Terms of Service

‍Effective Date: This Terms of Service (“Agreement”) is a binding contract between you and BRKR.IO, Inc. (doing business as Breakr), a Delaware corporation (“Company,” “we,” “us,” or “our”). By accessing or using Breakr’s website, platform, or API (collectively, the “Platform”), you agree to be bound by this Agreement as of that first access or use (the “Effective Date”). PLEASE READ THIS AGREEMENT CAREFULLY. If you do not agree with any part of these terms, you may not use the Platform. By accepting or using the Platform, you represent that you are at least 18 years old (or the age of majority in your jurisdiction) and that you have the legal capacity to enter into this Agreement. If you are using the Platform on behalf of an organization or entity, you represent that you have the authority to bind that organization to this Agreement.

1. Definitions

For purposes of this Agreement, the following terms have the meanings set forth below. Other capitalized terms may be defined elsewhere in the text of the Agreement.

Platform: The Breakr online platform, including our website, mobile application, and any related services, through which Users can interact, manage campaigns, and utilize Breakr’s tools and services (including the Breakr API and Breakr Pay™ program).
Business User: Any User that is a brand, advertiser, client, or other entity seeking to engage Creators for marketing or promotional campaigns via the Platform. Business Users are sometimes referred to as “brands” or “clients.”
Agency User: Any User that is an agent or agency acting on behalf of a Business User or Creator. This includes marketing agencies, talent managers, or other representatives who use the Platform to facilitate campaigns for a client. An Agency User may represent one or more Business Users or Creators, as authorized.
Creator: Any User who offers promotional services or creates content through the Platform as part of campaigns. Creators include influencers, artists, promoters, or other individuals or entities providing marketing content or endorsements for Business Users.
Campaign: A marketing or promotional engagement arranged through the Platform in which a Business User contracts with a Creator (directly or via an Agency User) to produce and/or distribute content or perform promotional activities (“Campaign Services”). Each Campaign may be governed by specific details such as deliverables, timelines, and compensation, as agreed through the Platform’s tools.
Breakr Pay™: An optional financing program offered through the Platform in collaboration with third-party lending partners. Breakr Pay™ allows Business Users to finance or factor their payment obligations for Campaigns (e.g. to “float” campaign costs), enabling Creators to be paid quickly while the Business User pays the financing partner over an extended term.
Breakr Pay™ Lending Partner: A third-party financial institution or lender that provides financing or invoice factoring services to Business Users through the Breakr Pay™ program. Breakr Pay lending partners are independent of Breakr and are not affiliates of the Company.
Authorized User: Any individual authorized by a Business User or Agency User to access or use the Platform under that User’s account. For example, an employee of a brand or a subcontractor of an agency may be an Authorized User. The primary account holder is responsible for all actions of its Authorized Users on the Platform.

Note: In this Agreement, the term “User” refers to any person or entity who creates an account on the Platform or uses the Platform, including Business Users, Agency Users, and Creators (and their respective Authorized Users). “You” and “your” refer to you as a User of the Platform.

2. Description of Services

2.1 Platform Overview. Breakr provides an online communications and logistics Platform that enables Business Users seeking promotional or marketing services to connect and contract with independent Creators who offer those services. Through Breakr, Business Users can launch marketing campaigns and be matched with Creators interested in participating. Breakr acts solely as a neutral venue and technology provider to facilitate these connections, communications, and payments. Breakr is not a party to the contracts between Business Users and Creators. Creators provide their services to Business Users as independent contractors, not as employees or agents of Breakr. Likewise, Business Users engage Creators at their own discretion and are not controlled by Breakr. You acknowledge that Creators engaged via the Platform are independent contractors of the Business User (or the Business User’s Agency) and are not employees, partners, or agents of Breakr. Breakr does not direct the content that Creators create, the campaigns that Business Users run, or the terms of the deals between them (aside from providing the tools to agree on such terms).

2.2 Campaign Partner Network (CPN). In addition to the self-service platform features, Breakr offers an extended service called the Breakr Campaign Partner Network (CPN) for Users who desire enhanced campaign management support. The CPN consists of vetted freelance campaign managers (third-party contractors skilled in Breakr’s Platform and campaign management) who can assist Business Users in planning and executing campaigns. CPN services may include, but are not limited to:

Campaign Creation Support: Assisting in the development, planning, and initiation of marketing campaigns on the Platform, including defining campaign objectives and selecting appropriate Creators.
Development of Testing Methodologies: Crafting strategies to test various creative approaches or influencer content in a campaign, to optimize performance.
Creator Engagement and Negotiation: Managing communications with Creators on behalf of a Business User or Agency, including sending offers, negotiating rates or terms, and discussing content deliverables.
Content Review and Approval Processes: Overseeing the review of content produced by Creators and ensuring Business Users (or their Agencies) have the opportunity to approve or request modifications to content as needed before publication.
Campaign Expansion Assistance: Providing guidance on expanding the scope or budget of campaigns (e.g., adding more Creators or extending duration) and facilitating any necessary adjustments or additional agreements.
Post-Approval Monitoring: Monitoring live campaign posts or content after publication, and providing support in analyzing performance and ensuring compliance with the agreed-upon campaign parameters and guidelines.

These CPN managers are independent contractors sourced through Breakr’s partners; they are not employees of Breakr, but they are experienced in using our Platform to maximize campaign success. CPN managers offer impartial recommendations and can leverage Breakr’s extensive database of creators (over 50 million creators) to help Business Users identify effective campaign strategies and talent matches.

2.3 Use of CPN Services. By opting to utilize the Campaign Partner Network services, you (as a Business User or Agency User) agree to any additional fees and terms associated with CPN support (as will be communicated to you before you engage the service). You acknowledge that the role of the CPN manager is to facilitate and advise; however, all final decisions regarding campaign content, creator selection, and budget are yours. Engagement of CPN services does not create any employment or agency relationship between the CPN manager and you or your organization—CPN managers operate as independent consultants. Breakr is not responsible or liable for the actions or advice of CPN managers beyond facilitating the introduction and payment for their services. That said, Breakr will use reasonable care in selecting CPN partners and will remain involved in overseeing the quality of CPN services to maintain the effectiveness of our Platform offering.

2.4 Platform Features. The Platform may include additional features and tools to enhance your campaign experience, such as communication channels, analytics dashboards, secure payment processing, and an Application Programming Interface (“API”) for integration with other applications. Use of specific features (e.g., the API or Breakr Pay financing) may be subject to additional guidelines or terms within this Agreement or presented at the time of use. We reserve the right to add, remove, or modify features of the Platform at any time to improve our services or adapt to business needs (see Section 12.6 regarding modifications to the terms or Platform).

2.5 No Guarantee of Results. Breakr strives to provide a valuable platform for connecting Brands, Agencies, and Creators, but we do not guarantee any specific results from using the Platform. We do not guarantee that Business Users will find suitable Creators for their campaigns, nor do we guarantee that Creators will receive a particular number or quality of offers. We also do not guarantee the success or outcome of any Campaign – the effectiveness of a Campaign depends on the actions of the Business User and Creator and factors outside our control. All Users acknowledge that any business or creative results (such as audience engagement, sales, or exposure) from campaigns are uncertain and outside of Breakr’s control.

3. Account Registration and User Eligibility

3.1 Account Registration. To access most features of the Platform, you must create a Breakr account. When registering, you agree to provide truthful, current, and complete information about yourself (or your organization) as prompted by our registration forms. This includes your name, contact information, and any necessary verification documents or credentials we may require for certain User types (for example, business verification for Brand clients or agency credentials for Agency Users). You also agree to update your account information promptly if it changes, so that your records remain accurate and complete at all times.

3.2 Account Types and Role Selection. During registration (or in your account settings), you may be asked to identify your account as a Business User, Agency User, or Creator (or a combination, if applicable). It is important that you select the appropriate role that reflects how you intend to use the Platform. If you are an Agency User, you may need to specify the Business User(s) or Creator(s) you represent, and you represent and warrant that you have the authority from those parties to act on their behalf on the Platform (see Section 5.2 below for Agency User responsibilities). Breakr reserves the right to verify your stated role and request additional information or documentation (for example, proof of business identity or authorization from a client) to confirm your eligibility for that account type.

3.3 Eligibility; Minimum Age. The Platform is intended for use by adults. You must be at least 18 years old (or the age of legal majority in your jurisdiction) to create an account and use the Platform’s core services (especially to participate in any paid Campaigns). If you are under 18, you may not register as a Creator or Business User without verifiable consent from a parent or legal guardian, and Breakr reserves the right to restrict minor users from certain features (for example, Breakr Pay financing is not available to minors). By using the Platform, you affirm that you are legally able to form a binding contract. If an individual under 18 is using the Platform (e.g., as a Creator with parental permission), the parent or guardian will be responsible for supervision and for the minor’s compliance with these terms.

3.4 Account Security. You are responsible for maintaining the confidentiality and security of your account login credentials (username and password) and any other keys, tokens, or credentials (such as API keys) provided for accessing the Platform. You are fully responsible for all activities that occur under your account (including actions by your Authorized Users or any other person who has obtained access to your account, whether authorized by you or not). You agree to keep your password secure and not share it with any unauthorized third party. If you believe that your account has been compromised or accessed without authorization, you must notify us immediately at support@breakr.app (or via any security breach contact method we provide). Breakr will not be liable for any loss or damage arising from unauthorized use of your account, but you may be held liable for losses incurred by Breakr or others due to such unauthorized use.

3.5 Authorized Users and Account Use by Organizations. If you are a Business User or Agency User that is an organization (such as a corporation, LLC, or partnership), you may allow designated representatives (employees, contractors, or agents) to access the Platform as “Authorized Users” under your account, solely for purposes of performing tasks on your behalf. You are responsible for managing the permissions of Authorized Users on your account and ensuring they are aware of and adhere to this Agreement. Any action taken by an Authorized User under your account will be deemed to be an action by you. You are liable for all acts and omissions of your Authorized Users. If an Authorized User leaves your organization or should no longer have access, you must terminate or change their credentials promptly. We encourage you to use any admin tools we provide for managing multi-user access and to exercise caution in sharing account access.

3.6 Agency Account Use; Authorization of Agency Users. If you are an Agency User using the Platform on behalf of a client (whether a Business client or a Creator talent), you must have the proper authority and consent from that client to act on their behalf. By creating an Agency account or linking yourself to a client’s account, you represent and warrant to Breakr that you have been duly authorized by the relevant Business User or Creator to act as their agent and to bind them to contracts and obligations via the Platform. Breakr may require verification of such agency relationship (such as an email from the client or a written authorization). The client (principal) you represent will be held directly responsible for all obligations incurred by you on the Platform (including payment obligations for Business Users or content delivery for Creators). In addition, as an Agency User, you agree to be jointly responsible for ensuring compliance with this Agreement. If you do not actually have authority, you agree that you will assume all responsibilities and liabilities of the client under these Terms as if you were the principal. Breakr reserves the right to treat any transaction conducted by an Agency User as binding upon the represented client once the client’s association with the Agency User is confirmed in our system.

3.7 Account Conduct and Responsibilities. All Users must use the Platform in compliance with this Agreement and with all applicable laws and regulations. You are responsible for configuring your account settings, profile, and preferences to your needs. You must use your account only for the intended purpose: Business Users and Agency Users should not masquerade as Creators, and vice versa, without permission. You may not register for more than one account of the same type (e.g., multiple Creator accounts) unless expressly permitted by Breakr. You may not sell, transfer, or rent out your account to another party without our consent. If you need to change the individual or entity that owns an account (for example, due to a company reorganization), please contact us for assistance – do not simply share credentials.

4. License to Use the Platform

4.1 License Grant. Subject to your compliance with this Agreement and timely payment of all applicable fees, Breakr hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term of this Agreement to access and use the Platform (and any authorized APIs) for your internal business or personal use, solely for the following permitted purposes: (a) if you are a Business User or Agency User, to discover and engage Creators and manage marketing Campaigns; (b) if you are a Creator or Agency User, to solicit and perform Campaign Services for Business Users; and (c) if you use the Breakr API, to develop and run your own applications or integrations that interact with the Platform in accordance with any API documentation or usage guidelines we provide. All rights not expressly granted to you are reserved by Breakr and its licensors. This license does not give you any ownership of the Platform or related intellectual property, and we can revoke or suspend your access rights if you violate this Agreement.

4.2 Platform Updates and API Modifications. Breakr may from time to time update the Platform, add or remove functionalities, or modify the API (including requiring you to use the latest version of our API or update your integrations). We will endeavor to notify users of any major changes that could impact ongoing use (for example, deprecating an old API endpoint), but it is ultimately your responsibility to stay informed of and use the current version of our Platform and API. Continued use of the Platform after any changes constitutes acceptance of those changes, provided that if we modify this Agreement itself, we will follow the notice procedures in Section 12.6 below.

4.3 Support. Breakr may provide basic customer support and technical assistance for Platform users, primarily via email or in-app messaging, to ensure a smooth experience. We strive to respond promptly to support inquiries. Certain advanced services such as the Campaign Partner Network (CPN) are available for an additional fee (as agreed when you opt-in to those services). Except as otherwise agreed in writing or as required by law, this Agreement does not entitle you to any specific level of support, and we may limit or prioritize support at our discretion.

4.4 User Content and License to Breakr. In using the Platform, you (or your Authorized Users) may submit, upload, or post content, data, and information to your profile or in communications (for example: profile information, campaign descriptions, creative briefs, proposals, messages, and any content that Creators deliver for campaigns through the Platform). You retain any ownership rights you have in the content that you submit. However, you grant Breakr a worldwide, royalty-free, sublicensable license to host, store, copy, display, and transmit your content via the Platform as necessary to provide our services. For example, we may display your campaign brief to potential Creators, or show a Creator’s delivered content to the Business User for approval, or use your content to facilitate payment processing. This license is solely for the purpose of operating or improving the Platform and will last for as long as you have rights in the content (or until you remove the content from the Platform, where applicable). You represent and warrant that you have all necessary rights to submit the content and to grant us this license, and that none of the content infringes or misappropriates any third-party rights or violates any law (see also Section 9 regarding content and conduct rules). Breakr has no responsibility for backing up or storing your content beyond providing the Platform services; please keep copies of any important materials.

4.5 Breakr Intellectual Property. The Platform (including all software, code, databases, user interfaces, designs, and the Breakr name and logos) is the intellectual property of Breakr or its licensors and is protected by copyright, trademark, patent, and other laws. Breakr™ and Breakr Pay™ are trademarks of the Company. Nothing in this Agreement grants you any rights to use the Breakr name or logos for any purpose (except as necessary to refer to our services in a factual manner), unless you obtain our prior written consent. You agree not to remove, obscure, or alter any copyright, trademark, or other proprietary rights notices on the Platform. If you provide any feedback or suggestions to Breakr regarding the Platform, we may use and incorporate them without any obligation to you.

5. Specific User Roles and Responsibilities

Different categories of users on the Platform have some unique rights and obligations. In addition to the general duties applicable to all Users under this Agreement, the following provisions apply to Business Users, Agency Users, and Creators, respectively:

5.1 Business Users (Brands and Clients)

If you are a Business User (such as a brand or advertiser using Breakr to engage Creators), you agree to the following additional terms:

Campaign Obligations: You will provide clear and accurate information about each Campaign you wish to run, including campaign objectives, required deliverables from Creators (e.g., social media posts, videos, etc.), any key messages or hashtags, timing (posting dates or deadlines), and the compensation or benefits offered to Creators. You are responsible for ensuring that your campaign details and any materials you provide to Creators (such as product samples, scripts, or branding assets) do not violate any law or rights of any third party.
Payment Responsibilities: You agree to pay Creators in a timely manner for their services as agreed in the Campaign terms (see Section 6 on Payments). This includes paying the agreed campaign fee or rate to each Creator who completes the deliverables to your reasonable satisfaction. You are solely responsible for all financial obligations to Creators you engage, even if you choose to finance those payments through Breakr Pay™ or another method (using Breakr Pay does not eliminate your duty to ultimately pay, as explained in Section 7). You will not attempt to avoid or delay payment unjustifiably. If a Creator fulfills their obligations, you must honor the payment.
Campaign Agreements with Creators: When you and a Creator agree through the Platform’s interface on a campaign offer (sometimes called a “booking” or an “offer acceptance”), that agreement is binding between you and the Creator. You agree to abide by the terms of such Campaign agreements (including any additional terms specified in the offer or Scope of Work). For example, if the agreement says the Creator will post a video and you will pay $X within 7 days of posting, you must pay accordingly. If you need to make changes to an agreed Campaign (such as extending a deadline or modifying deliverables), you should communicate and mutually agree with the Creator via the Platform’s messaging or create an amended offer. Breakr is not a direct party to these Campaign contracts but may assist in administering them (e.g., by facilitating payment).
Compliance with Laws (Business Users): You are responsible for ensuring that your campaigns and marketing practices comply with all applicable laws and regulations. This includes (where relevant) laws about advertising, promotions, intellectual property, privacy, and consumer protection. For example, if you provide marketing copy or claims for a Creator to share, those claims must be truthful and substantiated as required by law. If your industry is regulated (e.g., healthcare, finance, alcohol), you must ensure any Creator endorsements or content meet those regulatory requirements. You should also ensure that any necessary disclosures are communicated to the Creator (for instance, FTC guidelines require that influencer posts clearly disclose they are paid or sponsored – see Section 9, Marketing Compliance, for details). Breakr is not responsible for policing the substance of your campaigns, but we reserve the right to remove or suspend campaigns that appear to violate law or this Agreement.
Intellectual Property and Rights: You represent and warrant that you have all rights and licenses necessary for any content or materials you ask Creators to use or post as part of a campaign. For example, if you ask a Creator to include your logo, you must have the rights to that logo. If you provide images, video, music, or text for the Creator to incorporate, you must either own them or have permission to use them in that manner. You grant the Creator a limited license to use your intellectual property as needed to perform the Campaign. Conversely, unless otherwise agreed in writing, the Creator retains ownership of the original content they create, but by the nature of the Campaign, you will receive certain usage rights to that content (see note in Creator section below regarding content license to Business User). It is your responsibility to negotiate or clarify with the Creator if you desire additional usage rights or exclusivity (Breakr can facilitate discussion but does not automatically impose those terms).
Interaction with Creators: You agree to act professionally and respectfully in all dealings with Creators (and Agency Users) on the Platform. You will provide any necessary guidance and feedback to the Creator in a timely and constructive manner to enable them to complete the Campaign. You will not ask or pressure any Creator to do anything illegal, unsafe, or against this Agreement or our policies. You also agree not to retaliate against a Creator for honest content (e.g., you cannot threaten a Creator for not getting expected results, as long as they fulfilled the agreed tasks). If a Creator does not meet your expectations or breaches their obligations, you may address this through the Platform’s feedback mechanisms or dispute resolution (Section 11.2), but you will remain professional.
Indemnification by Business Users: In addition to the general indemnity in Section 10, Business Users agree to indemnify, defend, and hold harmless Breakr and its officers, directors, employees, and agents (and, if we request, Breakr’s business partners and clients such as Creators involved in your Campaign) from any and all claims, liabilities, losses, and expenses (including attorney’s fees) arising out of or related to (a) the content or products you promote through a Campaign (for example, claims that your product caused harm, that advertising claims you provided were false/misleading, or that materials you provided to a Creator infringed someone’s intellectual property), (b) your failure to pay for services or fulfill commitments to a Creator, or (c) any other breach by you of this Agreement or violation of law. (See also Section 7 regarding Breakr Pay obligations.)

5.2 Agency Users

If you are an Agency User (using Breakr on behalf of one or more clients), you agree to the following additional terms:

Duty of Authorization: Before using the Platform for any client’s benefit, you must have that client’s authorization to do so. This means, for example, you should have a contract or documented permission from the Business User you represent (like a brand hiring your agency, or a talent you manage) that allows you to manage campaigns or offers on their behalf. By acting on the Platform, you certify that such authority exists. If at any time your authorization from the client is revoked or expires, you must cease using the Platform on their behalf and notify us to unlink or deactivate the association.
Acting within Authority: You agree to only take actions on the Platform that are within the scope of authority given by your client. For instance, if a brand authorizes you to run a campaign with a certain budget, you should not exceed that budget or engage Creators for additional campaigns without approval. If you represent a Creator, you should not accept offers or set terms that the Creator has not consented to. You must communicate with your client outside the Platform as needed to obtain necessary approvals or input, and not assume consent where it hasn’t been given. Breakr will consider actions you perform (such as accepting an offer, posting a brief, or approving content) as if they were done by the client themselves, so it is critical that you have their agreement.
Joint Responsibility: Both you and the client you represent are responsible for compliance with this Agreement. If your client (Business User or Creator) would be in breach of this Agreement due to an action or omission by you, it will be deemed a breach by both you (the Agency User) and your client. You agree that Breakr can enforce this Agreement against you directly, against your client, or both, as appropriate. For example, if you (as an agency) misuse the Platform or misrepresent a campaign causing a problem, Breakr may suspend your agency account and/or the client’s account. If a payment is owed for a campaign you managed, Breakr may seek payment from the Business User client, but if the client fails to pay, Breakr may hold the agency liable if the agency had accepted funds or responsibility to pay on the client’s behalf.
Payment Handling: Depending on arrangements with your client, you might be involved in managing payments. For instance, a Business User might fund a campaign budget that you, the Agency, then allocate to Creators; or a Creator might expect payment through you. Unless otherwise agreed in writing with Breakr, the Platform’s default assumption is that payments to Creators will flow from the Business User through Breakr to the Creator directly. If Breakr allows an Agency to be the payor or intermediary for campaign payments, you agree to promptly pay or pass through any amounts due to Creators or to Breakr. Holding funds on behalf of a client or Creator creates a fiduciary duty: you must not misuse those funds. Breakr may, at its discretion, limit an Agency User’s ability to handle money and instead require direct funding from the Business User or direct disbursement to the Creator, to reduce risk.
Non-Circumvention and Transparency: Agency Users should operate with transparency on the Platform. You will not attempt to “hide” the involvement of an agency if it’s relevant—for example, you should maintain accurate profile information indicating that you are an agent of the brand or creator. You also agree not to circumvent the Platform. This means you will not take a connection made through Breakr and move it off-platform to avoid fees or Platform policies. For example, if you find a Creator for your brand client on Breakr, you should conduct that campaign through Breakr rather than encouraging the Creator to work directly outside the Platform. Such circumvention would violate both your and your client’s obligations under this Agreement.
Indemnification by Agencies: In addition to the general indemnity in Section 10, you (the Agency User) agree to indemnify, defend, and hold harmless Breakr and its affiliates, officers, and employees from any claims, losses, or liabilities arising out of (a) your lack of authority to bind a purported client (if it turns out you were not actually authorized), (b) any intentional misconduct or negligent acts by you in the course of using the Platform (for example, if you misuse a client’s funds or give a Creator legally non-compliant instructions), or (c) any breach of this Agreement by you. This indemnity is in addition to any indemnification your client may owe (Business Users and Creators also have indemnity obligations herein), and will apply even if the client is also indemnifying, to ensure Breakr can recover from either or both of you as appropriate.
Agency and Client Relationship: Breakr is not responsible for any disputes between an Agency User and their client. We will not get involved in your separate contract terms or fee arrangements with your clients. If a client fails to pay you or you fail to pay your client (or any other dispute), that is outside the scope of these Platform Terms and must be resolved between the parties. However, all Users must still fulfill their obligations on the Platform; for example, a Creator delivering content must be paid regardless of any internal dispute between a brand and its agency. If necessary, Breakr may pay a Creator and then seek redress from the responsible Business User or Agency User. As an Agency, you agree that your client may contact us to terminate your access to their campaigns or data at any time, and we will comply with a Business User’s direction regarding who should have access to their account.

5.3 Creators

If you are a Creator using Breakr to offer your services and participate in campaigns, you agree to the following additional terms:

Quality of Services: You will perform your Campaign Services to a professional standard of quality. This means you will create and publish content that meets the specifications agreed upon with the Business User (or their Agency) in the campaign offer, including adhering to any brand guidelines, talking points, or requirements given. You agree to put in your best effort to produce authentic and engaging content that aligns with the campaign goals, while also maintaining your own voice and style (as that is typically why you were hired). If revisions or edits are reasonably requested by the Business User in order to meet the agreed terms, you will make a good-faith effort to accommodate them, provided they are within the originally agreed scope.
Timeliness: You agree to deliver all work (such as draft content or published posts) by the deadlines set in the campaign agreement or otherwise communicated via the Platform. If you foresee any delay or issue in meeting a deadline, you must promptly inform the Business User (or Agency) through the Platform’s messaging system and attempt to work out an alternative plan. Repeated failure to deliver on time without valid reason may result in reduced compensation (if provided in the campaign terms) or termination of the campaign and potential removal from the Platform.
Compliance with Guidelines and Laws (Creators): You must comply with all applicable laws and regulations in connection with your promotional activities. This includes, very importantly, Federal Trade Commission (FTC) guidelines on endorsements (or similar regulations in your country if outside the U.S.) – you must clearly and conspicuously disclose any material connection to the brand (e.g., using #ad or #sponsored or the platform’s disclosure tools, as appropriate) when posting content as part of a paid campaign. You are also responsible for adhering to the content guidelines outlined in Section 9 (Marketing Compliance Policy), such as not making false or unverified claims, not promoting prohibited content, and including only accurate information. If the Business User provides you with factual statements or claims to include in your content, and you suspect they may be misleading or not allowed, you should inquire and, if not resolved, you have the right to refuse to post content that would violate the law or your ethical standards. Additionally, you should follow the terms of service and community guidelines of any third-party platform where you are posting content (e.g., Instagram’s or TikTok’s rules). You are individually liable for your own conduct and content, so it is in your interest to ensure all sponsored content is compliant.
Content Ownership and License to Brands: As between you and the Business User, you typically retain ownership of the original content you create (photos, videos, captions, etc.), unless specifically provided otherwise in a separate agreement. However, by participating in a campaign and receiving compensation, you grant the Business User a license to use the content you created for that campaign for the purposes and duration that may have been agreed or, if not explicitly stated, a license to use that content in the context of the campaign (for example, sharing or reposting it on the Business User’s own social media or website in connection with the campaign). If a Business User desires broader usage rights (such as using your content in paid advertisements or on their product packaging), that should be negotiated separately and may involve additional compensation. Breakr does not automatically grant any rights on your behalf beyond what the campaign clearly entails. We recommend any such expectations be documented in the campaign’s written terms on the Platform. You also grant Breakr a license to use and display your content as needed for Platform operations per Section 4.4. Note: You should not provide any content to a Business User that you do not have the right to use or license (for example, don’t include music or images in your video if you don’t have the rights, unless the brand provides it and has rights).
Use of Platform for Communication: To protect both parties and ensure proper recordkeeping, you should conduct all major campaign communications (such as negotiating deliverables, requesting changes, confirming approvals) through the Platform’s messaging and offer system whenever possible. This helps avoid misunderstandings and allows Breakr to assist or review if there is a dispute. You may have off-platform discussions (e.g., phone calls or Zoom meetings) with the Business User or Agency to collaborate creatively; however, key decisions or changes should be summarized in the Platform chat or via updated offers for clarity. Do not agree to any significant change in campaign scope or payment off-platform without also documenting it via Breakr, as we cannot enforce or support terms that aren’t captured in our system.
Payment and Financial Responsibility: As a Creator, you will receive payment for your services either directly from the Business User through the Platform or via Breakr’s payment facilitation (e.g., funds released from the Business User’s Breakr wallet or through Breakr Pay financing, as applicable). Section 6 below describes the payment process in detail. You are responsible for providing accurate payment information (such as bank account or payment service details) to receive your funds. You are also responsible for any taxes on your income from campaigns – Breakr does not withhold taxes unless required by law. We may ask you to complete relevant tax forms (like a W-9 for US creators) and will issue IRS Form 1099s or equivalent as required by law. It is your duty to report and pay any applicable income or self-employment taxes on what you earn via Breakr.
Professional Conduct: You are expected to behave professionally with Business Users and any Agency Users. This includes respecting confidentiality for any sensitive information a brand or agency shares with you about upcoming product launches, marketing strategy, or any non-public details. If you agree to an NDA (non-disclosure agreement) as part of a campaign, you must honor it. Even if no formal NDA, you should treat non-public campaign information as confidential until it’s public. You should also not engage in any harassing, discriminatory, or inappropriate behavior toward clients. Building good relationships will likely lead to more opportunities.
Indemnification by Creators: In addition to the general indemnity in Section 10, you (the Creator) agree to indemnify, defend, and hold harmless Breakr, the Business Users you work with, and our respective affiliates and partners from any claims, liabilities, or losses arising out of or related to (a) the content you create or publish as part of a Campaign (for instance, if someone claims your post infringes their copyright or defames them, or if you failed to include a required disclosure and a regulatory fine is imposed), (b) your failure to adhere to any applicable laws or regulations in your promotional activities, or (c) any other breach by you of this Agreement (such as misuse of the Platform or fraud). Additionally, as detailed in Section 9.6 (Marketing Compliance Indemnification), you specifically agree to indemnify Breakr and its clients for any damages or costs resulting from your violation of our Marketing Compliance Policy (like not disclosing sponsorships or engaging in misleading marketing). This means you are taking responsibility if your conduct as a Creator causes harm or legal exposure to the platform or the brands you work with.

6. Fees and Payment Terms

6.1 Platform Fees and Subscription Plans: Breakr may charge fees for certain services or features on the Platform. For example, Business Users might pay a subscription fee for access to premium features or a fee per campaign, and Breakr may take a commission or “finder’s fee” on transactions. (As disclosed elsewhere, Breakr typically charges a 10% finder’s fee for connecting Brands and Creators, which may be built into the prices shown.) If you are required to pay any fee to use or continue using the Platform (such as purchasing additional offer credits or subscribing to a Pro/Enterprise tier), those fees will be disclosed to you in advance via the Platform or a separate Fee Schedule. All such fees are non-refundable except as expressly stated. You authorize Breakr to charge any applicable fees to the payment method you provide (such as a credit card) or deduct them from amounts we owe you (for instance, deducting our commission from a payment to a Creator). Breakr reserves the right to change its fees or introduce new fees in the future, but will provide notice to affected users and such changes will apply prospectively.

6.2 Offer Credits System: Breakr may use a credit-based system for Business Users to send offers to Creators:

Business Users are allotted a certain number of credits (monthly or otherwise) depending on their subscription plan (e.g., Free, Pro, Enterprise) or they may purchase additional credits. Each credit typically allows a Business User to send one campaign offer to a Creator on the Platform.
Using Credits: When you (as a Business User) send an offer to a Creator, one credit will be deducted from your balance. Credits are consumed upon sending an offer and will not be returned if the Creator declines the offer or if the offer expires without response. (In other words, the act of making an offer uses the credit, regardless of the outcome.)
Credit Allocation: Free tier users may receive a limited number of credits per month (suitable for trial or small-scale use). Paid tiers (Pro, Enterprise) receive higher or unlimited credits as part of their plan, as detailed on our Platform or pricing page. Unused monthly credits generally do not roll over to the next billing cycle; at the start of each cycle, the credit balance resets to the plan’s allotment.
Purchasing Credits: If you exhaust your included credits and wish to send more offers before your balance resets, you may have the option to purchase additional credits separately. Prices for additional credits will be indicated in the Platform at time of purchase. Purchased credits may have an expiration (for example, end of the current cycle or a set period) as will be communicated if different from standard terms.
Non-Transferability: Credits are tied to your account and cannot be transferred or traded between accounts. They are solely a mechanism to enable offers and have no cash value (i.e., you cannot redeem credits for money).
This credit system is intended to ensure efficient use of the Platform and to prevent spam or over-sending of offers to Creators. If you believe a credit was deducted in error due to a technical issue, please contact support and we will review on a case-by-case basis.

6.3 Campaign Payment Process: Breakr’s Platform facilitates the payment from Business Users to Creators for campaign work:

Payment Agreements: For each Campaign, the compensation (fee) for the Creator should be clearly specified and agreed through the Platform (often as part of the offer acceptance). This could be a fixed dollar amount, a product or gift equivalent, or some other agreed value. Cash compensation is typically handled through the Platform’s payment tools.
Funding Requirement: Breakr may require Business Users to fund a campaign before or upon an offer being accepted. This funding could mean depositing the agreed fee into a Breakr escrow or wallet system. Alternatively, Breakr may extend credit via Breakr Pay (Section 7) or allow net payment terms, at its discretion. We generally will communicate to Creators that payment has been secured (e.g., “funds are held” or “campaign financed”) when a campaign is confirmed, to give Creators confidence to begin work.
Disbursement to Creators: Once a Creator has fulfilled the campaign deliverables and the Business User has signified approval (or after a certain confirmation period post-completion, as established by Platform workflow), Breakr will release the payment to the Creator. This could be immediate (especially when Breakr Pay is used to pay creators instantly upon approval) or within a short standard processing time (e.g., 1-5 business days). Creators will receive their payments through the method they’ve set up (direct bank transfer, payment provider, etc.). Breakr will notify the Creator when funds are available for withdrawal or have been sent.
Tax Withholding and Information: Both Business Users and Creators are responsible for their own tax obligations. Breakr is not responsible for withholding income taxes on payments to Creators, since Creators are independent contractors of Business Users (not employees of Breakr or the Business User). However, if Breakr is required by law to withhold any taxes (for example, backup withholding due to missing taxpayer information), we reserve the right to do so from payments. We may request tax identification information from Creators (such as a W-9 or W-8BEN form) and will issue tax forms as required by law (e.g., Form 1099-NEC for U.S. Creators earning above the reporting threshold). Business Users may also be responsible for issuing 1099 forms to Creators in some cases, depending on the payment flows. You agree to provide any information and complete any forms reasonably requested for tax purposes. Breakr does not provide tax advice; please consult your tax advisor regarding income received or paid via the Platform.
No Refunds on Completed Services: Once a Creator has delivered the agreed services and has been paid, the transaction is considered complete. Generally, payments are final. If a Business User is unhappy with a Creator’s performance, they should address it through the Platform’s dispute resolution or feedback process before payment is released. Breakr will mediate disputes in good faith (see Section 11.2), but if a service was rendered as agreed, the Business User will not be entitled to a refund of the fee simply due to dissatisfaction. Conversely, if a Creator believes they are entitled to payment and the Business User hasn’t released it despite completion of deliverables, the Creator should contact Breakr to initiate a dispute; Breakr may release escrowed funds if we determine the work was done per the agreement.
Platform Commission: Breakr may deduct its service fee or commission from the payment before disbursing to the Creator (or charge it to the Business User). For example, if a Creator’s fee is $100 and Breakr’s commission is 10%, Breakr may collect $10 as its fee and the Creator will receive $90 (assuming no other fees). We aim to be transparent about any such fees in our interface or agreements with you. Creators will be able to see their net earnings on the Platform.
Currency: All monetary amounts on the Platform are typically denominated in U.S. Dollars (USD), unless otherwise stated. If we support other currencies, that will be indicated. Users are responsible for any currency conversion fees or differences if they use a non-USD account (e.g., your bank may charge a conversion fee to receive USD).
Payment Processor: Payments on the Platform may be facilitated by third-party payment processors. By using our Platform, you agree to comply with the terms and conditions of any such payment processor (which will be provided to you if applicable). Breakr is not responsible for errors or delays caused by the payment processor, but we will assist in resolving any issues to the extent possible.

6.4 Creator Wallets and Withdrawals: Breakr may provide Creators with a digital wallet or account balance on the Platform. When you receive payments from campaigns, the funds might first appear as a balance in your Breakr account. You can then withdraw those funds to your linked bank account or other payout method. Instant Payouts: In many cases, especially when Breakr Pay financing is used, funds will be available to Creators as soon as the Business User approves the content (often within 48 hours or less after approval). Creators can choose to withdraw immediately or leave the funds in their Breakr wallet for future use (for instance, to use for hiring other creators or services on Breakr, if such features exist). Keeping money in your Breakr wallet is optional; Breakr does not pay interest on wallet balances. If you maintain a balance, you are still subject to the security and tax provisions of this Agreement for those funds. Breakr may set minimum or maximum withdrawal limits and may require verification steps before a first withdrawal (to prevent fraud and comply with KYC/AML regulations). We strive to make payouts efficient, but the timing of funds arriving in your external account may depend on banking channels (e.g., ACH transfers may take a couple of business days).

6.5 Failure of Payment by Business User: If a Business User fails to provide payment (or if a payment method is declined or a deposited check bounces) for a campaign that a Creator has completed, the Business User will be in breach of this Agreement. Breakr will make reasonable efforts to remind and collect from the Business User. In such cases, we may, in our discretion, advance payment to the Creator (to honor our commitment to creators being paid promptly) and then continue to seek the funds from the Business User (the Business User would then owe that amount to Breakr or our Breakr Pay partner). Alternatively, if payment has not been secured at all and the Business User defaults, the Creator’s sole recourse may be against the Business User (since the contract for services is technically between those parties). Breakr disclaims liability for any unpaid fees due to Creator arising from a Business User’s failure to pay, but we will use our available mechanisms (including legal action or collections against the Business User, account suspensions, etc.) to address the situation. Creators should avoid commencing significant work before a campaign is officially confirmed/funded on the Platform to mitigate this risk. Business Users acknowledge that non-payment will severely harm their standing on the Platform and could lead to termination of their account and further legal consequences.

6.6 No Circumvention of Payments: All Users agree not to circumvent the Platform’s payment system. If you initially connect with another party (Business User, Creator, or Agency) through Breakr, you will not negotiate or transact a campaign outside of Breakr for the purpose of avoiding fees or obligations. For example, a Business User should not invite a Creator to be paid off-platform (via PayPal, etc.) for a campaign that was sourced on Breakr without Breakr’s consent. Similarly, a Creator should not accept direct payments to bypass Breakr’s commission. This type of circumvention can result in removal from the Platform and is viewed as a serious breach of trust. Breakr has provided the Platform to facilitate and protect transactions; avoiding the system not only deprives us of our earned fees but also removes the protections (escrow, dispute resolution, financing options) that benefit both sides. If a User you met on Breakr suggests moving off-platform for payments or future campaigns, you should refuse and report it to Breakr if appropriate. In certain cases, Breakr may approve an off-platform transaction (for example, if a long-term contract is formed and a separate enterprise agreement is negotiated through Breakr’s sales team), but absent explicit written permission from us, all campaign payments should be processed via Breakr.

7. Breakr Pay™ Financing Program

Breakr offers Breakr Pay™ as a service to help Business Users manage cash flow and ensure Creators are paid quickly. The following terms apply to any use of Breakr Pay:

7.1 Third-Party Financing Service: Breakr Pay™ is an embedded financing program provided in partnership with third-party lending partners. **Breakr is not a bank or lender; we do not ourselves extend credit to Business Users. Instead, when a Business User opts to use Breakr Pay for a campaign, a Breakr Pay lending partner may underwrite and advance funds on behalf of the Business User to cover the campaign costs. In practice, this means the lending partner will provide the money to pay the Creators (and any applicable fees) upfront, and the Business User will enter into an obligation to repay that partner over a designated period (e.g., 30, 60, or 90 days, depending on the plan). By using Breakr Pay, you understand and agree that any financing or credit is provided by a third party lender, not by Breakr, and that you may be required to enter into a separate agreement with that lender setting forth the terms of the loan or factoring arrangement (such as a promissory note or receivables purchase agreement). Breakr may facilitate the referral or electronic agreement process with the lending partner, but Breakr is not a party to that financing agreement and is not guaranteeing its performance.

7.2 How Breakr Pay Works (Overview): If Breakr Pay is available for your campaign and you choose to use it, the general flow is:

You will set up your campaign budget and offer terms to Creators as usual. At the time of confirming the campaign, instead of paying the full budget upfront, you can elect Breakr Pay financing.
The Breakr Pay lending partner will evaluate the campaign invoice or receivable (this might include a quick credit check or review of your business’s reliability). Upon approval, the lending partner agrees to fund the campaign amount (minus any financing fees or reserve, as determined by them) to Breakr or directly to the Creators once deliverables are approved.
The Creators proceed with the campaign. As soon as a Creator’s work is completed and approved (through the Platform’s workflow), Breakr (through the lending partner’s funds) will disburse the payment to the Creator’s wallet immediately, rather than waiting for you to pay on traditional net terms.
You, the Business User, will then repay the lending partner according to the agreed schedule (for example, paying 1/3 of the amount in 30 days, 60 days, 90 days if that was the chosen plan, or paying the full amount at a later date). The exact terms (including any interest or financing charge) will be clearly presented to you when you opt in.
In summary, Breakr Pay allows Creators to get paid in (approximately) 48 hours after completion, while giving Business Users a short-term extension (net 30/60/90 etc.) to actually pay for the campaign.

7.3 Fees and Costs of Breakr Pay: Using Breakr Pay may involve additional costs for the Business User. The lending partner might charge a financing fee or interest on the advanced funds. This could be a percentage of the invoice amount or a flat fee depending on term length. All such fees will be disclosed to you for acceptance before you finalize using Breakr Pay for a campaign. Do not use Breakr Pay if you do not agree to the associated financing costs. In some cases, Breakr may subsidize or cover part of the financing cost as a promotion, but unless stated, assume there is a cost for the convenience of deferred payment. Any financing fees are separate from Breakr’s service fees and go to the lending partner (though Breakr might receive a referral commission or revenue share from the lending partner for facilitating the program; however, this does not increase the cost to you beyond what is disclosed).

7.4 Business User’s Ongoing Obligation: Opting to use Breakr Pay does not relieve, waive, or transfer your obligation to pay for the campaign – it only defers and re-routes it. You, as the Business User, remain fully and solely responsible for all amounts due for the Campaign. Instead of paying the Creator directly, you now owe that amount (plus any financing charges) to the Breakr Pay lending partner under the agreed schedule. You must repay the lending partner on time and in full. The Creator’s right to payment is satisfied by the lending partner’s advance (so the Creator won’t be coming after you for payment), but the debt is now yours to the lender. In other words, you are taking on a loan or credit obligation. If you fail to pay as agreed, the lending partner can pursue you for the debt, and this will likely have consequences such as interest accrual, late fees, negative credit reporting, and legal action or collections. Breakr expects you to treat this as seriously as any other debt instrument. Using Breakr Pay is effectively akin to agreeing to “Net 60” or similar payment terms with financing—use it responsibly.

7.5 Indemnification and No Breakr Liability for Breakr Pay Debts: You agree that Breakr has no liability whatsoever in connection with any financing provided through Breakr Pay. The arrangement is between you and the lending partner. You shall indemnify, defend, and hold Breakr (and our affiliates and officers) harmless from any and all claims, losses, liabilities, and expenses (including attorneys’ fees) arising out of or related to any debts, obligations, or disputes under a Breakr Pay financing arrangement. This means, for example, if you fail to pay the lending partner and they attempt to recover from Breakr or if any third party claims Breakr facilitated an improper loan, you will protect Breakr from any cost or liability. Breakr is providing the interface for convenience but is not guaranteeing your payment nor assuming your debt. All debts and obligations stemming from invoices or receivables factored or financed through Breakr Pay are solely your responsibility to satisfy. You also agree that if a lending partner for any reason cannot or does not fund a campaign that was marked for Breakr Pay, you will still be responsible to pay the Creators by other means (the financing failure does not cancel your underlying obligation to pay for the campaign services).

7.6 No Reference to Specific Partners; Third-Party Terms: Our Breakr Pay program may involve one or more lending partners behind the scenes. We deliberately do not name them here, and we may change or add partners over time. Whoever the partner is for a given transaction, the terms of the loan or financing will be presented to you (possibly under that partner’s name) when you opt in. You agree that such partner is a third-party beneficiary of this section, and that Breakr can assign or transfer any of its rights or obligations related to Breakr Pay to the partner as needed to enforce your promises. You also consent to Breakr sharing necessary information about you and your campaign with the lending partner to process the financing (e.g., your business name, credit info, campaign invoice details). Any separate agreement you enter with the lending partner will complement these terms. If there is a conflict between this Agreement and the lending agreement strictly regarding financing matters, the lending agreement will govern for those financing-specific terms as between you and the lender, but you still owe Breakr the indemnity and obligations stated here vis-à-vis Breakr.

7.7 Default and Remedies: If you (Business User) default on a Breakr Pay obligation (meaning you do not pay the lending partner as and when due), in addition to the lender’s remedies, Breakr reserves the right to take actions on the Platform:

Your Breakr account may be suspended or terminated for non-payment.
Breakr (or the lending partner) may communicate the default to credit bureaus or industry networks, which could impact your ability to use similar services elsewhere.
Breakr may bar you from using Breakr Pay in the future or require upfront funding for any new campaigns.
If the lending partner doesn’t already pursue legal action, Breakr may (but is not obligated to) seek to recover the unpaid amounts from you to reimburse the lending partner (depending on our arrangements, Breakr might have a reimbursement obligation to the partner if you don’t pay, in which case we will treat it as a debt you owe to us).
You agree to pay any costs Breakr incurs in collecting any unpaid financing amounts from you, including reasonable attorneys’ fees and court costs.

7.8 Creator’s Perspective on Breakr Pay: For clarity, if you are a Creator, Breakr Pay is largely a behind-the-scenes process. You will simply see that your Business Client has chosen to finance the campaign (Breakr may label those campaigns or notify you), and once you complete your work and it’s approved, you will get paid promptly. The fact that the Business User is paying later via a lender does not affect the amount you receive or the timing (except that it should be faster than waiting for the brand to pay). Creators should be aware that if a Business User finances through Breakr Pay, the lending partner is effectively the source of your payment. If something were to go awry with the financing, Breakr would still endeavor to get you paid, but extreme scenarios (like the lending partner’s failure) could potentially cause delays. However, Creators are intended to be insulated from the Business User’s payment timing issues through Breakr Pay, which is a benefit to Creators. Creators have no direct obligations under Breakr Pay aside from standard campaign completion. Note: A Creator generally should not communicate with the Business User about their financing status—focus on your job; Breakr handles the financial facilitation.

7.9 No Use of Breakr Pay for Inappropriate Purposes: Breakr Pay is designed for financing genuine marketing campaigns on our Platform. Business Users shall not use Breakr Pay to obtain cash for purposes unrelated to paying creators for Breakr campaigns. Any attempt to abuse the financing (such as creating fake campaigns or colluding with a fake “creator” to draw funds) is fraud and will be prosecuted. Breakr reserves the right to refuse or cancel Breakr Pay financing for any user or campaign we suspect to be risky or illegitimate.

8. User Conduct and Acceptable Use

To maintain a trusted and safe community on Breakr, all Users must adhere to the following rules of conduct and usage guidelines:

8.1 Compliance with Laws: You agree to use the Platform only for lawful purposes and in a lawful manner. You must comply with all laws, regulations, and rules applicable to your use of the Platform and your participation in campaigns. This includes (but is not limited to) advertising laws, intellectual property laws, data privacy laws, anti-discrimination laws, and any regulations specific to your industry or profession. If you are unsure whether something is legal, it is your responsibility to consult legal counsel before proceeding. Breakr may report any suspicious or illegal activities to law enforcement as required or deemed appropriate.

8.2 Prohibited Activities: You shall not engage in any of the following activities on or in relation to the Platform:

Unauthorized Access & Security Violations: You must not attempt to interfere with or circumvent any security feature of the Platform. Do not access (or attempt to access) any account or data that is not yours, or which you do not have permission to access. This includes refraining from hacking, password “mining”, penetration testing without authorization, or using any automated means (like bots or scripts) to attempt to gain information or advantage on the Platform that is not intentionally made available through normal use.
Platform Integrity: You shall not copy, modify, distribute, sell, or lease any part of the Platform (software or content) that is not your own, nor create derivative works based on the Platform, without our prior written consent. Reverse engineering, decompiling, or otherwise attempting to derive source code or underlying trade secrets of the Platform is expressly prohibited. You may not remove or alter any copyright, trademark, or proprietary notices on the Platform.
No Spam or Abuse: You will not use the Platform to transmit any form of spam, junk mail, chain letters, pyramid schemes, phishing scams, or other unsolicited mass messages. You also will not use the Platform to harass, stalk, or abuse any person. This includes using abusive or offensive language in communications, making threats, or engaging in hate speech. Content that is racist, sexist, homophobic, transphobic, defamatory, or otherwise extremely offensive is strictly forbidden and is grounds for immediate account termination.
Malicious Code: You shall not upload or transmit any viruses, worms, malware, Trojan horses, time bombs, spyware, or any other harmful computer code, files, or programs through the Platform. Any attempt to disrupt the proper functioning of the Platform or to surreptitiously intercept or expropriate any data or personal information from the Platform is a serious violation.
Automated Scraping & Data Mining: You agree not to use any robot, scraper, spider, or other automated means to access the Platform for any purpose without our express written permission. This includes not using automated tools to collect information on users or Creators (no data mining or harvesting of email addresses, social profiles, etc., beyond what the Platform interface provides to you for a campaign). Search engines may index public portions of the site as permitted by a robots.txt policy, but any overriding of technical barriers or spamming the system with requests is prohibited.
Interference: You will not interfere with or disrupt the integrity, performance, or availability of the Platform. This includes not flooding the site with excessive network traffic, not engaging in a denial-of-service attack, and not intentionally imposing an unreasonable load on our infrastructure (e.g., by rapidly hitting APIs or uploading extremely large files beyond what is necessary).
False Identity & Misrepresentation: You must not impersonate any person or entity, or falsely state or misrepresent yourself (including your age, qualifications, affiliations, or authority) on the Platform. Business Users should accurately represent their company or brand. Agency Users should accurately represent their client relationships. Creators should not create fake personas or claim achievements that are not theirs. You should also not misrepresent your intentions (for example, brands shouldn’t pose as influencers to get inside info, and creators shouldn’t pose as brands to spy on budgets).
Off-Platform Transactions: As stated, you must not use information gained on Breakr to conduct the same transactions off-platform in a manner that circumvents this Agreement or our fees. Additionally, do not solicit or share private contact details (email, phone) with the primary intention of moving a deal off-platform. (Sharing contact info for necessary campaign communication is fine, but trying to cut Breakr out of the loop is not.)
Unauthorized Third-Party Materials: The Platform may permit linking or access to third-party websites or content. You will not use the Platform to route or store any content that violates third-party rights or that Breakr would not be permitted to host (for instance, do not use Breakr’s API to store illegal images or data on our servers).
Platform Experience: You will not attempt to replicate or replace the user experience of Breakr in any external application without permission. For example, using the API to build a product that competes with Breakr or confuses users into thinking it’s Breakr is not allowed. You will also not mask or misrepresent your app’s identity when using the API (no spoofing requests to seem like another app or user).
Data Privacy and Scraping: You will respect the privacy of other users. Any personal information you obtain about others through the Platform (like a Creator’s email or a Brand’s contact person) must be used only for Platform-related communication and not for any other purpose without the person’s consent. Do not compile and sell lists of Breakr users, or use data obtained from Breakr to contact people for unrelated purposes.
Forbidden Content: You will not share or distribute content through the Platform that is illegal, obscene, pornographic, extremely violent (beyond what might be allowed for mainstream social media advertising standards), or that promotes illegal activities. Also, you will not use the Platform to advertise or sell goods/services that are illegal in the target market. For example, campaigns promoting illicit drugs, counterfeit goods, or illegal gambling are disallowed. Campaigns involving regulated goods (like alcohol, tobacco, firearms) must comply with all age restrictions and laws and be pre-approved by Breakr if we allow them at all.

8.3 Marketing Compliance Policy: Because many users are engaged in marketing activities on Breakr, we have a detailed Marketing Compliance Policy in Section 9 below. All Users, especially Creators and Business/Agency Users involved in campaigns, must adhere to the Marketing Compliance Policy as part of these Terms of Service. The policy includes requirements for transparency (disclosures of sponsorship), accuracy, and legal compliance in marketing content. Any violation of the Marketing Compliance Policy is considered a violation of this Agreement.

8.4 Monitoring and Enforcement: Breakr reserves the right (but does not assume the obligation) to monitor any and all use of the Platform, including user content and communications, for compliance with this Agreement. We may, at our discretion, remove or edit any user content or campaign that violates these rules or is otherwise objectionable. We may also suspend or terminate any account that engages in prohibited conduct or that we believe poses risk to the Platform or other users. You acknowledge that Breakr has the right to investigate violations of this Agreement or behavior that affects the Platform, and we may refer matters to law enforcement or pursue legal action if necessary. However, we do not guarantee we will detect or prevent every inappropriate use; users are encouraged to report any misconduct or suspicious behavior to Breakr.

8.5 Reporting Violations: If you become aware of any content or activity that violates this Acceptable Use section or our Marketing Compliance Policy, please report it to us by emailing support@breakr.app or using any “Report” function on the Platform. Provide as much detail as possible (who, what, when, where). We will review the report and take actions we deem appropriate. We appreciate the community’s help in keeping Breakr safe and compliant.

8.6 Cooperation with Investigations: You agree to cooperate fully with Breakr in any investigation of suspected wrongdoing on the Platform. This may include providing us with access to parts of your account, communications you had, or information about transactions if requested and relevant. We will handle any such information in accordance with our Privacy Policy, but note that if the investigation involves potential legal violations, we may share certain data with law enforcement or other authorities.

8.7 Consequences of Violation: If you violate the above rules, in addition to termination of your account (Section 11.1) and indemnification obligations, you may also be subject to civil and criminal penalties under applicable law. You agree that Breakr will not be responsible or liable for any damage or loss resulting from your failure to comply with the Acceptable Use requirements, and you will remain responsible for any costs or damages incurred by Breakr as a result of your misconduct.

9. Marketing Compliance Policy and Content Guidelines

Breakr is committed to upholding ethical and legal standards in all marketing and promotional activities conducted through our Platform. This Marketing Compliance Policy applies to all Users (Business Users, Creators, Agency Users, and any affiliates or partners using the Platform for marketing purposes). By participating in campaigns on Breakr, you agree to abide by the following rules and guidelines:

9.1 Compliance with Laws and Regulations: All marketing activities conducted through Breakr must comply with all applicable laws, rules, and regulations. This includes, but is not limited to:

Endorsement and Testimonial Guidelines: If you are operating in the United States, you must follow the Federal Trade Commission (FTC) Guides Concerning the Use of Endorsements and Testimonials in Advertising. This means, for example, appropriate disclosures of material connections (such as using “#ad” or stating “Sponsored by [Brand]” clearly in a post). Similar laws exist in other countries (like ASA guidelines in the UK, etc.) – you must follow the relevant rules wherever your content is distributed.
Contests and Promotions: If a campaign involves a contest, sweepstakes, or giveaway, it must comply with all laws governing such promotions (e.g., providing official rules, eligibility requirements, and not being a prohibited lottery).
Other Applicable Laws: Any other local, state, national, or international laws relevant to marketing and advertising. For instance, truth-in-advertising laws, the CAN-SPAM Act (if email marketing is involved), telemarketing regulations (if phone calls or texts are involved), etc. If you are marketing in a regulated field (health claims, financial advice, etc.), ensure compliance with that sector’s regulations.

It is your responsibility to understand the laws relevant to your campaign’s content and method and to ensure compliance. Ignorance of the law is not an excuse; when in doubt, seek legal counsel.

9.2 Transparency and Disclosure: Transparency with the audience is mandatory. All Users (Business, Agency, Creators, affiliates) must ensure clear and conspicuous disclosure of any material connections in all promotional communications. In practice:

If you are a Creator or affiliate posting content about a product or service and you have been paid, given a free product, or have any financial stake or relationship with the brand, you must disclose that relationship in the post/video/stream in a way that users will notice and understand. Typically, this means using a tag or hashtag like #ad, #sponsored, or built-in disclosure tools on platforms (like the “Paid Partnership” tag on Instagram), and making sure the disclosure isn’t hidden (it should appear before the “More” cut on posts, etc.).
Simply put, be honest: The audience should not be misled into thinking a sponsored post is organic personal opinion with no compensation. Even if you truly love the product, if you’re being paid to promote it, you must say so.
If you are a Business User or Agency crafting the campaign, you should instruct Creators on the required disclosure language and ensure they implement it. Failure to ensure your influencers disclose sponsorship can result in liability for both the brand and the influencer under FTC rules.
If a post is an affiliate promotion (e.g., you earn commission on sales via your link), that too is a material connection that should be disclosed (e.g., “I may earn a commission if you buy via my link” or a simple “#affiliate” tag along with #ad).

Ultimately, when in doubt, disclose. It’s better to have an extra disclosure than to hide one that’s needed.

9.3 Restricted Marketing Activities: Breakr prohibits the use of its Platform for marketing activities that involve or promote any of the following:

False, Misleading, or Deceptive Claims or Content: Do not make promises or statements that are not true or cannot be legally substantiated. This includes outrageous claims (“lose 50 lbs in a week with this drink!”), fake testimonials, or presenting opinions as facts without clarification. All advertising claims should reflect honest opinions or experiences and, where applicable, backed by evidence.
Improper Use of Personal or Sensitive Data: You may not use any personal data in marketing that is protected by privacy laws (like health or financial information under laws such as HIPAA or the FCRA in the U.S.) unless you have lawful authorization. For example, you can’t reveal someone’s medical history in an ad without their consent, nor imply that someone has a certain status (like creditworthiness) as part of a promotion unless it’s legally compliant.
Inappropriate or Unethical Content: Breakr will not tolerate campaigns that contain hate speech, incite violence, or are in any way discriminatory (e.g., racist, sexist content) or exploitative of sensitive events (like tragedies). Also, content that a reasonable person would deem extremely offensive or in poor taste for brand association may be removed at Breakr’s discretion.
Misleading “Free” or Discount Promotions: If you advertise something as “free” or at a discount, you must clearly explain the terms (no hidden catches). For instance, “free trial” must genuinely be free other than perhaps shipping, and if it auto-bills later, that must be stated. Do not trick users with bait-and-switch tactics.
Spam and Unsolicited Communications: As noted, do not conduct spam campaigns via Breakr. This includes not asking Creators to spam their followers with repetitive or low-quality content and not using any Breakr tools to send bulk unsolicited messages (e.g., an agency shouldn’t mass-message creators off-topic requests).
Other Prohibited Content: This includes, but is not limited to, pornography, illegal drugs, gambling (unless legally licensed and with age gating, etc.), or other content categories that Breakr notifies Users are banned or restricted on our Platform. If your campaign touches on a sensitive area (like crypto, supplements, etc.), check with Breakr if any restrictions apply.

9.4 Responsibility for Marketing: Users are fully responsible for their marketing activities. Breakr provides the technology to connect and facilitate, but we do not supervise or direct the content of campaigns. Specifically:

Creators and Affiliates are 100% responsible for ensuring their promotional content (posts, videos, blogs, etc.) complies with this Policy and all laws. If you violate these guidelines, there may be consequences including removal from the campaign, account suspension, termination, and potentially legal liability to affected parties.
Business Users (Brands) are responsible for vetting the content that goes out on their behalf. While you may give creative freedom to a Creator, it’s your duty to ensure they have guidance to stay legal (since regulators can hold advertisers liable for influencer statements). If a Creator you hired violates the rules, your campaign could be paused and you might face repercussions too.
Agency Users must enforce these rules with their clients and the influencers they manage. If you’re managing a campaign, ensure all participants know the compliance requirements.

In summary, if you break the marketing rules, Breakr can and will act. This can include:

Account suspension or termination (e.g., if you repeatedly post undisclosed ads or deceptive content, we may remove you from the platform).
Legal action for damages or contract breach: If your actions cause Breakr to suffer harm (like a lawsuit or regulatory fine), we may seek compensation from you (as detailed in indemnification sections).
Notification to authorities or injured parties: In serious cases (like fraudulent or dangerous promotions), we might inform relevant authorities or take other action as deemed necessary.

Breakr is a software platform that connects brands and creators (often for a standard transaction fee of around 10% as mentioned). We do not manage your individual creative decisions or career choices. You are fully responsible for the offers you accept and the content you post on your own social media or other channels. Keep in mind that while Breakr facilitates introductions and transactions, the ultimate control and responsibility over what you do in a campaign lies with you.

9.5 Content Guidelines and Quality: All marketing materials and content circulated via Breakr campaigns should meet basic quality and ethical standards:

Honesty: Content should accurately represent the product or service and not exaggerate to the point of falsehood. It’s fine to put things in a positive light, but outright lies or doctored evidence are not allowed.
Alignment with Breakr’s Values: Breakr’s brand values emphasize authentic, culturally relevant, and respectful collaborations. Campaign content should ideally reflect these values. While we don’t censor opinions, we do expect that content won’t bring disrepute to the Breakr community. For example, content that glorifies harmful behavior or grossly violates social norms may be flagged.
Use of Breakr Name: Don’t imply Breakr’s endorsement or involvement in a campaign’s message beyond providing the connection. For instance, a Creator shouldn’t say “Breakr told me to say this” or a brand shouldn’t say “because we’re on Breakr, this product is legit.” The content is between the Creator and brand.
Third-Party IP: Be careful using third-party intellectual property (music, images, characters, etc.) in content. Ensure either it’s fair use, you have permission, or it’s legitimately licensed. Brands should supply assets they want used; creators shouldn’t randomly insert, say, copyrighted music into a sponsored post unless they have the rights (or if it’s on a platform where usage is licensed like TikTok/Instagram music libraries).
No Disparagement: Campaigns generally should not be about attacking or disparaging others (especially competitors) with false claims. Comparative advertising is legal if truthful and not misleading, but proceed with caution to avoid defamation or false advertising issues.

9.6 Indemnification for Marketing Violations: In addition to any general indemnification elsewhere in this Agreement, Creators, affiliates, and any Users engaged in marketing through Breakr agree to indemnify, defend, and hold harmless Breakr, its officers, employees, as well as Breakr’s clients and partners (including Business Users/brands who use the Platform), from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any of the following:

Your violation of this Marketing Compliance Policy. (E.g., if you ignore the disclosure rules or engage in prohibited content and it causes a legal claim or damage, you cover us and any affected brand.)
Failure to comply with applicable marketing/advertising laws or regulations. (E.g., if a government agency fines Breakr or a brand because you, the Creator, didn’t put #ad on a post, you are responsible for those fines.)
Misleading, false, or deceptive marketing practices by you. (If you, say, made false claims about a competitor and they sue, you indemnify us and any affected party for that.)
Unauthorized use of personal data or sensitive information in your marketing content. (If you revealed someone’s private info in a campaign without permission and that leads to a claim, that’s on you.)

This indemnification applies to any losses incurred by Breakr or its clients/partners, including but not limited to reputational harm, regulatory penalties, or legal judgments/settlements that result from your non-compliance. For instance, if a brand gets sued because a Creator’s sponsored post violated a rule, the Creator has to step up and handle the costs or damages of that suit for the brand and Breakr if we’re implicated. By using Breakr, you’re agreeing to shoulder the consequences of your own marketing conduct.

9.7 Monitoring and Enforcement: Breakr reserves the right to monitor campaigns and content for compliance with this policy. We may randomly review posts or require proof of disclosure from Creators. We also may implement automated checks (for example, scanning for #ad in posts if integrated). If we find or are notified of a violation, we may take action such as issuing a warning, requiring content takedown or correction, or suspending/terminating accounts as mentioned. We might also put a hold on campaign funds if there’s an ongoing compliance issue until it’s resolved.

9.8 Acknowledgment: All parties acknowledge that the marketing landscape can change (laws update, platform rules shift). We expect users to stay informed and adapt. We will try to update our guidelines accordingly, but even if we haven’t updated this text, known law still applies (for example, even if FTC updates something tomorrow and this doc isn’t updated for a month, users should try to comply with the new rules in the interim).

By maintaining an account on Breakr and participating in campaigns, you confirm that you understand this Marketing Compliance Policy and will act in accordance with it. If you have questions about what is or isn’t allowed, please reach out to Breakr support before engaging in the activity.

10. Indemnification (General)

You agree to indemnify, defend, and hold harmless Breakr (BRKR.IO, Inc.), its affiliates, officers, directors, employees, agents, and partners from and against any and all claims, demands, suits, proceedings, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and court costs) that arise out of or relate to: (i) your use of the Platform or services (including any content you submit, post, or transmit through the Platform); (ii) your breach of any provision of this Agreement or violation of any applicable law or regulation; (iii) your violation of any rights of a third party (for example, infringing someone’s intellectual property or privacy rights through content you posted or data you collected via the Platform); or (iv) for Business Users: any claim or dispute arising from your interactions with or obligations to a Creator or Agency (such as a claim that you failed to pay a Creator, or a product liability claim regarding your product that a Creator promoted); or (v) for Creators: any claim or dispute arising from your interactions with or obligations to a Business User or Agency (such as a claim that your content defamed someone, or that you failed to deliver services as promised); or (vi) for Agency Users: any claim that your actions on behalf of a client were not authorized or otherwise caused harm to the client or a third party.

This general indemnification obligation is independent of any other indemnity provided in this Agreement and shall survive termination of your account or this Agreement.

Breakr reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (in which case you agree to cooperate with us in asserting any available defenses). You will not settle any claim that implicates Breakr or imposes any obligation on Breakr (monetary or otherwise) without our prior written consent.

In plain terms, if your actions or content cause Breakr to get sued or incur costs, you will cover those costs. For example:

If you’re a Creator and you post music you didn’t have rights to, and Breakr or the Brand gets sued for copyright infringement, you indemnify us and/or the Brand.
If you’re a Brand and you provide false info that a Creator posts, and someone sues over it, you indemnify us and the Creator.
If you’re an Agency and you sign on a brand’s behalf without permission and that brand or someone else takes legal action, you indemnify Breakr for involving us in that mess.

We will notify you promptly of any such claim and cooperate (with you bearing costs) in the defense. Your indemnity covers all losses including any damages awarded, settlements reached, and legal fees/costs.

11. Termination and Dispute Resolution

11.1 Termination of Accounts or Services:

By User: You may stop using the Platform and terminate your Breakr account at any time for any reason. Business Users or Creators who do so should fulfill any ongoing contractual commitments (e.g., if a campaign is mid-way, coordinate with the other party or us to handle the wind-down appropriately). To close your account, you can use any account termination feature in your profile settings or contact Breakr support with your request. Note that even after you delete your account, certain content (like campaign posts that were published, or messages you sent) may remain on the Platform or on third-party sites (we can’t remove content already posted on social media, for instance). Also, we may retain certain information as required by law or as necessary for our legitimate business purposes (like record of transactions for accounting).
By Breakr: We reserve the right to suspend or terminate your access to the Platform (in whole or in part) or terminate this Agreement with you at our discretion, with or without cause, and with or without prior notice. Reasons we might terminate or suspend include:
- breach of this Agreement or any other policies,
- repeated complaints or poor ratings from other users,
- inactivity of an account for an extended period,
- our decision to discontinue the Platform or a portion of it,
- or any behavior we deem harmful to the community or our business.

In most cases of minor breach, we will attempt to warn you or work with you to correct the issue before terminating. However, for serious violations (like fraud, harassment, illegal conduct), we may deactivate immediately.

Effect of Termination: Upon termination of your account, you must cease all use of the Platform and any licenses granted to you end. Any pending transactions may be cancelled (if you’re a Business User with an open offer, we may notify the Creator it’s cancelled; if you’re a Creator who hasn’t delivered yet, the brand might seek someone else). If any fees were owed to Breakr up to the date of termination, you must still pay those. If any payments are owed to another party (e.g., a Creator completed work but was not paid yet), normally we will try to facilitate completion of that payment even after termination, but we cannot force a brand to pay if not contractually obliged due to termination—this might become a dispute. Sections of this Agreement that by their nature should survive termination (such as indemnities, disclaimers, limitation of liability, confidentiality, etc.) shall survive.
Data on Termination: We may delete your account data after termination, though as mentioned, we might retain some. Once an account is terminated, you may lose access to any content or data stored in your account (so if you want to keep something like messages or reports, export or save them before closing the account). Breakr is not liable to you for compensation, reimbursement, or damages in connection with any termination of services or deletion of your data, unless required by applicable law.

11.2 Dispute Resolution Between Users: Breakr encourages Business Users, Creators, and Agencies to resolve any disagreements amicably and in good faith. Our Platform provides some tools (like ratings, reviews, or support mediation) to assist:

If a dispute arises (e.g., disagreement over whether deliverables were met, or whether payment is due), the first step should be to communicate via the Platform’s messaging to understand each other’s perspective. Miscommunications can often be cleared up.
If direct communication fails, you can escalate to Breakr’s support team. We offer a mediation service for Platform disputes: we will gather information from both sides (including checking the campaign agreement, messages, evidence of delivered work, etc.) and propose a fair resolution. This could include suggesting partial refunds, extending deadlines, or in some cases, recommending termination of the campaign with no further obligations.
Breakr’s mediation or decision on a dispute is not binding on the parties (unless you explicitly agree to let Breakr’s decision be binding). It’s meant as a good-faith attempt to help. If you accept a resolution proposed by Breakr, we may ask both parties to confirm in writing that the dispute is resolved per that outcome.
Most disputes that can’t be resolved by Breakr’s internal process may need to be resolved by the parties through legal means (litigation, etc.), unless both agree to arbitration or another method. Breakr is not an arbitrator or a judge; our involvement in user-user disputes is purely to facilitate and possibly to enforce platform rules (for example, we might refund a brand or pay a creator out of our pocket as a courtesy in some situations, but that doesn’t mean we assume liability).
For clarity, Breakr is not liable for the obligations of users to each other. Section 6.5 and others highlight that if a user fails to uphold their end, the other user may need to seek remedy from that user, not from Breakr. That said, if you believe a user’s actions on the Platform violate any laws or this Agreement, you can also notify us and we may take appropriate action (including possibly providing evidence if law enforcement is involved, per privacy laws).
If you have a dispute with Breakr (rather than another user), see below.

11.3 Disputes with Breakr; Governing Law: This Agreement and any dispute or claim arising out of or relating to it or the use of the Platform shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law principles. (We choose Delaware law since we are incorporated there and it provides a consistent legal framework.)

Jurisdiction and Venue: Except where prohibited by applicable law, you agree that any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the federal or state courts located in the State of Delaware. You consent to the personal jurisdiction and venue of such courts. You waive any objection on the grounds of inconvenient forum or any similar doctrine.
Arbitration (Optional Clause): At this time, Breakr does not mandate arbitration of disputes with users. (We may consider adding a mandatory arbitration and class action waiver in the future for U.S. users to expedite dispute resolution, but if we do, we will notify users and allow opt-out if required.) As of the Effective Date, if you have any dispute with Breakr that cannot be resolved through our support team, you may pursue it in court as per above. We do encourage negotiation: consider reaching out to us at a senior level (like a written notice to our corporate address) before filing any legal action, as we might be able to resolve your concern amicably.
Improperly Filed Claims: All claims you bring against Breakr must be resolved in accordance with this Section. Claims filed or brought contrary to this Section (for example, in a different jurisdiction or as part of a class action that we have not consented to) may be considered improperly filed. Breakr may seek to recover attorneys’ fees and costs up to $5,000 from you for having to address an improperly filed claim, provided that Breakr has notified you in writing of the improperly filed claim and you have failed to promptly withdraw it.
Time Limit: To the extent permitted by law, any claim or cause of action by you against Breakr relating to this Agreement or the Platform must be filed within one (1) year after such claim or cause of action arose, or be forever barred. (This does not apply to claims by Breakr against users, which may be subject to statutory limits or other agreements.)

11.4 Class Action Waiver: You and Breakr agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Absent our written agreement, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. (Simply, you can’t sue us as part of a class action or similar joint effort without our consent.)

11.5 Equitable Relief: You acknowledge that a breach of certain sections of this Agreement (such as misuse of our Platform, violation of IP rights, or data misuse) may cause irreparable harm to Breakr for which monetary damages would not be an adequate remedy. In such cases, we may seek injunctive or equitable relief (such as a court order to stop you from continuing the breach) in addition to other remedies.

11.6 Continuation: This Dispute Resolution section survives any termination of this Agreement.

12. Miscellaneous

12.1 Entire Agreement: This Agreement (along with any additional terms expressly incorporated by reference, such as our Privacy Policy or any agreed upon guidelines or addenda) constitutes the entire agreement between you and Breakr regarding the Platform and supersedes all prior and contemporaneous understandings, agreements, representations, or warranties, both written and oral, regarding the Platform. Any additional or different terms you propose (for example, in an email or by any other means) are hereby rejected unless we expressly agree to them in a written amendment signed by an authorized representative of Breakr.

12.2 Amendments and Changes to Terms: Breakr may update or modify this Agreement from time to time. If we make material changes, we will notify users by posting the updated Agreement on our site and/or via email or an in-app notification. Your continued use of the Platform after the effective date of the revised Agreement constitutes your acceptance of the terms. If you do not agree to the new terms, you must stop using the Platform and may terminate your account. It is your responsibility to review the Terms of Service periodically for updates. We will indicate at the top of the Terms the date of the latest revision. (For significant changes, we aim to give at least 15 days’ notice when possible.)

12.3 No Waiver: Our failure to enforce any right or provision of this Agreement shall not be deemed a waiver of that right or provision. A waiver is only effective if in writing and signed by an authorized Breakr representative. If we do waive a default, that does not mean we will waive any later default by you or anyone else.

12.4 Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, that provision shall be eliminated or limited to the minimum extent such that the rest of the Agreement will continue in full force and effect. In other words, the invalid part will be cut out or reinterpreted narrowly, and the remainder stays binding.

12.5 Assignment: You may not assign or transfer this Agreement (or any of your rights or obligations hereunder) without our prior written consent. Any attempt by you to assign in violation of this provision is null and void. Breakr may assign or transfer this Agreement freely to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, or by operation of law or otherwise. This Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns.

12.6 Relationship of Parties: Nothing in this Agreement is intended to, nor shall be deemed to, create a partnership, joint venture, employer-employee, or franchiser-franchisee relationship between you and Breakr. You are an independent user of the Platform. Similarly, no joint venture, agency, or employment relationship exists between users themselves by virtue of using Breakr; any collaboration is on a contractor basis between the Business User and Creator, as described. You do not have any authority to bind Breakr in any respect (and you agree not to misrepresent yourself as having such authority).

12.7 Notices: Breakr may provide notices to you by email to the address associated with your account, by mail to any address you may have provided, or by postings within the Platform (for general notices). You are responsible for keeping your contact information up to date. Notices sent by email will be deemed received 24 hours after the email is sent, unless we get a bounce-back indicating the address is invalid. Notices posted on the Platform will be deemed received upon your next login or 24 hours after posting, whichever is sooner. If you need to give notice to Breakr, you must do so in writing via email to legal@breakr.app (with the subject line “Legal Notice”) AND via certified mail to our registered agent or business address (currently: BRKR.IO, Inc., 3424 Peachtree Road NE, Atlanta, GA 30326, or such other address as we may designate). Your notice is effective when received by us.

12.8 No Third-Party Beneficiaries: Except as explicitly provided in certain sections (e.g., Breakr Pay partner being third-party beneficiary of that section, or indemnified parties under Section 10), there are no third-party beneficiaries to this Agreement. This Agreement is for the benefit of you and Breakr (and our respective successors and assigns). It is not intended to benefit any other person or entity.

12.9 Force Majeure: Breakr will not be liable for any delay or failure to perform as required by this Agreement (including facilitating campaigns or payments) because of any cause or condition beyond our reasonable control. This includes things like: acts of God, natural disasters, war, terrorism, civil disorder, technical failures (including Internet or power outages), strikes or labor disputes, government actions, or epidemics/pandemics. We will do our best to resume performance as soon as practicable under such circumstances.

12.10 Headings; Interpretation: Section headings in this Agreement are for convenience only and have no legal or contractual effect. In this Agreement, the words “including” and “include” mean “including, but not limited to.” Any ambiguity in the Agreement shall not be construed against the drafter (we both have had opportunity to review these terms).

12.11 Contact Information: If you have any questions, concerns, or feedback about this Agreement or the Platform, please contact us at support@breakr.app or info@breakr.app. Our mailing address is BRKR.IO, Inc., 3424 Peachtree Road NE, Atlanta, GA 30326. We are here to help and we value our community’s input.

By using Breakr, you acknowledge that you have read, understood, and agree to these Terms of Service. Thank you for being part of the Breakr community and helping brands, agencies, and creators collaborate at the speed of culture!

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