverse charge applies and you account for the VAT. If the law requires you to withhold tax from a payment to us, you will increase the payment so that we receive the full amount.

8.4 Tell us about a disputed charge within 30 days of the invoice or of the charge appearing in the Portal; otherwise it is accepted. Raise disputes with us before your bank or card issuer.

8.5 We may suspend the Services if a payment fails or your balance stays negative.

9. Rights in the videos

9.1 Our contracts with Creators give us the rights we need to grant you the rights below. Your rights in a Video start when it is Charged.

9.2 For every Charged Video we grant you, and your affiliates and the agencies acting for you, an exclusive (subject to 9.5), worldwide, perpetual, irrevocable and royalty-free licence to use, reproduce, publish, display, distribute and edit it (under 9.6) to promote your brand, products and services on your own channels: your websites and apps, your own social media accounts, email, presentations, points of sale and organic posts. This includes using the Creator's name, handle, image and voice as they appear in that Video, in connection with that Video only.

9.3 Where the Campaign Record includes Paid ad usage, the licence also covers paid advertising in any medium, including paid social (for example TikTok Spark Ads), display, connected TV and online video advertising. Without Paid ad usage you may not boost, sponsor or otherwise pay to promote a Video, or use it in advertising placed by a third party. You may ask to add Paid ad usage, at a new price.

9.4 Videos posted on a Campaign Account stay on that account under section 10. The licence lets you share, embed and repost them on your channels as above.

9.5 The Creator may show a published Video in their personal portfolio and their EarnByContent profile, and we may show published Videos and their public statistics inside EarnByContent. We will not use your Videos in our own marketing without your consent. Unpublished Videos stay confidential.

9.6 You may edit Videos: cut, crop, resize, subtitle, translate, add your branding, captions or calls to action, and combine them with other material. You may not: (a) change the meaning of what a Creator says, or make a Creator appear to say or endorse something they did not; (b) create AI-generated or synthetic versions of a Creator's face, body or voice, or use a Video to train an AI model to imitate a Creator; (c) use a Creator's likeness in political, sexual, defamatory or discriminatory contexts, or for products other than those of the Campaign; or (d) keep using a Video after we tell you that a court or authority requires its removal.

9.7 Videos may use sounds from TikTok's Commercial Music Library or similar licensed libraries. Those sounds are licensed only on that library's terms, usually only on TikTok. If you use a Video elsewhere, you must clear or replace the music. We grant no rights in third-party music, platform features or the trademarks of others.

9.8 Your Brand Materials stay yours.

10. Campaign accounts (dedicated account)

10.1 In the Dedicated account type of work, we create and own the Campaign Account, unless the Campaign Record says it is yours, and we give the Creator access to post the Approved Videos. You see the account's results in the Portal.

10.2 We will not post another brand's content on a Campaign Account while it shows your Videos.

10.3 When the Campaign ends, we may keep the Campaign Account inactive or archive it. If you want the account and the platform's terms allow it, we can hand it over under a separate written agreement.

10.4 Where the Campaign Record includes comment management, the Creator replies to and moderates comments following the written guidelines you give in the Portal. You are responsible for those guidelines. Creators do not provide customer service, take orders or handle personal data for you.

11. Advertising law, disclosure and honest reviews

11.1 Each party complies with the advertising and consumer protection law that applies to it, including the US FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising and Trade Regulation Rule on the Use of Consumer Reviews and Testimonials (16 CFR Parts 255 and 465), the EU Unfair Commercial Practices Directive and national rules on influencer marketing, and TikTok's Branded Content Policy.

11.2 We instruct Creators to disclose the commercial relationship clearly, for example with #ad, and to use TikTok's branded content tools where available. You must not ask a Creator to hide or remove a disclosure, and when you reuse a Video you must keep its disclosure or add your own.

11.3 You must not present a Video as an independent customer review or testimonial, or as the honest experience of someone who has used your product, unless the Creator actually used the product and the Video reflects their honest view. You are responsible for your own advertising, including the claims and targeting of your paid ads.

12. Working on EarnByContent

12.1 All contact with Creators about a Campaign, including messages, files, feedback, approvals and payment, happens in the Portal. Messages are screened automatically, and abusive language, contact details, outside links and payment details are not delivered.

12.2 You must not ask a Creator for personal contact details, social media accounts, payment outside EarnByContent or work outside the Campaign, and you must treat Creators with respect. The community rules in our Terms of Service apply to everything you write or upload. We may remove content and suspend or close your account for a breach.

13. Staying on EarnByContent

13.1 An "Introduced Creator" is a Creator who worked on, applied for, was invited to or was shown to you for one of your Campaigns.

13.2 During this agreement and for 12 months after you last dealt with an Introduced Creator through EarnByContent, you, your affiliates and anyone acting for you must not engage that Creator, directly or through someone else, to create, post or promote content, except through EarnByContent or with our written consent. This does not apply to a Creator you can show you worked with before the introduction.

13.3 If you break section 13.2, you will pay us, for each Creator concerned, a conversion fee equal to the greater of USD 2,500 and 30% of everything paid to that Creator for the outside work in its first 12 months. The parties agree that this is a reasonable estimate of a loss that would be hard to calculate, and not a penalty. We may also end this agreement.

14. Confidentiality

14.1 Each party keeps the other's confidential information confidential, uses it only for this agreement and protects it with reasonable care. Ours includes our pricing and fee structure, what Creators are paid, our Creator data and the non-public features of the Portal. Yours includes unreleased products, briefs and non-public campaign plans. Creators are bound by their contracts with us to keep briefs confidential.

14.2 This does not cover information that is public through no fault of the receiving party, that it already knew, developed independently or received lawfully from a third party, or that the law requires it to disclose, after notice where the law allows.

14.3 These duties last for 3 years after this agreement ends, and for trade secrets as long as they remain trade secrets.

15. Personal data

15.1 Each party is an independent controller of the personal data it processes under this agreement. Our Privacy Policy explains how we process the data of your contacts.

15.2 You will use the Creators' personal data you receive through EarnByContent, such as names, handles, images, voices, messages and statistics, only to run and evaluate your Campaigns and to exercise your rights in the Videos. You will not use it for profiling, advertising targeting, marketing to the Creators or training AI models, and you will not sell or share it. You will delete it when you no longer need it for those purposes. This does not limit your use of Charged Videos under section 9.

15.3 You will protect that data with appropriate security, tell us without undue delay, and within 72 hours, of a breach affecting it, and help us answer Creators' requests about it.

15.4 Where you receive personal data of people in the European Economic Area, the United Kingdom or Switzerland in a country without an adequacy decision, the EU Standard Contractual Clauses (Commission Implementing Decision (EU) 2021/914, Module One, controller to controller) and the UK International Data Transfer Addendum are incorporated by reference, with us as data exporter and you as data importer, Irish law and the courts of Ireland for the Clauses, and their annexes completed with the details in this agreement.

15.5 Data from Creators' connected social media accounts reaches you only as campaign results in the Portal, and you may use it only to measure your Campaigns.

16. Your promises

You confirm that: (a) you act for business purposes and not as a consumer; (b) the person accepting this agreement has authority to bind you, and your company details are accurate; (c) neither you nor your owners or managers are subject to sanctions of the United States, the European Union, the United Kingdom or the United Nations, or located in a sanctioned territory; (d) your products, Brand Materials and instructions are lawful and do not infringe anyone's rights; and (e) you will comply with the law that applies to your products and your advertising.

17. Our promises

17.1 We will provide the Services with reasonable skill and care. We engage Creators under written contracts that give us the rights we grant you in section 9 and require them to follow the brief, disclose advertising and respect others' rights. Creators are adults, and we verify their identity before we pay them.

17.2 Otherwise, and as far as the law allows, the Services and the Portal are provided as they are, without other warranties, express or implied, including of merchantability, fitness for a particular purpose and uninterrupted availability.

18. Indemnities

18.1 You will defend and indemnify us, our affiliates and the Creators against third-party claims, and the resulting losses, costs and reasonable legal fees, arising from your products, your Brand Materials, claims you made or asked a Creator to make, your advertising, your use of a Video outside section 9 or after your edits, or your breach of section 11, 13, 15 or 16.

18.2 We will defend and indemnify you against third-party claims that a Charged Video, used within section 9, infringes someone's copyright or right of publicity or privacy, except to the extent the claim arises from your Brand Materials, edits or instructions, or from music used outside its licence. If such a claim is made or likely, we may replace the Video, obtain the rights, or ask you to stop using it and return the Credit charged for it.

18.3 The indemnified party must tell the other party promptly, let it control the defence and settlement, and cooperate reasonably. No settlement may admit fault for, or impose obligations on, the indemnified party without its consent.

19. Limits of liability

19.1 Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, even if told they were possible.

19.2 Each party's total liability under this agreement is limited to the greater of USD 1,000 and the amounts you paid us in the 12 months before the event giving rise to the claim.

19.3 These limits do not apply to: your obligation to pay for the Services, including a negative balance; the conversion fee under section 13; either party's indemnity obligations; a breach of section 14 or 15; fraud, gross negligence or wilful misconduct; or liability that cannot be limited by law.

20. Term, suspension and ending

20.1 This agreement starts when you accept it and continues until it ends under this section.

20.2 You may end it at any time by cancelling your Plan and telling us; it then ends when the month already paid ends. We may end it for convenience on 30 days' notice. Either party may end it at once by notice if the other materially breaches it and does not cure the breach within 15 days of notice, or becomes insolvent.

20.3 We may suspend your account or a Campaign at once if a payment fails, your balance stays negative, we reasonably suspect fraud or a breach of section 4.5, 11, 12 or 13, or a law or a platform requires it. We will tell you why and lift the suspension once the reason is gone.

20.4 When this agreement ends: Creators already working on a Campaign may finish and deliver within the Campaign's schedule, and Videos Approved before or after the end are charged; your rights in Charged Videos continue; unused paid Credit is refunded only as section 7.6 allows; and sections 7.4, 8, 9, 13 to 19, 20.4, 23 and 24 continue to apply.

21. Publicity

We may name you as a customer and show your logo in our materials. You can ask us to stop at any time by email.

22. Changes to this agreement

We may update this agreement by email to your account address at least 30 days before the change applies. A change does not apply to Campaign orders already active unless the law requires it. If you object, you may end this agreement before the change applies and receive your unused paid Credit under section 7.6(d). Using the Portal after the change applies means you accept it.

23. General

23.1 The parties are independent contractors. We may use subcontractors, such as Creators, payment providers and hosting providers, and we remain responsible for them.

23.2 You may not assign this agreement without our written consent. We may assign it to an affiliate or to a successor to our business, with notice.

23.3 Neither party is liable for delay or failure caused by events beyond its reasonable control. This does not excuse payment obligations.

23.4 Notices are given by email: to you at your account email address, to us at hello@earnbycontent.com. A notice takes effect on the Business Day after it is sent.

23.5 This agreement, with the Campaign Records, is the entire agreement about its subject and replaces earlier proposals. If they conflict, a Campaign Record prevails for its Campaign, then this agreement, then our Terms of Service and Privacy Policy. The terms of your purchase orders do not apply.

23.6 If a provision is invalid, the rest stays in force and that provision applies as far as it can. Not enforcing a right is not a waiver of it.

23.7 Accepting electronically, by checking the boxes and typing your name in the Portal, has the same effect as a handwritten signature. The English text governs, and translations are for convenience.

23.8 No one other than the parties may enforce this agreement, except the Creators and our affiliates under section 18.1.

24. Law and disputes

24.1 This agreement is governed by the law of the State of Delaware, USA, without regard to its conflict of laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

24.2 The state and federal courts located in Delaware have exclusive jurisdiction, and each party submits to them. Either party may seek urgent injunctive relief in any competent court.

Accepted electronically for the Brand by its authorised representative, on the day of acceptance.