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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.

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:

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:

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:

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:

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:

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

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.

6.7 Service Credits, Platform Ownership, and Ledger Clearing

When a customer pays an invoice to the platform for managed services, including but not limited to escrow administration, campaign management, creator payments, or the single-vendor wallet, the amounts paid are immediately recognized as revenue of the platform. These funds are not held in trust, are not customer property, and are not subject to refund unless expressly agreed to in writing. The ledger balance visible to the customer represents service credits allocable toward future managed services, not actual custodial funds.

Service credits that remain unused, unallocated, or otherwise inactive for a continuous period of twelve months will be cleared from the customer ledger. If the credits remain unused through eighteen months from the date of original payment, the remaining balance will be closed out permanently. Because all amounts were recognized as platform revenue at the time of payment, no portion of the cleared or closed balances constitutes unclaimed property under the Georgia Disposition of Unclaimed Property Act or the Delaware Escheats Law, and no escheatment obligations apply.

This treatment is fully permissible under Georgia business law, Delaware corporate law, and applicable federal consumer protection standards, as the platform does not hold customer funds or act as a custodian. The ledger is an internal accounting mechanism for allocating platform services and does not represent ownership or control of funds by the customer.

7. Breakr Pay™ 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 invoice factoring program provided in partnership with third-party factoring partners. Breakr is not a bank or lender. Instead, when a Business User opts to use Breakr Pay for a campaign, a Breakr Pay factoring partner may purchase the receivable or invoice associated with that campaign. In practice, this means the factoring partner will advance payment on the receivable (the campaign invoice) to Breakr, who will then pay the Creators on your behalf once deliverables are approved. The Business User continues to be responsible for fulfilling their obligation to Breakr, in accordance with the original terms. You understand and agree that Breakr may enter into a separate agreement with the factoring partner regarding these receivables, but your agreement remains directly with Breakr under the platform’s standard commercial terms.

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 as follows:

7.3 Fees and Costs of Breakr Pay: Breakr Pay carries a service fee that reflects the term length selected by the Business User. These fees cover the operational and administrative costs of the factoring process and are applied as a percentage of the total campaign invoice:

All fees will be disclosed for your review and acceptance before confirming Breakr Pay for a campaign. These fees are separate from Breakr’s platform service fees. In some instances, Breakr may offer promotional coverage of a portion of the service fee; unless explicitly stated otherwise, assume the above rates apply.

7.4 Business User’s Ongoing Obligation: Opting to use Breakr Pay does not waive or reduce your obligation to pay for the campaign- it simply shifts the payment timeline and redirects the obligation to Breakr, which pays the creator upfront. 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 applicable fees) to Breakr under the agreed upon schedule. You must pay the full invoice amount, inclusive of Breakr Pay fees on time and in full. The Creator’s right to payment is satisfied by the financing partner’s advance (so your obligation to the Creator is fulfilled), but the obligation to pay is now yours to Breakr. If you fail to pay as agreed, Breakr can pursue remedy up to and including third-party collections or litigation.

7.5 Late fees: If you fail to pay your BreakrPay invoice by the agreed upon due date, you will incur an additional fee of 2% of the total original campaign value. If the invoice is late by 30 days or more, you agree to pay an additional late fee of 3% per 30 days that the invoice remains outstanding.

7.6 Default and Remedies: If you (Business User) default on a Breakr Pay obligation (meaning you do not remit payment to Breakr as and when due pursuant to your invoice terms), Breakr reserves the right to take actions on the Platform:

7.7 Breakr Pay for Creators: For clarity, if you are a Creator, Breakr Pay is 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. There is no other impact to you. 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: Breakr Pay removes your need to communicate with the brand to seek payment for approved work. Breakr takes on all obligations related to these payments.

7.8 No Use of Breakr Pay for Inappropriate Purposes: Breakr Pay is only to be used for 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:

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:

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:

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:

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:

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

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:

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:

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).

10. Text Message and Email Communications Consent

By creating an account, submitting your contact information, or using the platform, you expressly consent to receive communications from the platform by email, text message, and other electronic means. These communications may include transactional messages, service related notices, account updates, security alerts, marketing messages, promotional content, and information related to products or services offered by the platform.

You consent to receive text messages sent using an automatic telephone dialing system or similar technology at the mobile number you provide. Message frequency may vary. Message and data rates may apply. Consent to receive text messages is not a condition of purchasing any product or service unless expressly stated.

You may opt out of text messages at any time by replying STOP to any message. You may opt out of marketing emails at any time by using the unsubscribe link provided in the email. Transactional, account related, or legally required messages may still be sent even if you opt out of marketing communications.

By providing your email address or mobile number, you represent that you are the authorized user of that contact information and that you have the right to consent to receive communications at that address or number.

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.

11. 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:

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.

12. Termination and Dispute Resolution

12.1 Termination of Accounts or Services:

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.

12.2 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:

12.3 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.)

12.4 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.)

12.5 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.

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

13. Miscellaneous

13.1 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.

13.2 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.)

13.3 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.

13.4 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.

13.5 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.

13.6 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).

13.7 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 Info@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.

13.8 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.

13.9 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.

13.10 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).

13.11 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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