Terms of Service

Capitalized terms have the meanings set forth below. Words in the singular include the plural and vice versa, and references to "including" mean "including without limitation." Headings are for convenience only.

• "Affiliate" means any entity directly or indirectly controlling, controlled by, or under common control with a Party, where "control" denotes ownership of at least fifty percent (50%) of voting interests or the power to direct management.
• "Applicable Law" means all statutes, rules, regulations, court orders, decrees, administrative guidance, self-regulatory codes, and governmental requirements that apply to the Parties, the Platform, or any Program, including advertising, consumer protection, privacy, anti-corruption, tax, export, and sanctions laws.
• "Brand" or "Brand Partner" means any advertiser, manufacturer, distributor, agency, or their representative that uses the Platform or Services to source, negotiate, or administer Programs.
• "Campaign Brief" means the written, digital, or platform-delivered specification describing Program objectives, messaging, deliverables, timelines, compensation, disclosures, and approval requirements issued by Company or a Brand Partner.
• "Confidential Information" means all non-public, proprietary, or sensitive information disclosed in connection with the Terms, the Platform, or a Program, including business plans, pricing, technical documentation, data sets, creative concepts, and personal data. Confidential Information excludes information that becomes public through no fault of the receiving Party, is independently developed without reference to the disclosing Party's data, is already known without restriction, or is rightfully obtained from a third party without breach of confidentiality.
• "Content" means any text, graphics, images, video, audio, live streams, scripts, metrics, reports, feedback, testimonials, or other materials submitted, posted, shared, or transmitted through the Platform or in connection with a Program.
• "Creator" means any influencer, streamer, podcaster, athlete, esports competitor, production studio, or other talent who enrolls to discover, negotiate, or deliver Programs.
• "Dispute" means any claim, controversy, or disagreement arising out of or relating to the Terms, the Platform, the Services, or any Program relationship.
• "Effective Date" means the earliest of the date Participant accepts the Terms electronically, signs a related agreement, or first accesses the Platform or Services.
• "Fulfillment Partner" means any logistics provider, warehouse, distributor, fabricator, printer, event producer, or other vendor engaged to handle physical or digital fulfillment duties in connection with a Program.
• "Intellectual Property Rights" means all worldwide rights under patent, copyright, trademark, trade secret, moral, database, design, publicity, and other proprietary laws, together with all applications, registrations, renewals, and extensions thereof.
• "Participant" means any Creator, Brand, Fulfillment Partner, agency, consultant, contractor, or other user that accesses or uses the Platform or Services, whether as an individual or on behalf of an organization.
• "Party" means either Company or Participant, and "Parties" means both collectively.
• "Platform" means Company's proprietary websites (including orno.io), portals, APIs, dashboards, messaging tools, analytics, support resources, and any related technology provided to enable Programs.
• "Program" means any sponsorship, endorsement, affiliate marketing, sampling, event activation, co-branded campaign, or other promotional engagement facilitated or administered by Company.
• "Services" means the Platform and all related facilitation, strategy, analytics, payment coordination, logistics support, customer success, and professional services offered by Company.
• "Submission" means any application, proposal, response, deliverable, performance report, or fulfillment confirmation provided by Participant through the Platform or Services.
• "Taxes" means all present and future taxes, levies, duties, withholdings, assessments, or similar charges imposed by governmental authorities, excluding taxes based on Company's net income.
• "Third-Party Platform" means any service operated by an entity other than Company, such as Twitch, YouTube, TikTok, Instagram, X (formerly Twitter), Facebook, Discord, Shopify, or payment processors, that integrates with or is used in connection with a Program.
• "User Data" means any personal data, performance data, communications metadata, or other information collected, generated, or processed by Company about Participants in connection with the Platform or Services.

Any term not defined in this Section shall have the meaning assigned elsewhere in the Terms. References to laws include amendments and successor enactments. Monetary references are in United States Dollars unless expressly stated otherwise.

By creating an account, clicking to accept, signing a Campaign Brief, connecting a social profile, or otherwise accessing the Platform or Services, Participant agrees to be bound by these Terms, the Privacy Policy, the Order Fulfillment Policy, and any Program-specific conditions incorporated by reference. If Participant does not agree, Participant must not access or use the Platform. Where Participant acts on behalf of an organization, Participant represents that Participant has full authority to bind that organization and that all references to "Participant" apply to both the organization and its authorized users.

Company may condition access on additional acknowledgments, identity verification, or compliance certifications. Continued use of the Platform after Company posts an updated version of the Terms constitutes acceptance of the updated Terms. If Participant disagrees with an update, Participant must cease use and request account closure. No terms proposed by Participant supplement or modify these Terms unless expressly agreed in writing by an authorized Company officer.

Participant acknowledges that Company operates as an intermediary facilitating introductions and workflows between Participants. Company does not guarantee any particular Program, compensation, or outcome. Participant agrees that Company may communicate with Participant electronically regarding account administration, compliance updates, or Program activity and that such communications are part of the Services.

Company offers a technology-enabled environment for sourcing, negotiating, executing, and reporting on sponsorships, brand partnerships, and promotional campaigns. Core functionality includes searchable Program listings, Creator and Brand profiles, matching tools, in-platform messaging, project management boards, performance analytics, invoicing workflow support, and fulfillment coordination modules. Company may also provide optional consulting, creative direction, compliance training, or live event coordination where agreed in writing.

Company is not a seller, manufacturer, importer, or guarantor of goods distributed through Programs. Title and risk of loss for any promotional items remain with the Brand or Fulfillment Partner responsible for production and shipment. Company may facilitate introductions to Fulfillment Partners, track delivery status, or maintain digital inventory records, but Company does not warrant the quality, safety, labeling, or legality of any product. Any warranties accompanying products arise solely from the supplying Brand or Fulfillment Partner.

Company may provide integrations with Third-Party Platforms to retrieve analytics, automate disclosures, process payments, or deploy content. Participant's use of Third-Party Platforms is subject to their separate terms and privacy policies, and Company is not liable for downtime, security incidents, or policy changes affecting those platforms. Company may update, enhance, or discontinue Services features at any time. Where practicable, Company will provide notice of material changes that materially reduce functionality. Beta features or trial access may be offered conditionally and may be withdrawn without liability.

Services may involve the processing of User Data. Company's collection and use of User Data is described in the Privacy Policy. Participant agrees to comply with all data protection requirements applicable to Participant's use of the Platform, including obtaining consents from individuals whose data Participant submits and honoring opt-out requests promptly.

The Platform is intended for business use by individuals who are at least eighteen (18) years of age, or the age of majority in their jurisdiction, and who have the legal capacity to contract. Organizations must designate authorized users responsible for compliance with these Terms. Company may require submission of government-issued identification, tax forms, proof of agency authority, beneficial ownership details, or other documentation prior to granting or continuing access.

Participant is responsible for maintaining accurate registration details, including legal name, business entity information, contact details, payment preferences, and tax identification numbers. Participant shall update such information promptly upon change. Participant is responsible for protecting account credentials and for all actions taken through Participant's account, whether or not authorized. Company may require multifactor authentication or other security controls and may suspend accounts with suspicious activity.

Programs may impose additional eligibility criteria such as geographic limitations, content category restrictions, minimum audience thresholds, platform compliance requirements, or background screening obligations. Participant must review each Campaign Brief carefully to confirm eligibility before applying or accepting. Company may rely on Participant's self-attestations but may revoke participation if eligibility is later found lacking. Participant shall promptly notify Company if Participant becomes ineligible or unable to satisfy Program requirements.

Participant shall ensure that all tax documentation remains current. Company may withhold payments or delay Program activation until necessary documentation is received. Participant is solely responsible for reporting and paying all Taxes arising from amounts received. Company may issue tax reporting forms or disclosures as required by law and may offset erroneous payments or undisputed amounts owed to Company.

Programs are subject to the Terms, Campaign Briefs, and any additional contracts executed between Participant, Company, or a Brand. Campaign Briefs may define deliverable formats, messaging priorities, stylistic guardrails, approval workflows, deadlines, compensation schedules, reporting obligations, exclusivity windows, and usage rights. Participant must review each Campaign Brief prior to acceptance and seek clarification of ambiguous instructions. If a Campaign Brief conflicts with these Terms, the Campaign Brief governs solely for the relevant Program to the extent expressly approved by Company.

Creators shall produce authentic Content reflective of personal experience, truthful claims, and transparent sponsorship disclosures. Required disclosures may include hashtags such as "#ad," "#sponsored," "Paid Partnership," or platform-specific paid promotion tags. Live broadcasts must include verbal disclosures at the beginning and at regular intervals. Creators must ensure that statements regarding product efficacy, health benefits, or performance attributes are substantiated and compliant with Applicable Law and platform guidelines.

Brands shall provide accurate product information, safety warnings, compliance instructions, and approved talking points. Brands remain responsible for ensuring that any incentives, sweepstakes, or giveaways comply with jurisdictional requirements, including registrations, bonding, and consumer notice obligations. Brands shall not request deceptive, discriminatory, or unlawful messaging. Fulfillment Partners shall execute logistics functions professionally, adhering to packaging standards, customs requirements, carrier rules, and data protection obligations. Fulfillment Partners remain responsible for subcontractors they engage.

Compensation may include fixed fees, performance-based payments, product value, royalty structures, or other incentives as specified in the Campaign Brief. Payment release may be conditioned upon timely delivery, approval of deliverables, receipt of reporting data, or confirmation of fulfillment. Unless otherwise stated, Programs are non-exclusive and may be paused or cancelled for business, legal, or reputational reasons. If a Program is cancelled for reasons unrelated to Participant's breach, Company will use commercially reasonable efforts to ensure Participant is compensated for approved deliverables completed prior to cancellation, subject to funds received from the Brand.

Participant shall maintain complete and accurate records of deliverables, approvals, communications, invoices, fulfillment documentation, and performance metrics for at least three (3) years after Program completion, or longer if required by law. Upon reasonable notice, Participant shall provide access to such records to Company or the relevant Brand for audit, compliance verification, or regulatory inquiries. Failure to maintain or provide records may result in withholding of payments, suspension, or termination.

Participant agrees to conduct business on the Platform in a professional, respectful, and lawful manner. Participant shall not harass, defame, threaten, or discriminate against other Participants or Company personnel. Participant shall not transmit malware, malicious code, or unauthorized scripts, nor shall Participant attempt to gain unauthorized access to systems, compromise security features, or interfere with Platform operations. Reverse engineering, decompiling, or disassembling the Platform is prohibited except where permitted by non-waivable law.

Participant shall not manipulate analytics, purchase fraudulent followers, generate artificial traffic, or otherwise distort performance metrics. Automated scraping, data harvesting, or bulk downloading of Platform data is prohibited without Company's written consent. Participant shall not use the Platform to send unsolicited marketing communications, conduct illegal contests, or facilitate unlawful activities. Participant shall comply with all usage rules issued by Company and any platform-specific guidelines available in help documentation.

Participant must ensure that all statements made in Content are accurate and substantiated. Claims involving health, finance, or regulated products must adhere to applicable disclosures and include mandated disclaimers. Age-restricted promotions must include gating mechanisms and must not target prohibited audiences. Participant shall implement geofencing, audience segmentation, or other technical safeguards when required by law or a Campaign Brief.

Participant shall respond promptly to Company communications, approval requests, compliance notices, and dispute inquiries. Participant shall not circumvent Company's role by engaging in side agreements intended to avoid Platform fees or reporting obligations. If a Brand engages Participant off-platform as a result of introductions or insights derived from the Services, Participant shall comply with any continuation or referral fee arrangements specified by Company.

Participant shall implement appropriate administrative, technical, and physical safeguards to protect User Data accessed through the Platform. If Participant becomes aware of any unauthorized access, breach, or misuse of User Data, Participant shall notify Company without undue delay and cooperate in mitigation efforts. Participant acknowledges that unauthorized disclosure of User Data or Confidential Information may cause irreparable harm.

Company and its licensors retain all rights, title, and interest in and to the Platform, the Services, and Company Content, including all associated Intellectual Property Rights. Company Content includes software code, architecture, interfaces, documentation, branding, trademarks, service marks, graphics, and analytics derived from aggregated or anonymized data. No title to Company Content transfers to Participant, and no rights are granted except as expressly stated in these Terms.

Company grants Participant a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform for internal business purposes related to evaluating and participating in Programs. Participant shall not copy, modify, distribute, publicly display, resell, or create derivative works from the Platform. Participant shall not remove proprietary notices or security features. Company may monitor usage to protect Intellectual Property Rights and ensure compliance.

Participant retains ownership of Participant's pre-existing materials and of Content created for Programs, subject to the license grants set forth in the applicable Campaign Brief. Unless otherwise specified, Participant grants Company and the relevant Brand a non-exclusive, worldwide, royalty-free, sublicensable license to use, reproduce, adapt, distribute, publicly perform, display, and create derivative works from Program Content for campaign execution, performance measurement, marketing case studies, portfolio showcases, and archival purposes for three (3) years following acceptance of the final deliverable. Company may continue to store Content in backup systems beyond the license term for legal compliance.

Participant represents and warrants that Participant has obtained all necessary rights, licenses, consents, and permissions for Content submitted, including rights from collaborators, photographers, musicians, performers, and any individuals featured. Participant shall pay all royalties, guild fees, residuals, and other amounts owed to third parties arising from Content usage. Company may remove or disable access to Content suspected of infringing third-party rights and may terminate repeat infringers.

Each Party agrees to maintain the confidentiality of the other Party's Confidential Information and to use such information solely for purposes of performing obligations or exercising rights under the Terms or an applicable Program. The receiving Party shall protect Confidential Information using the same degree of care it uses for its own information of like importance, but no less than reasonable care. Confidential Information may be disclosed to employees, contractors, advisors, or Affiliates who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein.

If the receiving Party is required by law, regulation, or court order to disclose Confidential Information, it shall (to the extent permitted) provide prompt written notice to the disclosing Party, cooperate with efforts to obtain protective orders, and disclose only the portion legally required. Participant shall treat Campaign Briefs, pricing, compensation terms, platform security information, and User Data as Confidential Information. Upon request or termination, the receiving Party shall return or destroy Confidential Information, except for archival copies maintained for legal compliance, which remain subject to confidentiality obligations.

The obligations in this Section survive for five (5) years following termination, and with respect to trade secrets, for so long as the information remains a trade secret. Unauthorized disclosure or use of Confidential Information may cause irreparable harm, and the disclosing Party may seek injunctive relief without posting bond in addition to any other available remedies.

THE PLATFORM AND SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT. COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL OPERATE WITHOUT INTERRUPTION, MEET PARTICIPANT'S REQUIREMENTS, ACHIEVE ANY PARTICULAR RESULT, OR BE FREE FROM SECURITY VULNERABILITIES.

PARTICIPANT ACKNOWLEDGES THAT COMPANY DOES NOT CONTROL THE ACTIONS OR CONTENT OF OTHER PARTICIPANTS OR THIRD-PARTY PLATFORMS. COMPANY MAKES NO WARRANTY REGARDING THE QUALITY, SAFETY, OR LEGALITY OF BRAND PRODUCTS, THE PERFORMANCE OF FULFILLMENT PARTNERS, OR THE ACCURACY OF PROGRAM METRICS. PARTICIPANT'S USE OF THE PLATFORM AND PARTICIPATION IN PROGRAMS IS AT PARTICIPANT'S OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; TO THE EXTENT REQUIRED BY LAW, SUCH WARRANTIES ARE LIMITED TO THE SHORTEST PERIOD PERMITTED.

TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY, ITS AFFILIATES, SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, ARISING OUT OF OR RELATING TO THE TERMS, THE PLATFORM, THE SERVICES, OR ANY PROGRAM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE TERMS, THE PLATFORM, THE SERVICES, OR ANY PROGRAM SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY COMPANY TO PARTICIPANT FOR THE PROGRAM GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS PRECEDING THE EVENT, OR (B) ONE HUNDRED U.S. DOLLARS (US $100). MULTIPLE CLAIMS OR THE EXISTENCE OF MORE THAN ONE PROGRAM SHALL NOT INCREASE THIS LIMIT. NOTHING IN THESE TERMS LIMITS LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

Participant shall defend, indemnify, and hold harmless Company, its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any claims, demands, investigations, actions, damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Participant's breach of the Terms, a Campaign Brief, or any incorporated policy; (b) Content submitted by Participant, including allegations of infringement, misappropriation, defamation, or violation of privacy or publicity rights; (c) Participant's violation of Applicable Law; (d) Participant's negligence, fraud, or willful misconduct; (e) disputes between Participant and any other Participant, collaborator, or third party; or (f) Taxes or assessments owed by Participant.

Company will promptly notify Participant of any claim subject to indemnification, provided that failure to do so will not relieve Participant of obligations except to the extent Participant is materially prejudiced. Participant may control the defense and settlement of the claim with counsel reasonably acceptable to Company, but Participant may not settle any claim without Company's prior written consent if the settlement imposes obligations on Company or admits liability on Company's behalf. Company may participate in the defense with its own counsel at its own expense. If Participant fails to assume the defense, Company may do so at Participant's expense.

Participant's indemnification obligations survive termination of the Terms. Company reserves the right to seek equitable relief in conjunction with indemnification if necessary to prevent irreparable harm.

Either Party may terminate these Terms for convenience upon thirty (30) days' written notice. Company may suspend or terminate Participant's access to the Platform or Services immediately if Company reasonably determines that: (a) Participant has breached the Terms, a Campaign Brief, or applicable policies; (b) Participant has engaged in fraud, abuse, or illegal conduct; (c) Participant poses a security, reputational, or regulatory risk; (d) Company is required to do so by law or governmental authority; or (e) continued access is impracticable due to technical or operational issues. Company may suspend specific features or Programs pending investigation.

Upon termination, Participant shall cease using the Platform, return or destroy Confidential Information, comply with instructions regarding unfinished Programs, and settle outstanding obligations, including delivery of approved Content, reimbursement of expenses, and payment of fees. Sections that by their nature should survive termination, including confidentiality, intellectual property, limitation of liability, indemnification, and dispute resolution provisions, shall remain in effect. Company may retain User Data for legitimate business, legal, or compliance purposes in accordance with the Privacy Policy.

Termination does not relieve either Party of liability for breaches occurring prior to termination. In case of suspension, Participant shall cooperate with Company to resolve the underlying issue. Company is not liable for damages arising from suspension or termination carried out in accordance with the Terms.

These Terms and any Dispute shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to conflict of law principles that would result in the application of laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The Parties shall first attempt to resolve any Dispute through good faith negotiations. Either Party may initiate negotiations by providing written notice describing the Dispute in reasonable detail. Senior representatives with authority to settle the Dispute shall meet (virtually or in person) within fifteen (15) days of notice and endeavor to resolve the Dispute within thirty (30) days thereafter. If the Parties are unable to resolve the Dispute during this period, the Dispute shall be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and if applicable, its Supplementary Procedures for Consumer-Related Disputes.

Arbitration shall take place in Orange County, Florida, before a single arbitrator with experience in commercial and technology transactions. The arbitration shall be conducted in English. The arbitrator shall have the authority to award any remedy permitted by Applicable Law, subject to the limitations in these Terms, but shall have no authority to award punitive or exemplary damages except where required by statute. The arbitrator shall issue a reasoned written decision, and judgment on the award may be entered in any court of competent jurisdiction.

Each Party shall bear its own attorneys' fees and costs, except that the prevailing Party may recover fees and costs to the extent permitted by Applicable Law or the arbitrator's equitable authority. The Parties agree that arbitration proceedings, filings, and awards are confidential and shall not be disclosed except as necessary to enforce or challenge the award or as required by law. Either Party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect Intellectual Property Rights or Confidential Information pending arbitration.

To the extent judicial intervention is required, the Parties consent to the exclusive jurisdiction of the state courts located in Orange County, Florida, and the federal courts serving Orange County, Florida, for any action to enforce or confirm an arbitration award or to seek provisional remedies. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND AGREES THAT DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION OF PROCEEDINGS INVOLVING OTHER PARTIES ARE NOT PERMITTED WITHOUT THE CONSENT OF ALL PARTIES.

Company may modify these Terms by posting an updated version on the Platform and updating the effective date. Material changes may also be communicated through email, dashboard notifications, or other reasonable means. Unless otherwise stated, modifications become effective upon posting. Participant's continued use of the Platform or participation in Programs after modifications take effect constitutes acceptance. Participant who does not agree must discontinue use immediately.

No waiver of any provision of the Terms is effective unless in writing and signed by an authorized representative of the waiving Party. Failure or delay to exercise any right or remedy does not constitute a waiver. A waiver on one occasion does not constitute a waiver on any other occasion. The rights and remedies under the Terms are cumulative and do not exclude any rights or remedies provided by law.

If any provision of the Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely reflects the original intent. The invalidity of a provision in one jurisdiction shall not affect the validity of such provision in any other jurisdiction.

The Terms, together with any Campaign Briefs, insertion orders, statements of work, data processing agreements, non-disclosure agreements, and policies incorporated by reference, constitute the entire agreement between the Parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, proposals, and communications, whether oral or written. In the event of a conflict between the Terms and a separately executed written agreement, the executed agreement controls to the extent of the conflict.

All notices, requests, and questions regarding the Terms or the Services shall be directed to Company using the contact information below. Notices sent by email are deemed received when transmitted, provided no bounce-back is received. Notices sent by certified mail or nationally recognized courier are deemed received upon documented delivery.