Brand Terms of Service

These Brand Terms of Service ("Brand Terms") govern the use of the Attribyte platform (the "Platform") by brands, advertisers and their agencies. They form a binding agreement between the business you represent ("Brand", "you") and Attribyte App Inc. ("Attribyte", "we", "us" or "our"), a Delaware corporation with its registered address at 28 Geary St STE 650, #599, San Francisco, CA 94108, United States.

By creating a brand account, connecting a commerce store or advertising account, installing the Attribyte web pixel or using the Platform, you agree to these Brand Terms and the Data Processing Agreement (the "DPA") and acknowledge the Privacy Policy. Do not use the Platform if you do not agree. If you accept on behalf of a company, an agency or another entity, you represent that you are authorized to bind it, so "you" then means both you and that entity.

These Brand Terms apply to Brands, including advertisers and their agencies. If you are a Creator, these Brand Terms do not apply to you. Your use of the Platform is governed by the Creator Terms of Service instead.

1. Definitions

Term	Definition
Acceptance	Your approval of Creator Content in the Platform or your use of that content in any advertisement, post, email or other marketing channel, whichever comes first. Section 6.2 sets the detail.
Attributed Sale	A sale in your connected commerce store that the Platform attributes to a Creator under the Attribution Methodology.
Attribution Methodology	The attribution rules in Section 7.1.
Bonus	A discretionary amount you award a Creator, in an amount you set.
Connected Ad Account	An advertising account you have connected to the Platform under Section 7.3.
Creator	An individual or entity that uses the Platform to produce content for Brands, to drive attributed sales, or both. Creators are not parties to these Brand Terms.
Creator Content	Any content, media or materials a Creator submits, uploads or links to through the Platform, including the Creator's name, likeness, image and voice as they appear in it.
Earning	An amount that becomes owed to a Creator under Section 8.1.
Fixed-Only Program	A Program whose paid earning rules are only fixed amounts (per approved Submission, and any Standard retainer, Smart retainer, Bonus or Submission bonus), with no Performance Rule.
Performance Rule	An earning rule for a percentage of sales, a fixed amount per lead, ad performance or organic views, as described in Section 8.1.
Program	A collaboration between you and one or more Creators configured in the Platform, with one or more earning rules, including any Submission requests it contains.
Program Details	The parameters displayed or configured in the Platform for a given Program, including earning rules and amounts, deliverables, approval conditions, attribution window and Usage Period.
Smart retainer	A monthly guaranteed amount set in the Program Details. If the Creator's gross commission Earnings in the Program for a month are below the guaranteed amount, you pay the difference.
Standard retainer	A fixed monthly amount set in the Program Details that becomes owed when the Creator gets the number of approved Submissions set in the Program Details in that month.
Submission	Creator Content submitted for your review in a Program.
Submission bonus	An amount set in the Program Details that becomes owed when the Creator reaches the number of approved Submissions set in the Program Details, counted from when the Creator joined the Program.
Tracking Parameters	The att_id slugs, UTMs, pixels, tags, platform macros and other attribution mechanisms provided by Attribyte or applied to Creator Content or destination links through the Platform.
Usage Period	The period you choose in the Program Details of a Fixed-Only Program during which you may use Creator Content: 1, 3, 6 or 12 months, or perpetual. Section 6.6 sets the detail.

2. Eligibility and Account

2.1 Authority

You must be at least 18 and have authority to bind the Brand. The person accepting these Brand Terms represents that they have that authority.

2.2 Onboarding

At signup you must provide the owner's full name, business address, organization or company registration number and billing email, and must store a valid payment method before you can enter a collaboration with a Creator. Registration information is self-declared; Attribyte does not independently verify it. The stored payment method and the authorization performed by our payment processor are the operative control.

2.3 Data Processing Agreement

By connecting a commerce store, installing the Attribyte web pixel or connecting an advertising account you accept the DPA, which forms part of these Brand Terms.

2.4 Team Members and Agencies

You are responsible for everyone who uses your account, including staff and agencies. Credentials may not be shared. Notify us promptly at legal@attribyte.app of any unauthorized access.

2.5 Refusal and Suspension

We may refuse registration, suspend or terminate accounts at our discretion, including for violation of these Brand Terms.

3. The Service

The Platform is a marketplace that connects Brands and Creators. Attribyte provides the technology, attribution, fee calculation, payment infrastructure and support tools. Attribyte is not a party to any agreement between you and a Creator; Program Details, including earning rules and amounts, deliverables and approval conditions, are agreed between you and the Creator through the Platform. Platform revenue is transaction-based and arises from the fees in Section 9.

4. Independent Relationships

Nothing in these Brand Terms creates an employer-employee, partnership, joint venture or agency relationship between Attribyte and you, or between you and any Creator. Creators are independent contractors and are not employees, agents or representatives of Attribyte or of you. Attribyte does not direct or control how Creators perform their services.

5. Brand Obligations

You agree to:

• comply with all applicable laws and regulations;
• provide accurate identity, contact, tax and payment information and keep a valid payment method on file at all times while amounts may become owed;
• honor commitments you make to Creators on the Platform, including the Program Details you publish;
• conduct all Program-related communication through the Platform, so that an authoritative record exists;
• comply with the rules of any third-party platform where content is published; and
• ensure that Creator Content you approve or use complies with applicable advertising, endorsement and disclosure law, is truthful and not misleading, does not contain claims requiring substantiation you do not hold, and does not contain content that is defamatory, obscene, discriminatory, unlawful or directed to minors.

Attribyte does not review or validate claim substantiation. Attribyte is not responsible for agreements, payments, deliverables or disputes arising from arrangements made outside the Platform.

6. Content, Licensing and Acceptance

Creators retain ownership of Creator Content. You receive only the licenses expressly granted in this Section.

6.1 Submission

Creators submit Creator Content through the Platform according to the Program Details. Every piece of Creator Content is assigned a unique identifying code paired with the file.

6.2 Acceptance

Acceptance occurs on the earlier of:

• you clicking "Approve", "Accept" or a substantially similar action in the Platform; or
• you using the Creator Content in any advertisement, organic post, landing page, email or other marketing or promotional channel.

Use of Creator Content in any such channel is deemed Acceptance and triggers all payment obligations and licensing consequences of Acceptance, whether or not you also clicked to approve.

6.3 Pre-Acceptance Review License

Before Acceptance you receive a limited, non-exclusive, non-transferable, non-sublicensable license to access submitted Creator Content solely for internal review within the Platform. You shall not copy, download except as required for internal review within the Platform, distribute, publish or display Creator Content externally before Acceptance, and shall not export Creator Content unless a valid payment method is on file. The Platform may enforce this through technical controls; their presence or absence does not limit your obligations.

6.4 No Early Use

Any use of Creator Content in advertising, marketing or any public-facing channel before Acceptance is prohibited and is a material breach. Such use is deemed Acceptance, triggers the payment obligations that would have arisen on Acceptance, and entitles Attribyte and the Creator to pursue all available remedies, including injunctive relief.

6.5 License on Acceptance

On Acceptance you receive a non-exclusive, worldwide, royalty-free, transferable and sublicensable license to use the Creator Content solely for the Program and related marketing, regardless of channel; for the duration and on the conditions in Section 6.6 or Section 6.7, as applicable; and in compliance with applicable law.

You may only make the technical adaptations an advertising or publishing channel needs: cropping, resizing, format conversion, adding subtitles or captions, and the automatic adaptations ad platforms apply, as long as this does not change what the content says. You may not cut or re-edit the Creator Content, make new versions or derivative works of it, combine it with other footage, or alter the original files. The license covers the Creator's name, likeness, image and voice only as they appear in the Creator Content and only within this scope. A transfer or sublicense gives no more than you hold and ends when your license does.

Because charges are created on the billing cycle in Section 10.3 rather than at Acceptance, this license takes effect on Acceptance and is conditioned on payment of the resulting amount when charged. If the charge fails and you do not cure within 14 days after notice, the license is suspended until payment succeeds, and you shall cease use and remove or disable any live placements within 5 business days of the suspension notice.

6.6 Fixed-Only Programs: Usage Period

This Section applies to Creator Content in a Fixed-Only Program.

• You choose a Usage Period in the Program Details: 1, 3, 6 or 12 months, or perpetual. The Creator sees the Usage Period before joining the Program.
• The license starts at Acceptance and is conditioned on successful payment of the amount for that Creator Content.
• Before the Usage Period ends you may offer the Creator an extension through the Platform against a new payment. The Creator may accept or decline.
• If no extension is agreed, at the end of the Usage Period you shall stop using the Creator Content: you may not publish it again in any channel, and you shall stop or disable any live advertisements featuring it within 5 business days. Organic posts already published before the end of the Usage Period may remain.
• Where the Usage Period is perpetual, your license becomes fully paid, perpetual and irrevocable once the amount for that Creator Content has been successfully charged.

Creator Content you approve in a Standard retainer month in which the Creator does not reach the required number of approved Submissions creates no payment obligation and gives you no license to it. Where the Program also has a Performance Rule, Section 6.7 applies to that Creator Content instead.

A license under this Section is not affected by the Creator closing their account.

6.7 Programs with a Performance Rule: Rights Conditioned on Tracking and Payment

This Section applies to Creator Content used under a Program with a Performance Rule, including a Program that combines a Performance Rule with fixed amounts, a Standard retainer, a Smart retainer, a Bonus or a Submission bonus. In such a Program the fixed amounts are a supplement to the Performance Rule and not a purchase of the Creator Content.

Your license under Section 6.5 lasts for as long as the Creator Content runs and is conditioned on all of the following for as long as you use the Creator Content:

• every paid advertisement that features the Creator Content and directs traffic to your site or store carries the Tracking Parameters the Platform issued for that content;
• you publish, distribute and promote the Creator Content only through Connected Ad Accounts as required by Section 7.3;
• you keep in place the connected commerce store, web pixel or conversion feed that records the resulting sales; and
• you pay the commissions, fees and other amounts owed under these Brand Terms when charged.

The tracking, account and store conditions are what make Attributed Sales countable. Use of Creator Content without meeting them is use outside the scope of the license, in addition to being a breach of Sections 7.3 and 7.6.

If you breach any of these conditions and do not cure within 14 days after notice from Attribyte or the Creator, the license to that Creator Content terminates to the extent permitted by law, including the right to run live advertisements based on it. On termination you shall cease all use of the affected Creator Content and remove or disable any live advertisements featuring it within 5 business days. Where Attribyte gives the notice, the 5 business days run from that notice. Termination of the license does not cancel Earnings already accrued and does not limit Attribyte's rights under Section 7.6.

A Creator leaving a Program does not end your license under this Section. Creator Content that keeps running keeps crediting the Creator.

A Creator may terminate your license to a piece of Creator Content under this Section through the termination function in the Platform. You will be notified in the Platform and by email. A 30-day wind-down period runs from the notice. During the wind-down period you may keep using the Creator Content and Earnings keep accruing as normal, including from conversions within the attribution window from placements that ran before the end of the wind-down period. After the wind-down period you shall stop all use of the Creator Content and remove or disable any live advertisements featuring it. Continued use is use outside the scope of the license.

A Creator closing their account counts as termination notice for all of their Creator Content under this Section, with the same 30-day wind-down period. The Creator's account is closed at the end of the wind-down period.

6.8 Rejection and Withdrawal

If you reject Creator Content through the Platform, no license is granted and no payment obligation arises, unless the Program Details provide otherwise, for example for revision-based partial compensation. A Creator may withdraw Creator Content before Acceptance unless you have given notice through the Platform of intent to accept. Where the Program Details specify a review period, you must accept or reject within it or the Submission lapses.

6.9 Creator Portfolio License

Unless the Program Details provide otherwise, you grant the Creator a perpetual, royalty-free, non-exclusive, worldwide license to use Creator Content you have published solely for the Creator's own portfolio and self-promotion.

6.10 Removal Requests

A Creator may request removal or disabling of Creator Content that has not been Accepted. You will comply.

6.11 Brand Materials

You retain all rights in your brand names, trademarks, logos, product imagery and other materials you supply. You grant each Creator you engage a royalty-free, non-exclusive license to use those materials to make and deliver content for that Program, and you grant Attribyte a non-exclusive, worldwide, royalty-free license to host, store, reproduce, adapt and display them as reasonably necessary to operate the Platform, administer Programs and comply with law. You represent that you own or are authorized to supply those materials.

6.12 Takedown

We may require you to remove, modify or stop running Creator Content or a Program that we reasonably determine presents a legal, regulatory, reputational or platform-policy risk, including under Shopify, Meta, TikTok or Snapchat rules, even if previously approved or published. You must act on our notice promptly.

We do not review content for accuracy, substantiation or legal compliance before it runs, and acting on one piece of content creates no duty to monitor the rest. A takedown does not by itself cancel Earnings already accrued.

6.13 Promotional Use by Attribyte

Unless you opt out by emailing legal@attribyte.app, Attribyte may use your name, logo and non-confidential Program information in its marketing, case studies, customer lists and sales materials. Performance metrics are used only in anonymized or aggregated form unless you agree in writing to be identified with your figures. Opting out applies going forward; we are not required to recall material already published.

7. Attribution, Tracking and Anti-Circumvention

7.1 Attribution Methodology

Attribution is determined by the Platform on a last-click basis within a seven-day attribution window, measured from the last recorded click on a link carrying the Creator's Tracking Parameters, unless the Program Details specify a different window. Attribution is recorded through the Attribyte web pixel installed in your connected commerce store and through your connected commerce and advertising integrations.

Where an order carries no Tracking Parameters, the Platform may also attribute it using supplementary signals, namely (a) matching a one-way hash of the buyer's IP address against a recorded click on the Creator's tracking link for your brand shortly before the order, and (b) UTM and ad identifiers in your commerce platform's customer journey data that map to ads using the Creator's content. Where an earning rule is tracked by platform data, the figures reported by the ad platform are used. Such attributions are part of the Attribution Methodology and create Earnings and fees like any other.

Where Earnings or fees are calculated from figures reported by an ad platform, the first figure the Platform syncs from the ad platform for a given day is final for calculating Earnings and fees, even if the ad platform later revises it up or down.

Attribution results produced by the Platform are the authoritative record for calculating Earnings and fees, unless demonstrably inaccurate. Except where an earning rule uses ad platform figures as described above, they may differ from figures reported by advertising platforms or third-party analytics tools, which apply different models and windows. If you dispute an attribution determination you must provide specific evidence of inaccuracy within the period in Section 10.6.

7.2 Tracking Parameters

Where you publish or export Creator Content through the Platform to advertising channels, the Platform may automatically apply Tracking Parameters. Attribyte's ability to attribute use depends on your compliance with Section 7.3.

7.3 Connected Ad Accounts

You shall connect to the Platform every advertising account through which you intend to publish, distribute or promote Creator Content obtained through the Platform, including accounts on Meta, TikTok and Snapchat and on any other platform Attribyte supports from time to time, and maintain those connections for the duration of each active Program and for 12 months thereafter.

All Creator Content obtained through the Platform must be published, distributed or promoted exclusively through Connected Ad Accounts. You shall not publish it through any account that is not a Connected Ad Account, including any secondary, subsidiary, affiliated or third-party account and any account held by a media buying agency on your behalf.

Publication through an account that is not a Connected Ad Account is a material breach, is deemed Acceptance of that Creator Content, and triggers all associated payment and licensing obligations. Attribyte may exercise its rights under Section 7.6 in addition to all other remedies.

7.4 Creator-Held Placements and Boosted Organic Content

Where an advertising format runs from a Creator's own account or handle, including TikTok Spark Ads, Meta Partnership Ads and Snapchat placements against a Creator profile:

• you shall obtain and maintain a valid authorization from the Creator, including any authorization code, for the whole period the placement runs;
• expiry, revocation or non-renewal of that authorization does not extinguish any Earning already accrued or fee already due;
• boosting, promoting or applying paid spend to organic Creator Content counts as publication for all purposes under these Brand Terms, including Sections 6.2 and 7.3; and
• such placements must still run from a Connected Ad Account.

7.5 Detection

Attribyte may use automated methods to compare content files against Creator Content submitted through the Platform to identify substantially similar material, including altered, re-encoded or screen-recorded copies, or copies published without Tracking Parameters or through an account that is not a Connected Ad Account. These methods are not used to identify a natural person.

7.6 No Evasion; Charging for Use

You shall not remove, obscure, disable or interfere with Tracking Parameters, attribution mechanisms or detection features, and shall not take any action intended to avoid Earnings or fees.

If Attribyte determines in good faith, based on Platform records, attribution data or detection results, that you have used Creator Content associated with the Platform, including off-Platform use without tracking or use through an account that is not a Connected Ad Account, you agree that Attribyte may charge you the amounts that would have been payable for that use under the applicable Program Details and these Brand Terms. Your rights under Section 10.6 apply to any such determination.

7.7 Audit Cooperation

On reasonable request, and no more than once per calendar quarter, either party will provide the other with information reasonably necessary to verify use and attribution, including ad IDs, spend, publication channels and Connected Ad Accounts, subject to Section 12.

8. Earnings

8.1 How Earnings Arise

A Program has one or more earning rules, set out in the Program Details. An Earning arises under each earning rule as follows:

Earning type	Earning arises when	Creator earns
% of sales	A sale in your connected commerce store is attributed to the Creator under Section 7.1. The sale is tracked by Attribyte or, where the earning rule says so, by platform data (the purchase value reported by Meta, TikTok or Snapchat in their own attribution window)	The rate in the Program Details multiplied by the order value, including VAT
Fixed amount per lead	A lead, such as a sign-up, booking or form submission, is submitted by a visitor carrying the Creator's Tracking Parameters. Leads are tracked by Attribyte only	The fixed amount per lead in the Program Details
Fixed amount per approved Submission	You accept a Submission under Section 6.2	The fixed amount in the Program Details
Ad performance (Meta, TikTok, Snapchat)	The ad platform reports the chosen metric for ads using the Creator Content	A percentage of ad spend, or a fixed amount per 1,000 impressions, per click, per purchase or conversion, per trial, or per 1,000 video views, as set in the Program Details
Organic views	Views on the Creator's own Instagram or TikTok posts, read from the Creator's connected accounts, counted during the 7 days after the post is published	The amount per 1,000 views in the Program Details, capped per post where the Program Details set a cap
Bonus	You award a Bonus	The amount you set
Submission bonus	The Creator reaches the number of approved Submissions set in the Program Details, counted from when the Creator joined the Program	The amount in the Program Details
Standard retainer	The Creator gets the number of approved Submissions set in the Program Details in the month	The fixed monthly amount, owed when the last required Submission is approved. If the target is not reached by the end of the month, nothing is owed for that month
Smart retainer	At the end of the month, the Creator's gross commission Earnings in the Program for that month are below the guaranteed amount in the Program Details	The difference between the guaranteed amount and those Earnings

For organic views, only views counted while the post is live count. Section 7.1 sets how ad platform figures are fixed for calculating Earnings.

8.2 Accrual

When an Earning arises, Attribyte records the amount owed and fixes the applicable split and fees based on the Program Details in force at that time.

8.3 Rate Lock

Once a Creator is participating in a Program, you may increase the commission rate or retainer amount applicable to that Creator at any time. The increase applies to Earnings arising after the change. You may not reduce the commission rate or retainer amount, and a change never affects Earnings already accrued. To offer different terms, create a new Program; Creators may decline to participate going forward.

8.4 Adjustments and Clawback

You may not retroactively reduce or claw back accrued Earnings, except:

• where the order behind the Earning is refunded or cancelled, in whole or in part, in which case the Earning is reversed or reduced in proportion to the refunded or cancelled amount;
• where you edit the order in your commerce store and the order value falls, in which case the Earning is reduced in proportion;
• on confirmed fraud or order manipulation, including self-purchasing and coupon or link abuse;
• on a chargeback against the underlying order, but only where chargebacks are expressly stated as an adjustment event in the Program Details; or
• where Attribyte corrects a figure recorded in error.

Adjustments may only be applied against Earnings that have not yet been transferred to the Creator. Once an Earning has been transferred, Attribyte will not recover it from the Creator; see Section 10.7.

9. Fees

Attribyte charges transaction-based fees. One brand-side fee applies to each Earning, according to its type; fees are never stacked, and each Earning is charged a fee once, on one base. The following rates apply unless the Platform displays different rates for your account or the Program Details specify otherwise.

Component	Who pays	Basis
Creator earning	Brand	Set by the Program Details, or by you in the case of a Bonus
Brand-side fee, % of sales	Brand	1.5% of the order value the Creator is paid on, added to the Brand charge
Brand-side fee, fixed amount per lead	Brand	10% of the Earning, added to the Brand charge
Brand-side fee, fixed amount per approved Submission	Brand	10% of the Earning, added to the Brand charge
Brand-side fee, ad performance	Brand	1.5% of the ad spend on the ads using the Creator Content, added to the Brand charge
Brand-side fee, organic views	Brand	3% of the Earning, added to the Brand charge
Brand-side fee, Bonus	Brand	3% of the Earning, added to the Brand charge
Brand-side fee, Submission bonus	Brand	3% of the Earning, added to the Brand charge
Brand-side fee, Standard retainer	Brand	3% of the Earning, added to the Brand charge
Brand-side fee, Smart retainer	Brand	3% of the top-up only, added to the Brand charge
Processing-cost recovery	Brand	Payment processing, FX and cross-border costs, grossed up and shown as a separate line

We may modify fees with at least 30 days' notice. Fee changes are prospective and do not affect Earnings already accrued. Each Brand charge records three explicit lines: Creator earnings, Attribyte brand-side platform revenue, and processing-cost recovery. Receipts itemize these components.

10. Payments

10.1 Role and Merchant of Record

Attribyte facilitates payments through third-party payment processors and acts as merchant of record on the Brand charge for the limited purpose of processing platform fees and facilitating payment to Creators. That role does not make Attribyte a party to the underlying agreement between you and a Creator. Attribyte is not a bank or money transmitter. You never pay a Creator directly and never receive Creator bank details.

10.2 Payment Authorization and Off-Session Charging

You must provide and maintain a valid payment method. By providing it you authorize Attribyte and its payment processors to charge it for all amounts owed under these Brand Terms, including Creator earnings, platform fees, processing-cost recovery, taxes and amounts arising under Section 7.6.

You expressly authorize Attribyte to initiate charges without you being present, as recurring merchant-initiated transactions, for amounts that vary according to Platform activity. This authorization continues until you terminate your account and all outstanding amounts are settled, and you shall keep a valid payment method on file for the whole of that period.

10.3 When You Are Charged

Attribyte creates a charge when your outstanding balance reaches the billing threshold shown in your billing settings. Any balance outstanding at the end of a calendar month that has not reached the threshold is charged on the first day of the following month. Thresholds may be adjusted at our discretion based on account history, activity volume and risk indicators.

A Bonus is added to your balance when you award it and is charged immediately if it takes your balance over the billing threshold. A Submission bonus accrues when the Creator reaches the target, a Standard retainer when the last required Submission is approved, and a Smart retainer at the end of the month.

10.4 Currency and Settlement

Charges may be presented in a currency different from the currency in which they settle. Foreign exchange and cross-border costs are included in the processing-cost recovery line. Exchange rates are set by our payment processor and the card networks, not by Attribyte.

10.5 Failed Payments

If a charge fails you will be notified and asked to update your payment method. Platform functionality, including access to Creator Content and the ability to open new collaborations, may be paused until payment succeeds. You remain responsible for all amounts owed. Sections 6.5 to 6.7 apply to license consequences of continued delinquency.

10.6 Disputes About Charges

Any dispute regarding a charge, an attribution determination or a fee calculation must be raised in writing to legal@attribyte.app within 30 days of the charge date or statement date, failing which it is deemed waived to the maximum extent permitted by law. The parties will discuss disputed amounts in good faith, and Attribyte may withhold disputed amounts from payout pending review.

10.7 Refunds, Chargebacks and Loss Allocation

Charges are non-refundable except in cases of verified error, duplicate billing or as required by law. Disputes should be raised under Section 10.6 or Section 20 rather than by card chargeback. Initiating an unauthorized chargeback may result in account suspension and recovery efforts.

Because transfers to Creators are made shortly after the corresponding Brand charge, a later refund, chargeback or dispute on that charge is absorbed by Attribyte and is not recovered from the Creator. Nothing in this Section limits Attribyte's right to recover from you.

10.8 Taxes

You are responsible for taxes on your transactions, including VAT, GST or sales tax where applicable. Charges are exclusive of taxes unless stated otherwise. We may require accurate tax identification information.

11. Non-Circumvention

During an active Program and for 12 months thereafter, you will not knowingly circumvent the Platform by engaging directly with a Creator first introduced through the Platform in a manner that avoids Attribyte fees, unless Attribyte gives prior written consent. This does not apply to demonstrably pre-existing relationships documented before the introduction.

Any off-Platform use of Creator Content obtained through the Platform that is intended to, or has the effect of, avoiding Tracking Parameters, attribution or payment is a material breach, is deemed Acceptance of that content, and triggers all associated payment and licensing obligations.

12. Confidentiality

Program briefs, unpublished Creator Content, negotiation communications, commission rates, performance data and other non-public materials exchanged through the Platform are confidential to the disclosing party ("Confidential Information"). You will use Confidential Information solely for the relevant engagement and will not disclose it except as required by law or as permitted by the Program Details.

This obligation survives termination for three years, and indefinitely for Creator Content that has not been Accepted. Information a Creator publishes on their media card is not Confidential Information.

13. Data

13.1 Roles

Attribyte processes personal data as described in the Privacy Policy and, where it acts on your behalf, the DPA. The DPA also contains the joint-controller arrangement for attribution data generated on your storefront.

13.2 Your Responsibilities

You are responsible for the lawfulness of the data you make available through integrations, including having a legal basis for it, providing the notices your shoppers are entitled to, and collecting any consent required for the attribution identifier on your storefront under the cookie rules that apply to you.

13.3 Usage Data

Attribyte may collect and use data regarding use of the Platform, Program performance and advertising analytics, including de-identified, anonymized or aggregated data ("Usage Data"), to operate, support, protect and improve the Platform and to develop benchmarks and analytics for lawful purposes. Attribyte owns Usage Data and derivatives to the extent permitted by law. Attribyte does not require or intentionally collect end-customer personal data such as names, email addresses or phone numbers for attribution.

13.4 Location of Processing

Creator Content and Platform data may be processed, stored or transferred in the European Economic Area, the United States and other jurisdictions where Attribyte or its providers operate, under the safeguards in the DPA.

13.5 Product Samples

You may offer product samples in a Program. When a sample is sent, the Creator's name, shipping address and phone number are shared with you, and passed to your commerce store, so that you can ship the sample. You may use these details only to ship the sample. The Creator keeps the product. Attribyte is not responsible for delivery.

13.6 Your Own Tools

If you connect a third-party tool to the Platform, including an AI assistant through an API or MCP connection, you are responsible for that tool and its provider. Data obtained from the Platform, including Creator data, may only be used for your Programs on the Platform and under these Brand Terms. The provider of such a tool processes that data under your own terms with that provider, and Attribyte is not responsible for it.

14. Acceptable Use

You must not:

• violate any law or infringe the intellectual property rights of others;
• misrepresent your identity or affiliation;
• manipulate Platform data, attribution or metrics;
• reverse engineer or access non-public portions of the Platform, or use it to replicate or compete with its features;
• interfere with or disrupt the Platform;
• send unsolicited communications; or
• circumvent payment obligations.

We may investigate, remove content, suspend or terminate accounts that violate these provisions.

15. Disputes Between Users

Attribyte is not a party to disputes between you and a Creator. As a courtesy we may offer internal mediation: either party may email legal@attribyte.app with a description of the dispute and supporting evidence; we review the submissions and Platform records and communicate a determination in writing to both parties.

Our determinations are final only as to Platform-level actions such as releasing or withholding payouts, suspending accounts or removing content. Mediation is not legal advice or arbitration, does not waive legal rights and does not bind courts or regulators. Either party retains the right to pursue legal remedies outside the Platform, subject to Section 20.

16. Intellectual Property

The Platform, including all software, design and trademarks, is owned by Attribyte or its licensors. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform in accordance with these Brand Terms. If you provide feedback or suggestions, you grant us a perpetual, royalty-free license to use that feedback for any purpose.

17. Copyright Infringement

We respond to valid notices of alleged infringement under the U.S. Digital Millennium Copyright Act and equivalent laws. Send notices to legal@attribyte.app with the subject line "Copyright Notice", or to Attribyte App Inc., Attn: Copyright, 28 Geary St STE 650, #599, San Francisco, CA 94108.

Your notice must include:

• your signature;
• identification of the copyrighted work;
• identification of the allegedly infringing content;
• your contact information;
• a good-faith statement that the use is not authorized; and
• a statement under penalty of perjury that the information is accurate and that you are the owner or authorized to act.

Counter-notices may be sent to the same address. We terminate the accounts of repeat infringers.

18. Service Availability, Disclaimers and Limitation of Liability

18.1 Availability

We make reasonable efforts to maintain Platform availability but make no guarantees. The Platform may be unavailable due to maintenance, updates, failures, third-party outages, security incidents or other operational reasons. We will give reasonable notice of planned downtime where practicable.

18.2 Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ACCURACY. We do not warrant that the Platform will be uninterrupted, error-free, secure or meet your requirements.

18.3 No Responsibility for User Conduct

Attribyte is not responsible for the actions, content, communications or conduct of Creators. We do not endorse, verify or guarantee any Creator, their work or their statements.

18.4 No Guarantee of Results

Attribyte does not guarantee any specific business, sales, conversion or revenue outcome, or the performance of any Creator, content or Program. Attribution data is produced under the methodology in Section 7 and you rely on it at your own risk.

18.5 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ATTRIBYTE'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE BRAND TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF THE PLATFORM FEES PAID BY YOU TO ATTRIBYTE IN THE TWELVE MONTHS PRECEDING THE EVENT OR ONE THOUSAND US DOLLARS.

ATTRIBYTE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA OR BUSINESS INTERRUPTION.

Nothing in these Brand Terms excludes or limits liability for fraud, gross negligence or willful misconduct or any liability that cannot be limited under applicable law.

18.6 Beta Features

Features made available on a free, trial, beta, preview or early-access basis are provided for evaluation only, "as is", without warranty and at your sole risk. We may modify or withdraw them at any time without notice. Attribution data produced by a beta feature does not create an Earning or a payment obligation unless the Platform expressly designates it as live.

19. Indemnification

You agree to indemnify, defend and hold harmless Attribyte and its officers, directors, employees and agents from any claims, damages, losses, liabilities and expenses, including reasonable attorneys' fees, arising from your use of the Platform, your breach of these Brand Terms, your violation of third-party rights, materials you supply, Creator Content you approve or use, claims made in your advertising, or disputes with Creators.

The indemnified party will promptly notify the indemnifying party, give it control of the defense and settlement and provide reasonable cooperation at the indemnifying party's expense. No settlement may admit liability or impose obligations on the indemnified party without its consent.

20. Governing Law and Dispute Resolution

20.1 Governing Law

These Brand Terms are governed by the laws of the State of California, United States, without regard to conflict of laws principles.

20.2 Informal Resolution

Before initiating formal proceedings, contact us at legal@attribyte.app. We will work in good faith to resolve the dispute within 30 days.

20.3 Arbitration

If informal resolution fails, to the extent permitted by applicable law, disputes shall be resolved by binding arbitration administered by JAMS in San Francisco, California, under JAMS' rules.

20.4 Class Action Waiver

Disputes shall be resolved on an individual basis and not as part of a class, consolidated or representative action.

20.5 Exceptions and Opt-Out

Either party may seek injunctive or equitable relief in court for matters relating to intellectual property, unauthorized access or confidentiality. You agree that a breach of Sections 6, 7, 11 or 12 would cause irreparable harm for which monetary damages are inadequate. You may opt out of arbitration by written notice to legal@attribyte.app within 30 days of first accepting these Brand Terms.

20.6 Mandatory Local Law

If you are established in a jurisdiction whose mandatory law grants you rights that cannot be waived, including the right to bring proceedings before the courts of that jurisdiction, nothing in this Section removes those rights, and Sections 20.3 and 20.4 apply only to the extent that law permits.

21. Term and Termination

21.1 By You

You may terminate your account at any time. Termination does not relieve you of obligations to settle outstanding amounts or of obligations under Sections 6.6, 6.7, 7.3 and 11 that by their terms continue after termination.

21.2 By Us

We may suspend or terminate your account immediately, with or without notice, if you breach these Brand Terms, your payment method fails repeatedly, you engage in fraudulent or illegal activity, or as required by law.

21.3 Effect of Termination

On termination:

• your access ends;
• all amounts accrued or attributable to activity before termination remain payable and you shall keep a valid payment method on file until they are settled;
• commission obligations attributable to Creator Content used in advertising before termination remain payable, including commissions from post-termination conversions attributable to pre-termination placements within the attribution window;
• your license to Creator Content under Section 6.6 continues for the rest of its paid Usage Period, and a perpetual license stays perpetual;
• your right to use Creator Content under any Program with a Performance Rule ends, and you shall cease use and remove or disable any live advertisements featuring it within 5 business days, as in Section 6.7;
• the DPA continues to govern deletion and return of data; and
• Sections 6, 7, 8.4, 9, 10, 11, 12, 13, 16, 18, 19, 20 and 23 survive.

22. Changes to These Brand Terms

We may modify these Brand Terms from time to time. Material changes will be notified by email or by a prominent notice in the Platform and take effect no earlier than 30 days after notice, except where immediate changes are required for legal, security or fraud-prevention reasons. Changes apply prospectively and do not affect Earnings already accrued. Continued use after the effective date is acceptance.

23. General

23.1 Entire Agreement

These Brand Terms, the DPA and the applicable Program Details constitute the entire agreement between you and Attribyte regarding the Platform. "Including" means "including without limitation". Terms in purchase orders or other forms do not modify these Brand Terms.

23.2 Severability

If any provision is held unenforceable it will be limited to the minimum extent necessary and the rest continues in force.

23.3 No Waiver

Our failure to enforce any provision is not a waiver of our right to do so later.

23.4 Assignment

You may not assign these Brand Terms without our written consent, except in connection with a merger, reorganization or transfer of substantially all assets, with notice to us. We may assign them freely.

23.5 Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control, including natural disasters, acts of war, government action, cyber incidents or infrastructure failures. Your obligation to pay is not excused by a force majeure event.

23.6 Notices

We may send notices to the email address on your account or via the Platform. Send legal notices to legal@attribyte.app.

24. Support

Support is available at support@attribyte.app. Hours, response targets and what to include are on our Support page. Support is provided on a best-effort basis and nothing on that page changes Section 18.

25. Contact Us

Attribyte App Inc.
28 Geary St STE 650, #599
San Francisco, CA 94108
United States

Email: legal@attribyte.app