Terms of Service

1. Introduction

1.1 These Terms of Service (the "Terms") form a legally binding agreement between Social Kit, Inc., operating under the brand Creally, with a registered office at 2261 Market Street STE 74683, San Francisco, CA 94114, United States ("Creally"), and the person or legal entity accessing or using the Services ("Customer").

1.2 These Terms govern access to and use of the website located at https://www.creally.io/ and any related software, hosted applications, tools, interfaces, databases, workflows, automations, content, and services made available by Creally from time to time, including any associated subscriptions, dashboards, APIs, AI-powered features, creator relationship management tools, automated outreach tools, and related functionality (collectively, the "Services").

1.3 By accessing or using the Services, or by clicking to accept these Terms, Customer agrees to be bound by them. If Customer is accepting these Terms on behalf of a company or other legal entity, Customer represents and warrants that Customer has authority to bind that entity, in which case "Customer" refers to that entity.

2. Definitions

For purposes of these Terms:

"Authorized User" means an individual, employee, contractor, or representative of Customer authorized by Customer to access and use the Services on Customer’s behalf.

"Creator" means an influencer, content creator, or similar individual whose profile data is accessible through the Services’ search features and who can be designated by Customer as the recipient of a payout under Section 11.

"Customer Data" means any data, materials, prompts, instructions, contacts, campaign settings, audience criteria, messages, files, communications, creator relationship records, or other content submitted, uploaded, imported, synced, generated for Customer, or otherwise made available by or on behalf of Customer through the Services, excluding Usage Data and Creally IP.

"Documentation" means any user guides, technical documentation, product descriptions, or usage instructions made available by Creally for the Services.

"Found Creator" means each unique Creator profile retrieved or accessed by Customer through the Services’ search features during a calendar month.

"Order Form" means any online checkout, plan selection, order page, statement of work, purchase flow, or other ordering document referencing these Terms and setting out the commercial terms of Customer’s subscription.

"Outreach Email" means each email sent to a Creator through the Services’ outreach functionality.

"Output" means any suggestions, drafts, classifications, scores, summaries, messages, recommendations, analyses, negotiations, or other content generated by or through the Services, including by AI-powered functionality.

"Project" means a discrete advertising campaign or initiative created and managed by Customer within the Services.

"Third-Party Services" means third-party websites, creator platforms, social media platforms, advertising platforms, email delivery providers, AI providers, data providers, communications tools, CRM tools, payment processors, or other software, services, or content not operated by Creally.

"Usage Data" means technical logs, telemetry, analytics, performance data, statistical information, and other information relating to the operation, support, security, or use of the Services, in de-identified and/or aggregated form where applicable.

3. Scope

3.1 Subject to these Terms and the applicable Order Form, Creally grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services, and to permit Authorized Users to access and use the Services for Customer’s internal business purposes.

3.2 Customer may use the Services only within the scope, limits, and plan entitlements purchased by Customer, including any limitations on seats, campaigns, outreach volume, contacts, workflows, storage, features, exports, or integrations.

3.3 Customer agrees not to reproduce, resell, or modify the Services without explicit written permission from Creally.

3.4 No rights are granted except as expressly set out in these Terms. All rights not expressly granted are reserved by Creally and its licensors.

4. Eligibility

4.1 Customer must be at least 18 years old and capable of entering into a binding contract.

4.2 Customer is responsible for ensuring that its use of the Services is lawful in each jurisdiction relevant to its activities, recipients, users, campaigns, and data.

5. Accounts

5.1 Customer must provide accurate, complete, and current registration and account information and keep it updated.

5.2 Customer is responsible for: (a) all acts and omissions, including acts and omissions of its Authorized Users; (b) administering user roles and permissions; (c) maintaining the confidentiality of usernames, passwords, API credentials, and other access credentials; and (d) promptly notifying Creally of any suspected unauthorized access, credential compromise, or misuse of the Services.

5.3 Login credentials are personal to the assigned Customer or its Authorized User. Shared accounts are prohibited unless expressly supported by the relevant feature.

5.4 Creally may implement reasonable security measures, authentication requirements, usage controls, and account verification procedures.

6. Subscription and Fees

6.1 The Services may be offered on a subscription basis, usage basis, or other commercial model specified in the applicable Order Form.

6.2 Unless otherwise stated in the applicable Order Form:

(a) fees are stated in United States Dollars (USD), as displayed at checkout or otherwise agreed;

(b) fees are payable in advance;

(c) subscriptions automatically renew for successive terms equal to the initial term unless cancelled before renewal through the account settings or as otherwise specified in the Order Form; and

(d) all payment obligations are non-cancellable and all fees paid are non-refundable, except (i) where Customer terminates these Terms or an affected Order Form for Creally’s material breach that Creally fails to cure within thirty (30) days of written notice, in which case Customer is entitled to a pro rata refund of prepaid fees corresponding to the unused portion of the then-current subscription term, and (ii) as otherwise required by applicable law.

6.3 Customer authorizes Creally and its payment processors to charge the applicable payment method for all fees, renewals, overages, taxes, and other amounts due.

6.4 Creally may suspend access to all or part of the Services if any amount remains overdue. Creally may also charge interest on overdue amounts at the lesser of 1.5% per month or the maximum amount permitted by law.

6.5 Fees are exclusive of taxes, duties, levies, VAT, sales tax, use tax, withholding tax, and similar governmental charges, all of which are Customer’s responsibility.

6.6 Creally may change pricing for future subscription periods upon prior notice. Price changes will not apply retroactively to a subscription period already paid.

7. Changes to the Services

7.1 Creally may update, enhance, modify, replace, or discontinue features of the Services from time to time.

7.2 Creally does not undertake to maintain any particular feature, integration, data point, model, workflow, creator source, or functionality indefinitely.

7.3 Creally may make changes required for security, legal, technical, operational, or commercial reasons, including where necessary due to changes in Third-Party Services.

8. Acceptable Use and Restrictions

Customer shall not, and shall not permit any third party to:

(a) use the Services in violation of any applicable law, regulation, code, sanction, court order, or binding industry requirement;

(b) use the Services to send unlawful, deceptive, fraudulent, harassing, abusive, defamatory, infringing, or misleading communications;

(c) use the Services in violation of applicable laws governing privacy, data protection, direct marketing, electronic communications, consumer protection, advertising, unfair competition, intellectual property, or publicity rights;

(d) upload, submit, or process Customer Data unless Customer has all rights, permissions, notices, and lawful bases necessary for such use;

(e) use the Services for prohibited or high-risk uses, including unlawful biometric identification, unlawful profiling, unlawful surveillance, social scoring, or other prohibited practices, or for use cases subject to heightened legal restrictions unless expressly approved by Creally in writing;

(f) use the Services for decisions producing legal or similarly significant effects on individuals without appropriate human review and lawful compliance processes;

(g) reverse engineer, decompile, disassemble, decode, copy, frame, mirror, scrape, or otherwise attempt to derive source code, models, underlying ideas, structure, or algorithms of the Services;

(h) access the Services to build a competing service, benchmark a competing service, train competing models, or create a substitute database, dataset, or workflow using the Services or Output, except as expressly permitted by law and only after prior written notice to Creally where required;

(i) bypass or circumvent technical limitations, usage restrictions, authentication controls, access controls, or security mechanisms of the Services;

(j) introduce malware, bots, harmful code, excessive automated queries, or any material that may disrupt or impair the Services;

(k) sell, sublicense, rent, lease, distribute, outsource, timeshare, or otherwise make the Services available to third parties except for Authorized Users acting on Customer’s behalf;

(l) impersonate any person or entity, misrepresent affiliation, or use the Services in a manner likely to cause confusion as to source, sponsorship, or identity;

(m) use the Services to collect, enrich, or distribute creator, audience, or contact data in breach of applicable law or applicable Third-Party Services terms; or

(n) use the Services in a manner that could reasonably be expected to damage, disable, overburden, or impair the Services or interfere with other customers’ use of the Services.

9. AI Features

9.1 The Services may include AI-powered or machine learning-enabled features that generate, rank, classify, summarize, draft, recommend, score, negotiate, or otherwise process content or workflows.

9.2 Customer acknowledges and agrees that: (a) AI systems may produce inaccurate, incomplete, outdated, irrelevant, biased, or unintended Output; (b) Output may vary for similar inputs and should not be treated as guaranteed, unique, or error-free; (c) Output may reflect limitations, assumptions, probabilistic inferences, or dependencies on third-party models, data sources, or platform constraints; and (d) Customer remains solely responsible for evaluating, verifying, approving, and using any Output before relying on it, sending it, publishing it, or acting upon it.

9.3 Customer shall ensure appropriate human review and supervision over use of AI-generated Output, especially before: (a) sending communications to third parties; (b) making offers, commitments, or negotiation decisions; and (c) relying on creator assessments, audience checks, scoring, or recommendations.

9.4 Unless expressly agreed otherwise in writing, the Services are not designed, offered, or licensed as a substitute for legal advice, regulatory advice, investment advice, employment decision-making, credit decision-making, medical advice, or any other professional judgment requiring licensed or regulated expertise.

9.5 Customer shall use the AI-powered features of the Services in compliance with these Terms, applicable law, and any applicable terms, policies, use restrictions, documentation, and other requirements of the relevant third-party AI providers incorporated into, made available through, or otherwise used in connection with the Services, as such requirements may be updated from time to time.

9.6 Customer shall not use the AI-powered features of the Services for any unlawful, harmful, fraudulent, deceptive, abusive, harassing, infringing, or otherwise prohibited purpose, including to generate, facilitate, or disseminate content, communications, or instructions in violation of applicable law, third-party rights, or applicable third-party AI provider restrictions.

9.7 Customer represents and warrants that it owns or otherwise has secured all rights, licenses, permissions, consents, and other lawful grounds necessary to submit, upload, provide, transmit, or otherwise make available any prompts, content, data, materials, instructions, or other inputs used in connection with the AI-powered features of the Services (the "Input"). Customer shall be solely responsible for the legality of such Input and for ensuring that the use of such Input in connection with the Services does not violate applicable law, third-party rights, or confidentiality obligations.

9.8 Subject to Customer’s compliance with these Terms, payment of all applicable fees, and except as otherwise required by applicable law or the applicable terms of the relevant third-party AI provider, as between the parties Customer shall own the Output generated specifically for Customer through the Services. The foregoing applies only to the extent that Customer has all necessary rights in and to the relevant Input and the generation or use of such Output does not infringe, misappropriate, or otherwise violate any third-party rights.

9.9 Customer acknowledges and agrees that certain third-party AI models or providers underlying or integrated into the Services may, depending on the applicable provider, service configuration, or product setting, use Input, prompts, outputs, or related usage data for model training, improvement, validation, abuse prevention, or similar purposes. Where an opt-out from such use is available, Customer may be required to submit a separate written request to Creally or follow such other procedure as Creally may designate in order to request that such opt-out be applied, and Creally does not warrant that any such opt-out will be available in all cases or from all providers.

9.10 Where applicable law requires disclosure, labeling, notice, human oversight, review, or other compliance steps in connection with AI-generated or AI-assisted content or AI-enabled interactions with end users, Customer is solely responsible for implementing such measures in its own use of the Services, except to the extent Creally expressly undertakes a specific compliance function in writing.

9.11 Customer shall not represent any Output as having been independently verified by Creally or as being free from error, bias, or legal risk.

10. Automated Outreach and Communications

10.1 The Services may enable Customer to draft, personalize, schedule, automate, send, or manage outreach and related communications. Customer acknowledges that it is the sender, initiator, and controller of any outreach campaign, communication strategy, recipient targeting, negotiation parameters, and commercial offer configured through the Services.

10.2 Customer is solely responsible for: (a) the legality, accuracy, and appropriateness of messages sent through the Services; (b) ensuring that Customer has the right to contact each recipient; (c) compliance with all laws and rules relating to direct marketing, email communications, cookies, tracking, opt-out mechanisms, contact suppression, sender identification, disclosures, retention, and records; (d) ensuring that offers, rates, terms, and negotiation positions communicated through the Services are authorized by Customer; and (e) reviewing and managing any escalation, reply handling, or human intervention Customer considers necessary.

10.3 Creally does not guarantee delivery, inbox placement, response rates, engagement, deal completion, creator participation, campaign performance, conversion, commercial outcome, or return on investment.

10.4 Customer shall not use the Services for spam, unlawful solicitation, deceptive outreach, impersonation, or mass messaging that fails to comply with applicable laws or accepted industry standards.

10.5 Customer acknowledges that automated message generation and message sequencing are tools acting on Customer’s instructions, configuration, and selected workflows. Creally is not a party to, and assumes no liability for, any communication, negotiation, offer, agreement, or transaction between Customer and any creator, partner, or other third party.

11. Creator Payouts

11.1 Creator Payouts is an optional feature of the Services. It is disabled by default and activated only at Customer’s request. Activation requires Customer to create or connect an account with Creally’s third-party payment provider (currently Talentir GmbH) (the “Payment Provider”) and to accept the Payment Provider’s own customer terms and privacy notice. That agreement is between Customer and the Payment Provider, and Creally is not a party to it. Creally may change the Payment Provider on reasonable notice.

11.2 Creally provides the interface through which Customer creates, manages and releases payout instructions. Creally does not receive, hold, control or dispose of any funds of Customer or of any Creator at any time, does not open, operate or hold any account, balance or wallet, and does not act as a payment institution, payment service provider, payment agent, money transmitter, merchant of record, escrow agent or trustee. All movement of funds occurs exclusively between Customer, the Creator and the Payment Provider. All payment execution, account onboarding, identity verification (KYC/KYB), sanctions screening, anti-money-laundering and other regulatory obligations arising in connection with the payout flow are performed by the Payment Provider under its own terms and its own regulatory permissions.

11.3 By activating the feature, connecting an account with the Payment Provider and creating a payout, Customer authorizes Creally to transmit to the Payment Provider, as instructed by Customer through the Services, the data required to create, amend or release a payout, and to receive from the Payment Provider account and payout information for display in the Services. Creally transmits Customer’s instruction as submitted. Creally does not verify the identity of the Creator, the correctness of the amount, the payment reference, or the Creator’s entitlement to payment, and is not responsible for an instruction submitted by Customer.

11.4 A payout is funded from Customer's account with the Payment Provider, which Customer tops up directly. When Customer creates a payout, the corresponding amount is assigned against that account by the Payment Provider. Release requires Customer to confirm the payout on the Payment Provider's own pages, to which Customer is directed from the Services, and requires the Creator to claim it and complete the Payment Provider's verification. The Payment Provider holds funds at all times; the Services transmit Customer's instruction and display the resulting status. Creally gives no undertaking as to the timing of any payout. Payout timing and any related remedies are governed exclusively by the Payment Provider's terms.

11.5 The engagement between Customer and a Creator, including its scope, price, deliverables, taxes, social contributions and any worker-classification consequences, is solely between Customer and the Creator. Creally is not a party to it, is not the Creator’s employer, client or agent, and assumes no obligation or liability in respect of it or of the payout itself.

11.6 The Payment Provider charges a fee on the payout volume processed through Customer’s account with it (the “Provider Fee”). The Provider Fee is set by the Payment Provider under its own terms; the rate current at the date of the Order Form may be stated there for information only. It is charged and collected by the Payment Provider, not by Creally, and is separate from and additional to the fees payable to Creally for the Services. Creally may receive from the Payment Provider a share of the Provider Fee in respect of payout volume processed through accounts connected via the Services.

11.7 Once released, a payout is final and non-refundable through the Services. Creally does not process refunds, reversals, chargebacks or payment disputes, and cannot recall a released payout. Any claim relating to a payout, including a failed, delayed, duplicate, erroneous or misdirected payout, a reversal or a chargeback, must be raised with the Payment Provider under its terms, which set out the applicable remedies. Where Customer raises such an issue with Creally, Creally may refer it to the Payment Provider and share the status with Customer, but assumes no liability for the outcome. Fees payable to Creally for the Services are unaffected by any payout dispute and are payable in full, without set-off, deduction or counterclaim in respect of any such claim.

11.8 The payment reference is a short description of the work. It is transmitted to the Payment Provider and may be visible to the Creator, so it should not include personal or sensitive information about any individual.

11.9 Creally is not liable for any act or omission of the Payment Provider, for the availability or performance of its services, for its decisions on onboarding, verification, suspension, rejection or reversal of any account or payout, or for any loss of funds held with it.

11.10 If the feature or Customer’s connection to the Payment Provider is suspended or terminated, or if these Terms end, Customer’s account with the Payment Provider and any funds held in it remain governed by the Payment Provider’s terms and are not affected by the loss of access to the Services.

11.11 Without limiting Section 12.3, Creally may discontinue the Creator Payouts feature, including where its agreement with the Payment Provider ends. The feature is not covered by any service-level commitment, and its suspension or discontinuation does not entitle Customer to a refund or reduction of the fees payable for the Services.

11.12 Customer confirms that each payout it creates relates to a genuine engagement with the Creator, that Customer is entitled to make the payment, and that Customer will not use the feature for any unlawful purpose, including circumvention of sanctions or tax obligations. Customer remains solely responsible for any withholding, reporting or invoicing obligations arising in respect of a payout.

11.13 Creally does not assess whether a deliverable meets the requirements agreed between Customer and the Creator, and will not release, withhold or reverse a payout on its own initiative. Where an amount earmarked for a payout is not released, its treatment is governed by the Payment Provider’s terms.

11.14 Personal data shared with the Payment Provider is described in Creally’s Privacy Policy. By creating a payout, Customer confirms that it has a lawful basis for providing the Creator's data to Creally for that purpose. Creally makes the disclosure to the Payment Provider as an independent controller. The Payment Provider processes that data as an independent controller under its own privacy notice.

12. Third-Party Platforms and Integrations

12.1 The Services may interoperate with, retrieve data from, depend upon, or otherwise relate to Third-Party Services. Creally does not control and is not responsible for any Third-Party Services, including their availability, data quality, policies, actions, omissions, APIs, platform rules, security, legality, or changes.

12.2 Customer is responsible for complying with all terms, restrictions, and policies applicable to the Third-Party Services it connects to or relies on in connection with the Services.

12.3 Creally may suspend, limit, modify, or remove access to any integration, source, sync, or third-party-dependent functionality where necessary due to legal requirements, technical constraints, third-party restrictions, or risk management considerations.

12.4 Creator information, audience information, platform metrics, public content analysis, language analysis, theme classification, performance indicators, and similar data surfaced through the Services may be estimated, inferred, incomplete, unavailable, delayed, or changed without notice. Creally does not warrant their accuracy or completeness.

13. Data Processing

13.1 As between the parties, Customer retains all right, title, and interest in and to Customer Data.

13.2 Customer grants Creally a non-exclusive, worldwide, limited right to host, store, reproduce, transmit, process, modify, display, and otherwise use Customer Data only as necessary to provide, support, secure, maintain, and improve the Services, to prevent abuse, to comply with law, and as otherwise permitted by these Terms, the applicable Order Form, the Privacy Policy, and any applicable Data Processing Addendum.

13.3 Customer represents and warrants that it has all rights, notices, permissions, and lawful bases necessary for Creally to process Customer Data in accordance with these Terms.

13.4 Customer shall not submit to the Services: (a) personal data that Customer is not legally entitled to process and disclose to Creally; (b) unlawful, infringing, or confidential third-party material except where Customer is authorized to provide it for the permitted use of the Services; or (c) any sensitive, special-category, health, biometric, child, or similarly regulated data unless strictly necessary, lawful, and compatible with the Services and any additional requirements specified by Creally.

13.5 Creally’s handling of personal data for its own business purposes is governed by Creally’s Privacy Policy, as updated from time to time.

13.6 To the extent Creally processes personal data on behalf of Customer as a service provider, the Data Processing Addendum, which is an integral part of these Terms, shall govern such processing. In the event of conflict between these Terms and the Data Processing Addendum with respect to personal data processing on Customer’s behalf, the Data Processing Addendum shall prevail to that extent.

13.7 Creally may collect and use Usage Data to operate, secure, monitor, analyze, support, and improve the Services, including to develop analytics, product insights, and service performance metrics, provided that Usage Data will not identify Customer as the source except as permitted by law or agreed by Customer.

14. Confidentiality

14.1 Each party receiving Confidential Information from the other party shall: (a) use it only as necessary to perform or exercise rights under these Terms; (b) protect it using at least reasonable care; and (c) not disclose it to any third party except to its employees, contractors, advisers, and affiliates with a need to know and who are bound by confidentiality obligations at least as protective as those set out herein.

14.2 "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including business plans, pricing, product roadmaps, customer information, technical information, data, models, workflows, security information, and Customer Data.

14.3 Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes public through no breach of these Terms; (b) was already lawfully known to the receiving party without confidentiality obligations; (c) is lawfully received from a third party without confidentiality obligations; or (d) is independently developed without use of the disclosing party’s Confidential Information.

14.4 A receiving party may disclose Confidential Information where required by law, court order, or regulatory request, provided it gives prior notice where legally permitted and reasonably cooperates to seek confidential treatment.

14.5 Confidentiality obligations survive termination or expiration of these Terms for five (5) years, except with respect to trade secrets and Customer Data, which remain protected for as long as they qualify as trade secrets or Confidential Information under applicable law.

15. Intellectual Property Rights

15.1 Creally and its licensors own and retain all right, title, and interest in and to the Services, the Documentation, the underlying software, models, interfaces, workflows, designs, databases, trademarks, logos, know-how, and all related intellectual property rights (collectively, "Creally IP").

15.2 Except for the limited access rights expressly granted under these Terms, no ownership rights are transferred to Customer.

15.3 Subject to Customer’s compliance with these Terms and payment of applicable fees, Customer may use Output generated specifically for Customer for its purposes. Customer acknowledges, however, that similar or identical output may be generated for other customers or users and that, to the maximum extent permitted by law, Output may not be exclusive to Customer.

15.4 Customer grants Creally a worldwide, royalty-free, perpetual, irrevocable right to use and incorporate into the Services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by or on behalf of Customer, without restriction or obligation.

16. Suspension Rights

16.1 Creally may suspend or restrict Customer’s access to the Services, in whole or in part, immediately and without liability, if Creally reasonably believes that: (a) Customer breached these Terms; (b) Customer’s use poses a security risk to the Services or to any third party; (c) Customer’s use may expose Creally to legal, regulatory, or reputational risk; (d) Customer is using the Services in a fraudulent, abusive, or unlawful manner; (e) fees are overdue; or (f) suspension is required to comply with law, a regulator, or a third-party provider.

16.2 Where reasonably practicable, Creally will provide notice of suspension and an opportunity to remedy, but Creally is not required to do so in urgent, repeat, or high-risk cases.

17. Term and Termination

17.1 These Terms start on the earlier of the date Customer first accepts them or first accesses the Services and continue until terminated in accordance with these Terms.

17.2 Each subscription will continue for the applicable subscription term and any renewal term unless terminated in accordance with the relevant Order Form or these Terms.

17.3 Either party may terminate these Terms or an affected Order Form if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after written notice, except that Creally may terminate immediately for non-payment, repeated abuse, unlawful use, infringement, or material security risk.

17.4 Creally may terminate free accounts, trial access, or inactive accounts at any time.

17.5 Upon termination or expiration: (a) Customer’s rights to access and use the Services shall cease; (b) Customer shall stop using the Services; (c) each party shall return or delete the other party’s Confidential Information, subject to legal retention rights and ordinary archival backups; and (d) accrued rights, payment obligations, and provisions intended by their nature to survive shall survive.

17.6 Unless otherwise expressly stated in the applicable Order Form, Creally has no obligation to retain Customer Data after termination and may delete it in accordance with its retention practices.

18. Warranties Disclaimer

18.1 Except as expressly stated in these Terms, the Services, Output, Documentation, data, integrations, and all related content are provided "as is" and "as available."

18.2 To the maximum extent permitted by law, Creally disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, compatibility, uninterrupted use, security, or results.

18.3 Creally does not warrant that: (a) the Services will be uninterrupted, error-free, or completely secure; (b) the Services or Output will be accurate, complete, current, lawful, unique, reliable, or fit for Customer’s intended use; (c) any creator data, audience data, platform data, public content analysis, classification, scoring, or recommendations will be correct or complete; or (d) use of the Services will achieve any specific outreach, negotiation, marketing, or commercial result.

19. Limitation of Liability

19.1 To the maximum extent permitted by law, Creally and its affiliates, officers, directors, employees, contractors, licensors, and suppliers shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, business opportunity, anticipated savings, or business interruption, arising out of or relating to these Terms or the Services, even if advised of the possibility of such damages.

19.2 To the maximum extent permitted by law, Creally’s aggregate liability arising out of or relating to these Terms and the Services shall not exceed the total fees actually paid by Customer to Creally for the Services giving rise to the claim during the three (3) months preceding the event giving rise to liability.

19.3 The exclusions and limitations in this Section apply regardless of the form of action, whether in contract, tort, strict liability, statute, or otherwise.

19.4 Nothing in these Terms excludes or limits liability to the extent such liability cannot be excluded or limited under applicable law.

19.5 Nothing in these Terms limits either party’s liability for: (a) fraud or fraudulent misrepresentation; (b) gross negligence or willful misconduct; (c) death or personal injury caused by negligence; or (d) any liability that cannot be limited under applicable law.

20. Customer Indemnity

20.1 Customer shall defend, indemnify, and hold harmless Creally and its affiliates, officers, directors, employees, contractors, and licensors from and against any third-party claims, actions, proceedings, damages, liabilities, fines, penalties, settlements, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer Data; (b) Customer’s or its Authorized Users’ use of the Services; (c) Customer’s communications, campaigns, offers, negotiations, or relationships with creators or other third parties; (d) Customer’s breach of these Terms; (e) Customer’s violation of applicable law; (f) allegations that Customer Data, Customer’s messages, or Customer’s use of the Services infringes, misappropriates, or violates a third party’s rights, or (g) any payout instruction created, released or disputed by Customer through the Services, or Customer's relationship with the Payment Provider..

21. Publicity

Unless Customer opts out in writing, Creally may identify Customer by name and logo as a customer of Creally on its website, in customer lists, and in routine promotional materials. Creally shall use Customer’s trademarks solely for that limited purpose and in accordance with any reasonable brand guidelines provided by Customer. If Customer opts out, Creally will remove Customer’s name and logo from its marketing materials within fifteen (15) business days of receiving written notice.

22. Changes to These Terms

22.1 Creally may modify these Terms from time to time.

22.2 If Creally makes a material change, it will provide notice by posting the updated Terms on the Site, through the Services, by email, or by another reasonable method.

22.3 The updated Terms will become effective on the date stated in the notice. If Customer continues to use the Services after the effective date, Customer is deemed to have accepted the updated Terms.

22.4 If Customer does not agree to the updated Terms, Customer must stop using the Services and, where applicable, cancel the subscription before the next renewal.

23. Export Controls and Sanctions

Customer shall not access or use the Services in violation of applicable export control, trade, or sanctions laws. Customer represents and warrants that neither Customer nor any Authorized User is located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions applicable to the Services, nor identified on any applicable restricted party list.

24. Governing Law and Dispute Resolution

24.1 These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles.

25. Miscellaneous

25.1 Entire Agreement. These Terms, together with any applicable Order Form, Data Processing Addendum, and any other documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements on that subject matter.

25.2 Order of Precedence. In the event of conflict, the following order applies: (a) the applicable Order Form; (b) the Data Processing Addendum, solely with respect to personal data processing on Customer’s behalf; and (c) these Terms. The Payment Provider's own terms govern the relationship between Customer and the Payment Provider and are not subject to this order of precedence.

25.3 Assignment. Customer may not assign or transfer these Terms, in whole or in part, without Creally’s prior written consent. Creally may assign these Terms without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets relating to the Services.

25.4 Independent Contractors. The parties are independent contractors. These Terms do create any partnership, franchise, joint venture, fiduciary, employment, or agency relationship between the parties.

25.5 No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights.

25.6 Force Majeure. Neither party shall be liable for any delay, failure, or interruption in performing its obligations under these Terms, other than payment obligations, to the extent caused by events or circumstances beyond its reasonable control and not resulting from its fault, negligence, or willful misconduct, including acts of God, natural disasters, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, labor disputes, interruption or failure of utilities, telecommunications, internet, hosting, cloud infrastructure or other critical infrastructure, cyberattacks, malicious third-party acts, governmental or regulatory actions, sanctions, or failures, restrictions, suspensions, or material changes imposed by third-party service providers, platforms, data sources, model providers, or integration partners on which the Services materially depend; provided that the affected party uses commercially reasonable efforts to mitigate the effects of the event, resume performance as soon as reasonably practicable, and keep the other party reasonably informed of the expected impact and duration, and further provided that if such event continues for more than thirty (30) consecutive days and materially prevents performance of a substantial part of the Services, either party may terminate the affected Services or applicable Order Form upon written notice, without liability for such termination, except that Customer shall remain liable for all fees accrued prior to the effective date of termination.

25.7 Severability. If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and effect.

25.8 Waiver. Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

25.9 Notices. Creally may provide notices under these Terms by email, through the Services, or by posting on the Site. Customer shall send legal notices to [email protected] or to such other address as Creally may designate in writing. For general support inquiries, Customer may contact [email protected].

25.10 Electronic Communications. Customer agrees that these Terms, notices, disclosures, and other communications may be provided electronically.

26. Contact

In case of any questions about these Terms, please contact:

Social Kit, Inc., 2261 Market Street STE 74683, San Francisco, CA 94114, United States. Email: [email protected]