Brand terms of service

1. Agreement

By creating an account, accepting these terms, accessing Mainstage, funding a campaign, submitting campaign materials, or otherwise using Mainstage for a campaign, you agree to these Brand terms and any order form, campaign terms, or other written agreement that applies to your use of Mainstage.

If you use Mainstage on behalf of an organization, you represent that you have authority to bind that organization. You and your mean both you and the organization you represent.

2. Mainstage services

Mainstage provides a platform and related services for creator campaigns. Mainstage may make available software, campaign tools, creator workflows, verification systems, reporting, payment administration, managed services, and other functionality from time to time.

Mainstage does not guarantee any campaign outcome, including any level of views, reach, engagement, conversions, sales, revenue, return on ad spend, creator participation, creator quality, approval rate, platform distribution, or business result.

Mainstage may change, suspend, discontinue, restrict, or replace any part of the services at any time. Mainstage may refuse, pause, remove, reject, terminate, or modify any campaign, workspace, submission, payout, or account at its reasonable discretion, including where Mainstage believes there may be legal risk, payment risk, fraud risk, reputational risk, platform abuse, policy violation, operational risk, or harm to Mainstage, creators, brands, third-party platforms, or the public.

3. Your responsibility for campaigns

You are solely responsible for every campaign you create, fund, approve, request, or administer through Mainstage.

• Campaign briefs, instructions, creative direction, claims, scripts, prompts, examples, and materials.
• Your products, services, offers, landing pages, claims, and advertising messages.
• Compliance with advertising, endorsement, consumer protection, privacy, intellectual property, industry, platform, and other applicable laws and rules.
• The accuracy, substantiation, legality, and non-misleading nature of all claims.
• All logos, trademarks, footage, music, images, brand assets, URLs, data, and other materials you provide.
• All permissions, consents, clearances, and licenses required for creators to follow your campaign instructions.
• Any required disclosures, disclaimers, or restrictions that should apply to creator content.

Mainstage may provide templates, examples, guidance, defaults, review workflows, or operational support. Those materials do not shift responsibility for your campaign to Mainstage and are not legal, advertising, tax, or regulatory advice.

4. Restricted campaigns

You may not use Mainstage for illegal, deceptive, infringing, unsafe, abusive, fraudulent, or otherwise harmful activity. Mainstage may prohibit or require prior approval for categories, products, claims, or campaigns that Mainstage considers sensitive or high risk, including regulated products, financial claims, health claims, gambling, alcohol, tobacco, drugs, adult content, political content, employment or earnings claims, minors, or any campaign that may create unusual legal, reputational, payment, or platform risk.

Mainstage may reject or remove a campaign even if it has previously been accepted or published.

5. Creator disputes and campaign decisions

You are responsible for reviewing creator activity and resolving creator-related issues in good faith and in compliance with applicable law and your campaign terms. You may not reject, dispute, delay, or avoid payment for creator activity solely because the campaign performed better than expected, because you changed your mind, because you dislike the cost of valid performance, or to avoid paying amounts that are otherwise payable.

Mainstage may review any dispute, submission, campaign, payout, or account activity and may make final platform decisions at its reasonable discretion. Mainstage may approve, reject, reverse, release, withhold, offset, refund, or otherwise adjust amounts or account balances where Mainstage believes it is appropriate.

Mainstage is not liable for creator conduct, creator content, creator claims, creator disputes, social platform action, third-party takedowns, or the acts or omissions of any creator.

6. Campaign funding and balances

You are responsible for all amounts you authorize, commit, deposit, fund, owe, or cause to be incurred through Mainstage.

Amounts associated with active campaigns, pending creator activity, approved creator activity, disputes, reviews, suspected violations, chargebacks, payment reversals, taxes, fees, liabilities, or other obligations are not withdrawable unless and until Mainstage determines that the relevant obligations have been resolved.

Unused funds may be eligible for return only after review by Mainstage. Mainstage may deny, delay, reduce, offset, or condition any return of funds where there are active campaigns, pending obligations, unresolved disputes, suspected violations, chargebacks, payment risk, fraud risk, compliance issues, or other liabilities.

Unless otherwise agreed in writing, approved returns of unused funds are subject to a 3% withdrawal, administration, and processing fee, plus any non-refundable payment processor fees, banking fees, network fees, taxes, currency conversion costs, or other third-party charges.

7. Set-off and recovery

Mainstage may set off, recoup, withhold, deduct, or apply any balance, credit, refund, payout, deposit, or other amount held for you or payable to you against any amount you owe Mainstage, any creator, any payment processor, or any other person arising from your use of Mainstage.

If your balance is insufficient, Mainstage may charge any payment method on file, invoice you, suspend or terminate access, refer the amount for collection, or pursue any other available remedy. You agree to pay Mainstage's reasonable costs of collection, investigation, enforcement, and recovery, including attorneys' fees, where permitted by law.

8. Failed payments and chargebacks

If any payment, deposit, funding source, charge, ACH transfer, card payment, or other transaction fails, is reversed, is disputed, is charged back, is returned, is suspected to be unauthorized, or otherwise creates payment risk, Mainstage may suspend or terminate campaigns and accounts, freeze or offset balances, withhold returns of funds, recover amounts already paid or credited, reverse creator-related credits, invoice you, and take any other action Mainstage considers appropriate.

You remain responsible for creator obligations, Mainstage fees, payment processor charges, taxes, losses, and costs arising from failed, reversed, disputed, unauthorized, or fraudulent payments connected to your account or payment methods.

9. Currency and foreign exchange

Mainstage accounts for campaigns, balances, fees, refunds, and creator payments in United States Dollars unless Mainstage expressly agrees otherwise in writing.

If you pay, fund, or receive funds through a bank, card, payment method, or account denominated in another currency, payment processors, card networks, banks, or other providers may convert currencies and charge fees. The amount you see or approve in your local currency may differ from the amount Mainstage receives, records, returns, or pays out in USD. Currency rates and fees may also differ between the original payment and any return of unused funds.

You bear all foreign exchange risk, conversion costs, network fees, bank fees, and differences between local-currency amounts and USD amounts.

10. Taxes

You are responsible for all taxes, duties, levies, withholding, reporting, filings, and similar obligations arising from your campaigns, payments, purchases, deposits, refunds, or use of Mainstage, except for taxes based on Mainstage's own net income.

Mainstage or its payment providers may collect tax information, issue tax forms, report payments, withhold amounts, or take other actions where required or permitted by law. You remain responsible for any tax obligations not expressly assumed by Mainstage in writing.

11. Rights to creator content

Creator content rights are governed by the applicable campaign terms, order form, or written agreement. You are responsible for ensuring the rights you request are appropriate for your intended use.

Unless a campaign states otherwise, creators grant you a non-exclusive, worldwide, royalty-free license to use approved creator content for purposes reasonably connected to the applicable campaign, including reviewing, reporting, reposting organically, displaying internally, and using the content in campaign-related marketing and performance analysis.

Any paid advertising rights, whitelisting rights, sublicensing rights, exclusivity, editing rights, derivative rights, likeness rights, territory, duration, channel restrictions, or ownership transfer must be expressly stated in the campaign terms or another written agreement.

You may not use creator content outside the rights granted to you. You are solely responsible for misuse of creator content or use beyond the applicable license.

12. License to Mainstage

You grant Mainstage a worldwide, non-exclusive, royalty-free, sublicensable license to host, copy, process, display, transmit, analyze, modify for formatting, distribute, and otherwise use campaign materials, brand materials, marks, submissions, performance data, screenshots, results, and related content as necessary or useful to operate, secure, improve, enforce, support, report on, and market Mainstage.

This license includes the right to use your name, logo, campaign examples, screenshots, results, and related materials in Mainstage marketing, sales, investor, customer, product, and case study materials, unless a separate written agreement expressly restricts such use.

You represent that you have all rights necessary to grant this license and that Mainstage's use of the materials as permitted by these Brand terms will not violate any law or third-party right.

13. Non-circumvention

You may not use Mainstage to identify, discover, evaluate, contact, invite, receive interest from, receive applications from, receive submissions from, communicate with, transact with, or otherwise begin or develop a relationship with any creator, editor, account owner, agency, contractor, vendor, or other participant, and then move or attempt to move that relationship, campaign, payment, opportunity, work, content request, or substantially similar arrangement outside Mainstage to avoid Mainstage fees, payment flows, rules, reporting, or protections.

This restriction applies to any relationship or opportunity arising directly or indirectly from Mainstage, including where a creator views a campaign, is invited to a campaign, applies to a campaign, joins a campaign, submits work, communicates about a campaign, appears in a review workflow, is introduced by Mainstage, is identified through Mainstage data, or is otherwise sourced, evaluated, or contacted through Mainstage.

Unless Mainstage gives prior written consent or a conversion fee is paid, you must use Mainstage as the exclusive method to request, contract for, manage, and pay for substantially similar creator campaign work with any covered creator or participant during the non-circumvention period. The non-circumvention period is 24 months from the later of the first Mainstage-related contact, invite, application, submission, campaign participation, payment, or other interaction with the covered creator or participant.

If Mainstage determines that you breached this section, Mainstage may suspend or terminate your account, invoice you, charge your payment method where permitted, retain or offset balances, recover avoided fees, recover investigation and enforcement costs, and seek injunctive relief.

In addition, you agree to pay Mainstage, as liquidated damages and not as a penalty, an amount equal to the greater of: (a) $1,000 per covered relationship; (b) 20% of all amounts paid, promised, committed, invoiced, or reasonably expected to be paid in connection with the off-platform relationship during the first 12 months; (c) 2x the Mainstage fees avoided or reasonably expected to be avoided; or (d) any conversion fee stated in an order form or written agreement.

14. Confidentiality

You may receive non-public information through Mainstage, including creator information, campaign data, pricing, reporting, product information, private communications, and Mainstage business information. You may use that information only for the purpose for which it was provided and must protect it from unauthorized use or disclosure.

15. Third-party platforms and providers

Campaigns may involve third-party platforms, payment processors, social networks, analytics providers, hosting providers, communication tools, and other services. Mainstage does not control those third parties and is not responsible for their acts, omissions, rules, availability, data, decisions, takedowns, delays, errors, or fees.

You are responsible for complying with all third-party terms and policies that apply to your campaigns.

16. Indemnification

You will defend, indemnify, and hold harmless Mainstage, its affiliates, and their respective directors, officers, employees, contractors, agents, licensors, service providers, successors, and assigns from and against all claims, demands, actions, investigations, proceedings, liabilities, damages, losses, settlements, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• Your campaigns, products, services, offers, claims, instructions, materials, or use of Mainstage.
• Your breach of these Brand terms or any applicable law, rule, platform policy, or third-party right.
• Any allegation that your campaign, claim, product, asset, material, instruction, or use of creator content is unlawful, false, misleading, infringing, defamatory, unsafe, or otherwise improper.
• Your failure to obtain or maintain required rights, permissions, clearances, consents, disclosures, substantiation, licenses, tax treatment, or regulatory approvals.
• Creator disputes, creator claims, customer claims, regulator claims, platform claims, or third-party claims connected to your campaign.
• Failed, reversed, disputed, unauthorized, fraudulent, or charged-back payments, or any payment method under your control.
• Taxes, withholding, reporting, employment classification, or similar obligations connected to your campaigns or payments.
• Off-platform circumvention, collusion, fraud, abuse, or misuse of Mainstage.

Mainstage may control the defense and settlement of any matter subject to indemnification. You may not settle any matter in a way that imposes obligations on Mainstage, admits fault by Mainstage, or limits Mainstage's rights without Mainstage's prior written consent.

17. Disclaimers

Mainstage is provided as is and as available. To the maximum extent permitted by law, Mainstage disclaims all warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, availability, accuracy, reliability, performance, and course of dealing.

Mainstage does not warrant that campaigns will be successful, creators will perform as expected, content will remain available, third-party platforms will preserve or distribute content, metrics will be complete or error-free, or the services will be uninterrupted, secure, or error-free.

18. Limitation of liability

To the maximum extent permitted by law, Mainstage will not be liable for indirect, incidental, special, consequential, exemplary, enhanced, or punitive damages, lost profits, lost revenue, lost savings, lost business, lost opportunity, lost goodwill, data loss, platform takedowns, creator conduct, third-party platform changes, payment processor action, or creator/content disputes.

Mainstage's aggregate liability arising out of or relating to these Brand terms or your use of Mainstage will not exceed the fees actually retained by Mainstage from you during the three months before the event giving rise to liability. Amounts deposited, reserved, held, passed through, payable, or paid to creators or third parties are not fees retained by Mainstage and are excluded from the liability cap.

Mainstage has no liability for amounts already paid to creators or third parties. Mainstage may choose to help investigate or resolve later-discovered fraud, disputes, or platform issues, but doing so does not create liability or any obligation to recover or reimburse amounts.

19. Suspension and termination

Mainstage may suspend or terminate your access, workspace, campaigns, balances, or account at any time where Mainstage believes doing so is appropriate. Upon termination, your payment obligations, indemnities, licenses, confidentiality obligations, non-circumvention obligations, disclaimers, liability limitations, and any other provisions that by their nature should survive will survive.

20. Changes

Mainstage may update these Brand terms from time to time. Updated terms apply when posted or otherwise made available, except where Mainstage states a later effective date or applicable law requires additional notice.

21. Governing law and disputes

These Brand terms are governed by the laws and resolved in the courts or arbitration forum stated in the applicable order form or written agreement. If no separate agreement applies, the governing law, forum, arbitration, class waiver, venue, injunctive relief, and consumer-law carveouts will be determined by Mainstage's generally applicable terms or by applicable law.