Welcome to Vyro, the ultimate platform connecting creators and brands. Your use of the Vyro website, services, platform, communication tools, and apps, including each of their features (collectively, the “Platform”) owned or controlled by Beast GCP, LLC (“Vyro”), and your participation in Client Campaigns (defined below) are subject to these Creator Terms and Conditions (“Terms”). Please read these Terms carefully before using the Platform and participating in any Client Campaigns. You may be referred to herein as “you” or “Creator” and Vyro may be referred to herein as “Vyro” or “we”. “Creator” specifically means you acting as an individual who (a) participates in the Creator side of the Platform and in Client Campaigns to earn Payouts by sharing or reposting Client Content, creating clips of long-form Client Content, or creating and posting original Creator Content; and (b) is subject to these Terms.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE PLATFORM AND/OR PARTICIPATING IN THE CLIENT CAMPAIGNS.TO THE FULLEST EXTENT PERMITTED UNDER LAW, BY OPENING, USING OR DOWNLOADING OUR PLATFORM, CREATING AN ACCOUNT ON THE PLATFORM, PARTICIPATING IN A CLIENT CAMPAIGN OR OTHERWISE CLICKING “[SUBMIT/AGREE],” YOU AGREE TO AND ARE BOUND BY THESE TERMS, WHICH INCLUDE MANDATORY ARBITRATION OF DISPUTES BETWEEN US, INSTEAD OF CLASS ACTIONS OR JURY TRIALS AND OUR PRIVACY POLICY.
IF YOU DO NOT MEET THE ELIGIBILITY REQUIREMENTS OR DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE PLATFORM. ANY USE OF THE PLATFORM IN VIOLATION OF THESE TERMS IS UNAUTHORIZED. BY CONTINUING TO ACCESS OR USE THE PLATFORM, YOU ACKNOWLEDGE AND ACCEPT THESE TERMS AS A BINDING CONTRACT BETWEEN YOU AND VYRO.
We reserve the right to modify, suspend, or terminate the Platform at any time with or without prior notice to you.
UPDATES: From time to time, and at any time, Vyro may update the Platform and all or any portion of these Terms. Your use of the Platform after Vyro posts any changes to these Terms constitutes your agreement to those changes from the date of such changes. We encourage you to review these Terms regularly to stay informed of any updates and you agree to review these Terms periodically to ensure that you are familiar with the most recent version.
Platform Details. The Platform is an online marketplace that enables brands and advertisers (“Client(s)”) to find, connect with, and engage top creators like you, and for Creators to connect with Clients through Vyro, and get paid for creating content. The Platform serves Clients and Creators through a unified website. Upon accessing the Platform, users select whether they are participating as a Client or as a Creator. To facilitate these activities, Vyro provides a range of tools and features, which may include: (a) for Clients, tools to search, filter, and identify Creators, as well as manage campaigns and purchase content; and (b) for Creators, tools to create an Account, apply for Client Campaigns, submit content for Vyro’s review, and manage the delivery of content. While some features are available to all Creators, access to certain premium features and advanced functionality may require the payment of additional fees and acceptance of additional terms. You acknowledge that Vyro’s role is to provide the Platform to facilitate connections between Creators and Clients. Vyro acts as an intermediary between Creators and Clients, managing Client Campaigns, reviewing content, and facilitating payments.
Eligibility. To be eligible to use the Platform and participate in Client Campaigns, you must: (a) be a legal resident in the territories and jurisdictions in which we have made the Platform available, (b) be 18 years of age or older, and of the age of majority in your state or jurisdiction of residence, and (c) complete the account registration process, including registering at least one (1) social media account on the eligible social media platforms. Eligible social media platforms are determined and disclosed to you by Vyro in its sole discretion via the Platform. If you are a legal resident in an ineligible jurisdiction or under 18 years of age, or do not complete the account registration process, you may not use the Platform. The Platform is not directed to, or intended for use by, children. Children should not use the Platform or submit any information to Vyro.
We reserve the right to accept or reject your use of the Platform for any reason in our sole discretion, including without limitation (i) if we determine that your participation would result in an actual or potential conflict of interest, (ii) if you are not in compliance with these Terms or the terms of any agreement with a third party, or (iii) if you are not eligible to participate, including, but not limited to, if you engage in any action to artificially, fraudulently or deceptively complete the registration process. If Vyro has previously prohibited you from accessing or using the Platform, you are not permitted to access or use the Platform.
By agreeing to these Terms, you represent and warrant to us that: (i) you are at least 18 years old; (ii) you have not been previously removed or banned from using the Platform; and (iii) your registration and use of the Platform comply with all applicable laws and regulations.
Account Creation & Platform Overview.
Account. To access and use the Platform, including, but not limited to, submitting Creator Content, re-sharing/re-posting Client Content, participating in Client Campaigns, or receiving Payouts from Clients, eligible Creators must complete Vyro’s verification and sign-up process, which includes, but is not limited to: (i) verifying ownership of any social account(s) you want to post Creator Content from or re-share Client Content via OAuth or other authentication methods required by Vyro, (ii) linking your social accounts with Vyro via OAuth or other required authentication protocols and agreeing to allow the applicable social platforms to share information, data, and other metrics as determined by each platform with Vyro, and provide Vyro with access to your profile, media, and insights (as further set forth herein), and (iii) onboarding with our third-party payment service providers in order to receive Payouts from Client Campaigns. You agree that connecting your social media accounts via OAuth (or such other authentication method as Vyro may require) is a mandatory condition of participation in the Platform and any Client Campaigns. Once you create an Account on the Platform using the process outlined above (“Account”) you will be verified and officially become a Creator subject to these Terms. You must provide us with current, complete, and accurate information when creating your Account and completing the registration process. Limit one (1) Account per person/email address.
You may not provide an email address, username, name, or social account already in use for another active Account. You may not create Accounts with multiple email addresses or identities or use any other device or artifice to create multiple Accounts or participate using multiple identities. Any Creator who attempts to create multiple Accounts under multiple identities or uses any device or artifice to participate multiple times may be terminated from the Platform and lose all Payouts associated with the Account, in Vyro’s sole and absolute discretion.
It is your responsibility to maintain the currency, completeness, and accuracy of your Account data, and any loss caused by your failure to do so is your responsibility. During the registration process, you will be asked to provide login credentials. It is entirely your responsibility to maintain the confidentiality of your login credentials and Account. Additionally, you are entirely responsible for any and all activities that occur under your Account. You agree to notify Vyro immediately of any unauthorized use of your Account. You further agree not to email, post, or otherwise disseminate any user ID, login credential or security code, or other information which provides you access to the Platform. Vyro is not liable or responsible for any loss that you may incur as a result of someone else using your login credentials or Account, either with or without your knowledge, and is not responsible for any delay in shutting down your Account after you have reported a breach of security to us.
Certain components of the Platform may require additional registration or otherwise ask you to provide information to participate in certain features or access certain content. If you elect not to provide such information, you may not be able to access certain content or participate in certain features of the Platform, or any features at all.
If you suspect your account has been compromised, you must notify us immediately at team@vyro.com.
Payment Provider Registration Process. To be eligible to receive Payouts, you must register with and be approved by our payment processor/provider. We disclaim all liability in connection with any rejection or disapproval by our payment processor. Vyro has no control over, and is not responsible for, the outcome of these third-party reviews. You acknowledge and agree that you are providing the requested information and data to our third-party payment processor and not to Vyro directly.
In the event our payment processor or Vyro requests additional documentation from you in connection with your Account or with your payment processor registration, the failure to provide such information may result in delayed Payouts, suspended Account access, or Account termination. You acknowledge and agree that Vyro is not a bank, money transmitter, or financial services provider. All financial services are handled by our payment processor, and you are bound by their terms and conditions by virtue of accepting Payouts hereunder and acknowledge that Vyro is not responsible for any actions or inactions of the third-party payment processor.
Platform Overview. Creators may participate in Client Campaigns (defined below) on the Platform to potentially earn Payouts. The Platform is accessible through a unified website where users may select to access either the Client side or the Creator side of the Platform as set forth above. Creators connect their social media accounts to the Platform via the sign-up process, give Vyro access to their social accounts, and can start to re-share/re-post Client Content and submit Creator Content for Vyro’s review thereafter. Creators may be notified of Client Campaigns via the Platform or emails to you from Vyro, or other methods as determined by Vyro in its sole discretion, provided Vyro shall not be liable for any failure of a Creator to be made aware of any Client Campaign.
Client Campaigns. Clients may make certain Client campaigns available on the Platform from time to time (“Client Campaigns”). Client Campaigns may be open-entry (available to all eligible Creators) or invite-only (available only to Creators selected by Vyro and/or Client), as determined by Vyro and Client in their sole discretion. Some Creators may not be eligible to view or participate in certain Client Campaigns. Vyro and Client will determine which Creators are eligible to view and participate in each Client Campaign in Vyro’s and Client’s sole discretion. If you are eligible to participate in a Client Campaign, you acknowledge and agree that Vyro manages the relationship between you and the Client and you will not enter into any separate agreement directly with the Client regarding a Client Campaign. NOTWITHSTANDING THE FOREGOING, WE ARE A PLATFORM, WE ARE CONNECTING YOU TO CLIENTS BUT ARE NOT RESPONSIBLE IN ANY WAY FOR YOUR OR THE CLIENT’S PERFORMANCE OR ACTIONS.
By accepting these Terms, you agree to be bound by these Terms and the specific requirements of each Client Campaign as communicated to you via the Platform. The Client Campaign details will specify the campaign requirements, content guidelines, compensation structure, posting guidelines, disclosure requirements, eligible platforms, and other important details. Submission of Creator Content does not guarantee selection, approval, or any Payout; Vyro reserves the right to review or reject any Creator Content in its sole discretion, including based on compliance with the Client Campaign details (the “Campaign Brief”) and these Terms. Even if you create and submit content in response to a Client Campaign, there is no guarantee that your content will be selected or that you will receive any Payout.
The Platform supports two types of Client Campaigns (provided Vyro may elect in its sole discretion to support other types of Client Campaigns):
“Clipping Campaigns” in which Creators share, repost, or create clips of Client Content (e.g., short-form clips of long-form Client videos); and
“UGC Campaigns” in which Creators create and submit original user-generated content in response to a Campaign Brief.
Both Clipping Campaigns and UGC Campaigns are types of “Client Campaigns” as used throughout these Terms, and Creators may be provided the opportunity to participate in either or both types, subject to campaign-specific eligibility requirements and these Terms. Your acceptance of these Terms at the Platform level constitutes your agreement to be bound by these Terms for all Client Campaigns in which you participate; no separate acceptance is required per campaign.
Creator Content. In response to a Client Campaign, Creators who are eligible to participate may elect to submit Creator Content for Vyro’s review or re-share Client Content (depending on the terms of the applicable Client Campaign).
All Creator Content is subject to Vyro’s review in accordance with the stated campaign requirements, including, but not limited to, compliance with the Campaign Brief, Content Requirements, and these Terms. Vyro reserves the right to approve or reject any Creator Content submitted as part of a Client Campaign in its sole discretion. The submission process for each Client Campaign will be specified in the applicable Campaign Brief or via the Platform; unless otherwise specified, the default submission flow requires you to first post your Creator Content natively on the applicable social media platform, then submit to Vyro (a) the live post link and (b) the source file of your Creator Content. Vyro’s review (the “Content Review”) runs on the live post and may cover (in Vyro’s discretion) matters including brand safety, compliance with the FTC Guides and applicable disclosure requirements, and will always cover whether the content matches the applicable Campaign Brief. For clarity, the Content Review is not a condition to posting, and Creators are not required to await Vyro’s approval before posting Creator Content submitted in connection with a Client Campaign. Notwithstanding the foregoing, all Creator Content, whether or not previously reviewed, remains subject to the Content Review at any time, and Vyro reserves the right, in its sole discretion, to reject Creator Content or require its removal or modification if it does not pass the Content Review. Vyro shall determine, in its sole discretion, whether Creator Content posted matches the content that was submitted for review (the “Post-Match Check”). No Payouts will be earned or payable unless and until both the Content Review and the Post-Match Check have been successfully completed. A confirmed mismatch or Content Review failure may result in withheld or clawed-back Payouts, removal from the Client Campaign, a strike against future eligibility, or any combination thereof, as determined by Vyro in its sole discretion. You will be sent an approval notice or rejection notice via email or other methods decided by Vyro. Approval of Creator Content does not constitute an endorsement by Vyro of the content, does not constitute legal review or substantiation of any claims made therein, and does not constitute approval of the messaging, accuracy, or substance of the content. Vyro’s review is limited to compliance with the Campaign Brief, Content Requirements, and these Terms. Vyro shall not be liable or responsible for any Creator Content, even if such content has been reviewed and approved by Vyro. Creator Content that violates these Terms or the Content Requirements may result in clawback of previously distributed Payouts or the cancellation of any to be paid Payouts. Clawed-back funds may be returned to the applicable Views Pool (as defined in Section 8(h)) or otherwise to the Client Campaign budget at Vyro’s discretion.
Vyro does not endorse or take responsibility for the Creator Content posted by Creators, even if such content has been reviewed by Vyro. NOTWITHSTANDING VYRO’S ELECTION TO REVIEW CREATOR CONTENT, YOU ARE SOLELY RESPONSIBLE FOR ALL CREATOR CONTENT YOU CREATE, SUBMIT, OR POST, INCLUDING WITHOUT LIMITATION COMPLIANCE WITH THE FTC GUIDES AND ALL APPLICABLE ADVERTISING DISCLOSURE REQUIREMENTS, THE ACCURACY, TRUTHFULNESS, AND SUBSTANTIATION OF ALL CLAIMS MADE IN CREATOR CONTENT, ENSURING THAT CREATOR CONTENT DOES NOT INFRINGE, MISAPPROPRIATE, OR VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS (INCLUDING COPYRIGHTS, TRADEMARKS, PATENTS, AND TRADE SECRETS), PUBLICITY RIGHTS, PRIVACY RIGHTS, OR ANY OTHER RIGHTS OF ANY THIRD PARTY, AND COMPLIANCE WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS. VYRO’S REVIEW OR APPROVAL OF CREATOR CONTENT SHALL NOT RELIEVE YOU OF ANY OF THE FOREGOING RESPONSIBILITIES OR CREATE ANY LIABILITY ON THE PART OF VYRO FOR CREATOR CONTENT.
Vyro Content.
Content on the Platform that is provided by Vyro or its licensors, including certain graphics, photographs, images, screen shots, text, digitally downloadable files, trademarks, logos, product and program names, slogans, articles, data, code, videos and the compilation of the foregoing (“Vyro Content”) is the property of Vyro and its licensors, and is protected in the United States and internationally under trademark, copyright, and other intellectual property laws.
You agree not to download, display, reproduce, or use any Vyro Content for use in any publications, in public performances, on websites other than the Platform, for any commercial purpose, in connection with products or services that are not those of Vyro, in any manner that is likely to cause confusion, that disparages or discredits Vyro or its licensors, that dilutes the strength of Vyro’s or its licensors’ property, or that otherwise infringes Vyro’s or its licensors’ intellectual property rights. You further agree not to misuse any Vyro Content or third-party content that appears on the Platform.
Vyro makes no representation that the Platform is appropriate or available for use in particular locations. You agree not to download, display, or use the Platform for use in any publications, in public performances, on websites for any commercial purpose, in connection with products or services that are not those of Vyro or its Clients, in any manner that is likely to cause confusion among consumers, that disparages or discredits Vyro, Clients, or their licensors, that dilutes the strength of Vyro’s, Clients’, or their licensors’ property, or that otherwise infringes Vyro’s, Clients’, or their licensors’ intellectual property rights. You further agree not to misuse the Platform, Vyro Content, or Client Content in any way.
Creator Content & Intellectual Property.
Subject to Client’s ownership in and rights to the Client Content, and with the understanding that any new versions, derivatives of, or other changes as it relates to the Client Content created by or for Creators (“New Client Content”), shall be and will remain the exclusive property of Client and the same shall automatically be and remain a part of the Client Content. All New Client Content constitutes “works made for hire” as such term is defined in the United States Copyright Act of 1976. In the event any New Client Content does not constitute a work made for hire, you hereby irrevocably assign to Client all right, title and interest worldwide in and to such New Client Content. New Client Content shall be deemed to be Creator Content for purposes of these Terms, except as it relates to the ownership thereof, which is governed by this Section 5(a) and the usage thereof, which is governed by these Terms and other instructions relating to use of Client Content found in the applicable Client Campaign details.
By creating, submitting, providing, displaying, publishing, or otherwise posting any Creator Content in connection with the Platform or a Client Campaign, whether or not such Creator Content is selected for a Client Campaign, you hereby grant to Vyro an irrevocable, non-exclusive, sub-licensable, worldwide, fully-paid, royalty free, and perpetual right and license to use your Creator Content (including, without limitation, to modify, publicly perform, publicly display, reproduce, and distribute such Creator Content) in any and all media now known or hereinafter developed for any purpose, without the requirement to make payment to you or to any third party or the need to seek any third party permission. This license includes the right to host, index, cache, distribute, and tag any Creator Content, as well as the right to sublicense Creator Content to third parties for use on other media or platforms known or hereinafter developed, such as for use on mobile phones, or in video, music, or software programs, as well as generative AI tools and other artificial intelligence tools, including, but not limited to, for purposes of training. For the avoidance of doubt, this license applies to all Creator Content you submit, regardless of whether such content is selected for a Client Campaign. Notwithstanding the foregoing, Clients shall not receive any rights in or to Creator Content under this Section 5(b), except that Vyro may permit Clients to view, review, rank, and receive reporting on Creator Content as necessary to operate the applicable Client Campaign. Any rights of a Client to use Creator Content beyond the foregoing shall be as set forth in Section 5(e).
In addition to the foregoing rights, you hereby grant Vyro (and our Client(s), as applicable) the right to download, copy, store, and analyze any Creator Content you submit to the Platform, including through the use of artificial intelligence, machine learning, large language models, and other automated tools, for purposes of brand safety review, compliance monitoring, content moderation, fraud detection, quality assurance, and enforcement of these Terms and applicable laws. This right includes, but is not limited to, the analysis of Creator Content to detect potential violations of applicable advertising laws, the FTC Guides, Campaign Briefs, Content Requirements, and these Terms.
By participating, you also agree to perpetually and irrevocably license to Vyro the right to use your name, voice, signature, likeness, photograph(s), endorsement, biography/background information, messages and statements, and other indicia of your identity and persona (“Likeness”) in connection with publication, distribution, general and publicity purposes, and any further use in connection with Vyro’s promotion of the Platform and the Client Campaigns in all media now known or hereafter devised without territorial limitation. A Client may use your Likeness solely as it appears in Selected Content, and solely in connection with the Client’s use of such Selected Content during the Selected Content License Term as set forth in Section 5(e). This license applies regardless of whether your Likeness appears in Creator Content submitted in connection with a Clipping Campaign or a UGC Campaign.
If your Creator Content is designated as Selected Content (as defined in Section 8(c)), the following license shall automatically attach upon selection without further action or consent on your part: you hereby grant to Vyro a perpetual, exclusive, worldwide, royalty-free license to use, publicly perform, publicly display, reproduce, and distribute the Selected Content (including the source file thereof) in any and all media, whether now known or hereafter devised, with the right to sublicense such rights to the applicable Client for a period of eighteen (18) months commencing on the date the Client selects such Creator Content (the “Selected Content License Term”). If a Client boosts or promotes any of your Creator Content through Whitelisting (as defined in Section 8(a)) that has not previously been designated as Selected Content, such Creator Content shall automatically be deemed Selected Content as of the date of such boost or promotion, and such date shall be deemed the date of selection for purposes of these Terms. Such license includes the right to make format edits to the Selected Content, including cropping, trimming for length, resizing for placement, adding captions, and adding the Client’s own end-card or logo, and the right to make any and all other edits, modifications, and adaptations of, and to create derivative works based on, the Selected Content, all of which rights Vyro may sublicense to the applicable Client in whole or in part. Notwithstanding the exclusivity of the foregoing license, you may continue to maintain your original post of the Selected Content on your own social media account(s), as required by Section 8(j). The Selection Payout shall constitute full and final payment for the license granted hereunder, including during the Selected Content License Term. Vyro may, at its sole election, extend the Selected Content License Term for one or more additional six (6)-month periods, and for each such extension you will be eligible to receive an extension fee in an amount set by Vyro and communicated to you. This license applies to all forms of Creator Content, whether submitted in connection with a Clipping Campaign or a UGC Campaign; provided that, with respect to New Client Content, such license applies only to your Creator Content contributions therein, and nothing in this Section 5(e) limits the Client’s ownership of the underlying Client Content under Section 5(a). This Section 5(e) shall only apply to Selected Content, and shall not limit the rights and licenses granted by you to Vyro herein, including in Sections 5(b) and 5(d).
At all times, you must comply with these Terms and Vyro’s community guidelines, as may be updated from time to time and made available on the Platform (the “Community Guidelines”). You further warrant that any such content does comply with those standards and you will be liable to us and indemnify Vyro for any loss or damages we may suffer as a result of your breach of warranty. You further acknowledge that Vyro has no obligation to prescreen, monitor, review, or edit any content posted by you and other users on the Platform. You further agree and represent that you own any content that you publish or transmit and that you have received all necessary permissions, clearances from, or are authorized by the owner of any part of the content to submit it to the Platform. By posting content to or through the Platform, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such content. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your content. Vyro has a right to disclose your identity to any third party who is claiming that any content posted by you to our Platform constitutes a violation of their intellectual property rights or of their right to privacy. Vyro does not endorse, verify, evaluate or guarantee any Creator Content or any other information provided by you and nothing shall be considered as an endorsement, verification or guarantee of any Creator Content. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which contain or suggest an endorsement by Vyro without the prior review and written approval of Vyro.
YOU REPRESENT AND WARRANT THAT YOU OWN THE CREATOR CONTENT DISPLAYED, PUBLISHED, POSTED, OR OTHERWISE USED IN CONNECTION WITH THE PLATFORM OR CLIENT CAMPAIGN BY YOU ON THE PLATFORM AND IN ANY OTHER MEDIA, AND OTHERWISE HAVE THE RIGHT TO GRANT THE RIGHTS AND LICENSES SET FORTH HEREIN, AND THE DISPLAYING, PUBLISHING OR POSTING OF ANY CONTENT, AND VYRO’S USE THEREOF OR OF YOUR LIKENESS DOES NOT AND WILL NOT VIOLATE THE PRIVACY RIGHTS, PUBLICITY RIGHTS, COPYRIGHTS, TRADEMARK RIGHTS, PATENTS, CONTRACT RIGHTS OR ANY OTHER INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF ANY PERSON OR ENTITY.
Use of the Platform and Posting and Linking Policies.
The following requirements apply to your use of the Platform, including any posting of Creator Content: (i) you will not use any electronic communication feature of the Platform for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, hateful or in violation of these Terms or any other rules (e.g., promotional rules) Vyro may provide you from time to time; (ii) you will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights at your sole cost and expense; (iii) you will not collect or store personal information about other Creators or any other third party; (iv) you will not use the Platform for any commercial purpose not expressly approved by Vyro herein or in writing; (v) you will not upload, post, email, or otherwise transmit any advertising or promotional materials or any other form of solicitation or unauthorized communication; (vi) you will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment, including but not limited to interference with the services or servers or networks connected to the Internet; (vii) you will not engage in data mining, scraping, AI/LLM-training or other unauthorized data collection; (viii) you will not damage, impair, or disadvantage the content, metrics, or account of any other Creator on Vyro or any other third party (including, but not limited to, through botting or other similar means); and (ix) you will not use the Platform for fraudulent purposes or engage in any Fraudulent Activity (as defined in Section 3(d)(v)).
The Clients are solely responsible for all costs and logistics associated with shipping any products made available to you in connection with Client Campaigns. We are not responsible for any products that are lost, damaged, or not returned. You further agree to abide by the Anti-Circumvention and Exclusivity terms set forth in Section 14 and conduct all Client Campaign-related communications and transactions on the Platform.
Subject to these Terms, you further understand and agree that you have no ownership rights in or to any Account you may have with Vyro, or other access to the Platform or features therein. Vyro may suspend, cancel your account and delete all Creator Content associated with your Account at any time, and without notice, if Vyro determines that you have violated these Terms or a relevant law, or for any other reason. Vyro assumes no liability for any content or materials of any third parties (including you or any other Creators), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. Without limiting the foregoing, Vyro will have the right (but not the obligation) to remove any content that violates these Terms or is deemed by us, in our sole discretion, to be otherwise objectionable, and reserves the right to permanently restrict access to the Platform or a Creator Account.
You must include disclosure language in your Creator Content that explains your relationship with the applicable Client, with respect to the Client Campaign and the Platform, as applicable and as set forth in the FTC Disclosure Acknowledgement (incorporated herein by reference) and as required by the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255, as amended from time to time) (“FTC Guides”). Without limiting the foregoing, you must include “#ad,” “#sponsored,” or other required disclosures as specified in the applicable Campaign Brief or as otherwise required by applicable law, and such disclosures must be clear, conspicuous, and placed in accordance with FTC guidance. You acknowledge and agree that you have reviewed and understand the FTC Guides and any training materials provided by Vyro or the applicable Client regarding advertising disclosure requirements. We will notify you if we determine in our sole discretion that you are not in compliance with the FTC Guides. Upon request, you shall immediately modify, edit, or delete any non-compliant Creator Content. Notwithstanding the foregoing, or the termination provision set forth herein, we reserve the right to immediately terminate your use of the Platform, participation in the Client Campaign, or our agreement to these Terms without any further payment of any kind if you fail to make disclosures in accordance with the FTC Guides and the Content Requirements, which failure shall be deemed a material breach of our agreement that is not capable of cure, and you shall reimburse us with a pro rata refund of any Payouts made by Vyro in connection with such breach.
Vyro reserves the right, but not the obligation, to monitor Creator Content and Client Content posted in connection with a Client Campaign for compliance with these Terms, the applicable Campaign Brief, the FTC Guides, the Content Requirements, and applicable law. If Vyro determines, in its sole discretion, that any Creator Content does not comply with the Campaign Brief, these Terms, the Content Requirements, the FTC Guides, or applicable law, Vyro may demand that you immediately take down, modify, or edit such content. Upon receipt of any such demand from Vyro, you must comply within twenty-four (24) hours. Failure to comply with any takedown demand may result in immediate suspension or termination of your Account, forfeiture of Payouts, permanent ban from the Platform, and/or legal action, and/or other consequences as determined by Vyro in its sole discretion.
The use of the Platform on a mobile device requires use of a mobile device and wireless mobile data service, which must be obtained from your wireless carrier, and may require internet access, which must be obtained from your service provider. You are responsible for obtaining and paying for such additional services and obtaining a suitable device, including without limitation all usage charges related thereto. You may be required to send and receive, at your cost, electronic communications related to the Platform, including without limitation administrative messages, service announcements, diagnostic data reports, and Platform updates, from Vyro, your wireless service provider or third-party service providers. If you do not have an unlimited wireless mobile data plan, you may incur additional charges from your wireless service provider in connection with your use of the Platform. You are solely responsible for obtaining any additional subscription or connectivity services or equipment necessary to access the Platform, including but not limited to payment of all third-party fees associated therewith, including fees for information sent to or through the Platform. Vyro may make available for download certain updates or upgrades to the Platform to update, enhance, modify, or further develop the Platform (“Platform Updates”). You may download and use Platform Updates to update the Platform on any device that you own or control. These Terms do not allow you to update devices that you do not own or control, and you may not make Platform Updates available over a network where they could be used by multiple devices or multiple computers at the same time. You may not make any copies of Platform Updates, unless such copy is authorized in writing by Vyro. Vyro may, at its discretion, automatically download Platform Updates to your device. You agree to accept these Platform Updates, and to pay for any costs associated with receiving them. The Platform and Platform Updates are subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Platform and Platform Updates. These laws include restrictions on destinations, end users, and end use.
Copyright Infringement.
If you are a trademark or copyright owner and believe in good faith that materials on the Platform violate your trademark or copyright rights, please send us a notification to copyright@vyro.com, requesting that Vyro remove such material or block access to it. Please include the following information, as required by the Digital Millennium Copyright Act (the “DMCA”).
Identify the copyrighted work(s) you claim is infringed.
Identify the material you claim is infringing the copyright(s) and provide enough information for us to reasonably locate that material.
Include a physical or electronic signature of the copyright owner or a person authorized to act on the copyright owner’s behalf (the “Claimant”).
Include the Claimant’s name, address, and telephone number(s), and email address (if available).
Include a statement that the Claimant has a good faith belief that use of the disputed material is not authorized by the copyright owner or their agent or law.
Include a statement, under penalty of perjury, that the information in the notification of copyright infringement is accurate and that the Claimant is authorized to act on behalf of the copyright owner.
You acknowledge that if you fail to provide substantially all of the information listed above, your notification may not be valid. Upon receipt of your written notice, we will investigate the allegation and remove or disable access to the complained-of material at our sole discretion.
We also will take reasonable steps to promptly notify the person who posted the subject material. We will give them the opportunity to send a counter-notification. A counter-notification must include the following, to be effective under the DMCA:
A physical or electronic signature of the person submitting the counter-notification;
Identification of the material that was removed or to which access was disabled and the location at which the material appeared before it was removed or access to it was disabled;
A statement under penalty of perjury that the material was removed or disabled due to mistake or misidentification of the material removed or disabled;
The name, address, email address and telephone number of the person submitting the counter-notification; and
A statement that the person submitting the counter-notification consents to the jurisdiction of Federal District Court for his judicial district, or if the person is outside the United States, for any judicial district in which Vyro may be found, and that the person will accept service of process from the person who submitted the DMCA claim or his agent.
Payouts & Earnings.
You may be eligible to earn payouts (including products, merchandise, or other value-in-kind compensation) from Clients in connection with the performance of your Client Content reposted or Creator Content posted in response to a specific Client Campaign as described in more detail in the information provided for a specified Client Campaign within the Platform (“Payouts”). Vyro and Client will determine which Client Campaigns, Creators, and engagements are eligible for Payouts in Vyro’s and Client’s sole discretion. Some Client Campaigns will not be eligible for any Payouts, and some Creators may not be eligible to receive Payouts in connection with a Client Campaign. Payouts may include: (i) per-view payments calculated based on views counted from the time of posting past the campaign minimum threshold, as specified in the Client Campaign details (“View Payouts”); (ii) a selection payment for Creator Content selected by the Client, as further described in Section 8(c) (“Selection Payout”); and/or (iii) if a Client elects to pay to promote, boost, whitelist, or otherwise put paid media behind your Creator Content (“Whitelisting”), a Whitelisting Payout as further described in Section 8(d). Except as otherwise set forth in these Terms, the per-view rate, selection payment amount, minimum view thresholds, and other Payout terms are specified in each Client Campaign’s details and may vary by Client Campaign.
Vyro and Client reserve the right to modify Payout rates, per-view rates, Selection Payout amounts, Whitelisting Payout rates, minimum thresholds, eligibility criteria, the value assigned to particular types of engagement or content, and other compensation terms at any time in their sole discretion, including during an active Client Campaign. By way of example only, Vyro and Client may increase or decrease the per-view rate, change the minimum view or impression thresholds required to earn Payouts, or adjust the value attributed to certain types of Creator Content or engagement metrics. Without limiting the foregoing, the per-view or cost-per-thousand-views (“CPM”) rate for a Client Campaign may be published as a range, and regardless of the rate at which you enter a Client Campaign, Vyro may, in its sole discretion, change the CPM or per-view rate applicable to you at any time with respect to all views and impressions accrued after the effective date of such change. Any such modifications will apply on a prospective basis only and will not affect Payouts already earned or accrued prior to the effective date of the modification. Vyro will provide reasonable notice of material changes to Payout terms through the Platform, email, or other communication methods determined by Vyro. Your continued participation in Client Campaigns after any such modification constitutes your acceptance of the modified terms.
Creator Content submitted in connection with a Client Campaign may be ranked, and Clients may be required to select and license a minimum of one (1) Creator Content submission per Client Campaign (each Creator whose Creator Content is so selected, a “Selected Creator,” and such selected and licensed Creator Content, “Selected Content”). Content selection may occur at any point once Creator Content is posted and part of the applicable Client Campaign, but must occur before the end date of the applicable Client Campaign, and any selections not made by such end date shall lapse. If your Creator Content is designated as Selected Content, you may be eligible to receive the Selection Payout specified in the Client Campaign details or otherwise communicated to you by Vyro. No portion of the Selection Payout shall be payable unless and until Vyro has confirmed that the Selected Content is live, all applicable permissions are set, and no known breach of these Terms exists. Vyro may pay the Selection Payout in a lump sum or in installments over the Selected Content License Term, at such times as Vyro determines in its sole discretion. Selection Payouts remain conditional on your continued compliance with these Terms throughout the Selected Content License Term, including any applicable exclusivity requirements, and any unpaid portion shall be forfeited upon your breach; clawback covers only amounts already paid. If your Selected Content ceases to qualify as Selected Content due to your breach, deletion of the content, revocation of permissions, or Fraudulent Activity, Vyro may replace it with other eligible Creator Content from other Creators. Upon content selection, you agree to deliver the source file of your Creator Content to Vyro for delivery to the Client, and the Client will receive rights to use the source file as set forth in Section 5(e). Client may run its own paid media from its own accounts, and media spend does not route through Vyro.
If a Client elects to boost or promote your Creator Content in a Client Campaign that includes Whitelisting, you may be eligible, as determined by Vyro, to receive a Whitelisting Payout, calculated in accordance with a rate schedule established by Vyro, as may be communicated to you by Vyro from time to time in its sole discretion.
Any limitations and restrictions on earning Payouts in connection with a Client Campaign will be disclosed through the Platform for each Client Campaign.
Payouts will be distributed through a payment service provider identified by Vyro in its sole discretion. As explained above, you will be required to register and/or create an account through Vyro’s designated service provider in order to receive Payout distributions. Payment service providers may deduct or require payment of certain fees and costs in connection with distributions. Vyro is not responsible for any deductions, fees, and/or costs you incur.
You shall have the sole and exclusive responsibility for the making of all reports and contributions, withholding payments and taxes to be collected, withheld, made and paid with respect to any payments hereunder. You shall be solely responsible for the payment of any management or agent fees or commissions, or any payments to be made to any third party in connection with the services and rights granted by you hereunder. The Platform and these Terms shall not be subject to any union, labor organization, or collective bargaining agreement. You acknowledge that you are responsible for paying all applicable federal and state taxes with respect to the compensation you receive in connection with the Platform or a Client Campaign.
When the posting of Client Content or Creator Content by you is approved by Vyro under a Client Campaign, and you have satisfied all Client Campaign requirements, including minimum view and/or impression thresholds, you may earn the Payouts set forth in each Client Campaign description. Approval of Creator Content makes such content part of the Client Campaign but does not constitute a promise or guarantee of any Payout. No Payouts will be earned or payable unless and until both Vyro’s Content Review and the Post-Match Check have been successfully completed; views are counted from the time of posting and pay only on the account named at the time of submission. View Payouts are paid on a per-view basis for views past the campaign minimum threshold until the Views Pool (as defined below) for the applicable campaign is exhausted; there is no per-clip cap on View Payouts. Each Client Campaign’s View Payouts are funded from a designated views pool (the “Views Pool”). Once the Views Pool for a Client Campaign has been exhausted, View Payout accrual for that Client Campaign shall pause, and Vyro will use reasonable efforts to notify affected Creators. During any such pause, views will continue to be counted for purposes of ranking Creator Content, but no View Payouts will accrue. If funds subsequently become available in the Views Pool (including through clawback of amounts previously paid), Vyro may, in its sole discretion, resume View Payout accrual for compliant Creators, but shall have no obligation to do so. A Views Pool exhaustion event does not modify, waive, or suspend the persistence requirements set forth in Section 8(j), and you must continue to keep your Creator Content posted for the remainder of the Client Campaign term (and any required persistence period), as removal of Creator Content will still result in forfeiture of previously accrued Payouts. Vyro facilitates Payout of those amounts through a third-party payment processor (e.g., Whop) and such Payouts will be subject to the minimum Payout threshold or scheduled Payout cycles outlined below, which may change over time. If you do not follow the Content Requirements or meet the minimum thresholds for views, impressions, or other metrics as set forth in the applicable Client Campaign, you will be ineligible to receive any Payouts, and Vyro shall not be liable for the same. Additionally, if any of your posts containing Client Content or Creator Content is approved under a Client Campaign, such post(s) may nonetheless be removed, deleted, or otherwise made unavailable by the applicable social media platform for any reason (including violations of the applicable platform’s content or other policies) with no notice to Vyro or you. In such an event, you will be immediately ineligible to receive Payouts associated with the removed post(s), and Vyro shall not be liable for the same, and any Payouts already paid may be subject to clawback. Clawed-back funds may be returned to the Views Pool at Vyro’s discretion. You acknowledge and agree that Payouts earned from Client Campaigns may be subject to a processing or holding period to allow for fraud monitoring and dispute resolution. Vyro does not guarantee a specific timeline for fund availability, as timing depends on internal risk reviews and the policies of its third-party providers.
Vyro reserves the right to reverse or reclaim (clawback) any amounts paid to you if the associated activity is later determined to constitute Fraudulent Activity (as defined in Section 3(d)(v)), to be otherwise ineligible, or to be in violation of these Terms. This includes, but is not limited to, boosting, dark posting, whitelisting, or putting other forms of paid support behind Creator Content or Client Content without authorization, activity involving artificial engagement such as botted views, likes, or comments, or if upon re-review, you did not meet the minimum view, impression or other metric thresholds.
You agree to keep all Creator Content posted in connection with a Client Campaign publicly available and unmodified for the duration of the Client Campaign and for any additional period specified in the Client Campaign details. Deleting, unlisting, or making private any Creator Content during a Client Campaign or during any required persistence period will result in forfeiture of any and all Payouts associated with such content, including any accrued View Payouts, any Selection Payout, and any Whitelisting Payout, and you will not be eligible to receive any payment or other consideration of any kind in connection with such content, regardless of the reason for such removal. If your Creator Content has been designated as Selected Content and you subsequently delete, unlist, or make private such content, you agree that any Selection Payout previously paid will be subject to clawback and you will reimburse Vyro for such amount. Notwithstanding the foregoing, if Creator Content is removed at Vyro’s express written direction or by the applicable social media platform for reasons outside your control (e.g., platform policy violations unrelated to your conduct), such removal shall not trigger the automatic forfeiture described above, and Vyro may, in its sole discretion, determine the appropriate consequences, including whether any Payouts will be paid or clawed back.
View Payouts accrue during the applicable Client Campaign but are not due or payable until after the Client Campaign has ended and Vyro has completed its final review of Creator Content for compliance with these Terms, the Campaign Brief, and the Content Requirements. Vyro may, in its sole discretion, advance View Payouts to Creators before campaign end or before final review is complete, but shall have no obligation to do so. Any View Payouts advanced before final review remain subject to clawback if Vyro’s final review determines that the Creator Content did not comply with these Terms, the Campaign Brief, or the Content Requirements. For the avoidance of doubt, this Section applies only to View Payouts; Selection Payouts and Whitelisting Payouts are governed by Sections 8(c) and 8(d), respectively.
To withdraw earned Payouts, you must have at least $25.00 in total Payouts in your Account. You will be unable to withdraw any amounts from your Account balance until you have reached the $25.00 threshold. Withdrawals of Payouts are limited to one (1) time in any seven (7) day period. You must use Whop to receive and withdraw Payouts. Payouts may be subject to additional review of your Creator Content, and amounts may be shown as pending in your Account. Only when your Creator Content has been approved and the Client Campaign requirements have been met, including confirming you have reached the minimum view, impression, or other metric thresholds and complied with the Content Requirements, will such Payout amounts be earned. Payouts may be subject to at least seventy-two (72) hours of processing time and may be subject to additional delays and holds.
Termination.
You may terminate your participation in the Client Campaigns and use of the Platform at any time by deleting your Account within the Platform and deleting the Platform from your device.
We reserve the right, at our option, to involuntarily terminate your participation in the Client Campaigns, your Account, and/or your use of the Platform, with or without cause, upon written notice (email to suffice) to you, which may be immediate, without liability. We further reserve the right to terminate your participation in the Client Campaigns, your Account, and/or your use of the Platform immediately in the event that: (i) you breach these Terms or applicable laws; (ii) you participate in fraudulent, deceptive, or abusive behavior; (iii) you post Client Content or try to collect Payouts in connection with a Client Campaign by using artificial or ineligible activity (e.g., botting); (iv) you violate the FTC Guides or the Content Requirements; (v) you infringe or misappropriate the intellectual property rights of a third party, Vyro, or a Client; (vi) you attempt to deal directly with any Client in violation of these Terms; (vii) you fail to include required advertising disclosures, including without limitation #ad or other required disclosures as specified by applicable law, the FTC Guides, and the applicable Campaign Brief; (viii) you make claims in Creator Content that are false, misleading, unsubstantiated, or that you cannot support with competent and reliable evidence; or (ix) you fail to comply with any takedown demand from Vyro. We may also, in our sole discretion, ban Creators from the Platform for repeated or egregious violations of these Terms, the FTC Guides, or applicable law.
Upon termination for any reason, (i) any pending or ineligible balances or Payouts may be forfeited; (ii) all Creator Content may be retained for recordkeeping or promotional purposes; (iii) Vyro may withhold or reverse payments if fraudulent or non-compliant activity is discovered; and (iv) these Terms will continue to apply with respect to any prior use of the Platform.
Vyro is not liable for any damages, losses, or claims resulting from the suspension or termination of your Account or access to the Client Campaigns or Platform, including the loss of any Creator Content, potential Payouts, or campaign progress.
Disclaimer, Representations, and Limitations of Liability.
You represent, warrant, covenant, and agree that you are the exclusive owner of any content you publish on the Platform or in connection with the services, such content is your original work, and/or that you have all rights, licenses, consents, and releases necessary to make the content available on the Platform. You further represent, warrant, and agree that your content does not and will not infringe, misappropriate, or violate any copyright, trade secret, patent, rights of publicity or privacy of any third party, or any other proprietary or intellectual property right of any third party, or any other applicable law or regulation. For clarity, if you publish any content on the Platform, you hereby grant us, our licensees, and our affiliate companies the non-exclusive, perpetual, worldwide, royalty-free sublicensable right and license to use, copy, display, perform, distribute, modify, adapt, abridge, exploit, and promote this content in any way and in any commercial or non-commercial medium or form without charge; provided that any rights of Clients in such content shall be limited as set forth in Section 5. You agree that we are not liable for content that is provided by others. We have no duty to screen content that you or others may supply or post, but we have the right to refuse to post or to edit submitted content. We reserve the right to remove any content for any reason at any time.
VYRO MAKES NO REPRESENTATIONS ABOUT THE RELIABILITY OF THE FEATURES OF THE PLATFORM, THE VYRO CONTENT, CLIENT CONTENT, OR ANY OTHER PLATFORM FEATURE, AND DISCLAIMS ALL LIABILITY IN THE EVENT OF ANY SERVICE FAILURE. THE MATERIALS AND INFORMATION ON THE PLATFORM ARE FOR INFORMATIONAL PURPOSES ONLY. Vyro does not endorse, verify, evaluate or guarantee any information provided by Clients and nothing shall be considered as an endorsement, verification or guarantee of any Client Content. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which contain or suggest an endorsement by Vyro. We do not guarantee the accuracy, completeness, or usefulness of any content available on the Platform. We are not responsible for any decisions you make based on content made available through the Platform, including campaign descriptions, performance metrics, or promotional claims.
The Internet may be subject to breaches of security. Vyro is not responsible for any resulting damage to any of your devices or computers from any such security breach, or from any virus, bugs, tampering, unauthorized intervention, fraud, error, omission, interruption, deletion, defect, delay in operation or transmission, computer line failure or any other technical or other malfunction. You should also be aware that e-mail and other submissions over the Internet may not be secure, and you should consider this before e-mailing Vyro any information or posting information to the Platform or using any links provided by a Client or otherwise found on the Platform. Vyro makes no representation or warranty whatsoever regarding the suitability, functionality, performance, availability or operation of the Platform. This Platform may be temporarily unavailable due to maintenance or malfunction of computer equipment.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE WITH RESPECT TO THE PLATFORM OR ANY INFORMATION OR SOFTWARE THEREIN. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES AND CONDITIONS THAT WOULD OTHERWISE BE IMPLIED BY STATUTE, CUSTOM OR COMMON LAW ARE EXPRESSLY EXCLUDED FROM THESE TERMS, AND DO NOT APPLY WITH RESPECT TO THE PLATFORM AND ANY INFORMATION OR SOFTWARE CONTAINED THEREIN.
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL VYRO BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) (COLLECTIVELY, “DAMAGES”) THAT RESULT FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR PARTICIPATE IN CLIENT CAMPAIGNS, NOR SHALL VYRO BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND VYRO’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE PLATFORM’S RECORDS, PROGRAMS, OR SERVICES.
UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO A NEGLIGENT ACT, WILL VYRO OR ITS AFFILIATES OR AGENTS BE LIABLE FOR ANY DAMAGES OF ANY KIND THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE PLATFORM OR CLIENT CAMPAIGNS, EVEN IF VYRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS), OR OTHER DAMAGES; AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION OF DAMAGES MAY NOT APPLY TO YOU AND THE FOREGOING PARAGRAPH SHALL NOT APPLY TO A RESIDENT OF NEW JERSEY TO THE EXTENT DAMAGES TO SUCH NEW JERSEY RESIDENT ARE THE RESULT OF VYRO’S NEGLIGENT, FRAUDULENT OR RECKLESS ACT(S) OR INTENTIONAL MISCONDUCT.
ANY PRODUCTS OR SERVICES DESCRIBED ON THE PLATFORM ARE OFFERED IN JURISDICTIONS WHERE THEY MAY BE LEGALLY OFFERED FOR SALE. THE INFORMATION ON THE PLATFORM IS NOT AN OFFER OR SOLICITATION BY ANYONE TO ANYONE IN ANY JURISDICTION IN WHICH AN OFFER OR SOLICITATION CANNOT LEGALLY BE MADE, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE A SOLICITATION.
Creator agrees that Creator shall not have any claim to compensation or benefits or any claim, including, without limitation, claims based upon invasion of privacy, defamation or right of publicity, arising out of or related to any use (in accordance with the terms hereof), alteration, blurring, distortion or use in composite form of your Likeness or Creator Content.
You agree that any information and materials you make available to Vyro or to a Client in connection with the Platform, including without limitation any Creator Content, are considered non-confidential.
Third Party Websites, Applications, and Services.
This Platform may hyperlink to other third-party services, websites, applications, software, and other content from third-party providers such as social media platforms, financial service providers and payment processors, wireless carriers, and third-party software application developers (“Third-Party Services”). Third-Party Services are not maintained by or related to Vyro. Hyperlinks are provided as a convenience to Creators and are not sponsored by or affiliated with this Platform or Vyro, and Vyro makes no representations or warranties about the content, completeness, or accuracy of those Third-Party Services. Vyro is not responsible for the availability of such Third-Party Services and does not endorse nor is responsible or liable for any content or other materials on or available from such Third-Party Services. For clarity, you are solely responsible for verifying the security and safety of any links, files, or media downloaded from third-party sites or Third-Party Services, even if such links were provided by Vyro or a Client for the purpose of a Client Campaign. Your use of the Third-Party Services may be subject to additional terms, including software license terms, of those third parties.
Information you submit through a Third-Party Service is subject to the terms of that Third-Party Service’s privacy policy, and Vyro has no control over how information through a Third-Party Service is collected, used, or otherwise handled. Creators who utilize Third-Party Services should be aware that account and other personal information held by those third parties may be transmitted through and stored on servers and/or applications located in the United States and elsewhere. You understand and agree that the companies that provide the Third-Party Services may access, use and share certain information about you, if you use the Third-Party Services. You understand and agree Vyro is not responsible for these companies, or their use of any of the information you submit through a Third-Party Service. Your use of the Third-Party Services is at your own risk.
Additional Terms Applicable to Third Party Provider.
The following additional terms and conditions are applicable with respect to your use of a third-party website to access and download the Platform or any subsequent updates thereto, such as Apple, Inc., Amazon.com, Inc., Google, Inc., or any other similar third party “app store” or platform (each a “Provider”):
You acknowledge and agree that (A) these Terms are binding between you and Vyro only, and the Providers are not a party to these Terms, and (B) as between Vyro and such Provider, it is Vyro that is responsible for the mobile application and the content thereof. You must use the Provider’s mobile application only on such Provider-branded product that runs the third-party website. Your use of the mobile application must comply with the terms of use applicable to the Provider source from which you obtain it. You acknowledge that the Provider has no obligation to furnish you with any maintenance and support services with respect to the mobile application.
You acknowledge that the Provider is not responsible for addressing any claims you have or any claims of any third party relating to the mobile application or your possession and use of the mobile application, including, but not limited to: (A) product warranty or liability claims; (B) any claim that the mobile application fails to conform to any applicable legal or regulatory requirement; (C) claims arising under consumer protection or similar legislation; or (D) claims that the mobile application infringes a third party’s intellectual property rights, such that you will not hold such Provider responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.
In the event of any failure of the Provider version of the mobile application to conform to any applicable warranty that has not been effectively disclaimed by these Terms, you may notify such Provider, and such Provider will refund the purchase price for the mobile application (if any) to you; to the maximum extent permitted by applicable law, such Provider will have no other warranty obligation whatsoever with respect to the mobile application, and, as between such Provider and Vyro, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Vyro’s responsibility, but only to the extent provided by these Terms. Please read the entire Terms, as other sections of these Terms limit Vyro’s liability in this regard.
The Providers are third-party beneficiaries of these Terms. Upon your acceptance of the Terms, such Providers will have the right (and will be deemed to have accepted the right) to enforce the Terms against you as a third-party beneficiary thereof. There are no other third-party beneficiaries of the Terms.
Indemnification. You shall defend, indemnify, and hold harmless Vyro and our Clients from and against any and all damages, costs, judgments, penalties, and expenses of any kind (including reasonable attorneys’ fees, costs, and disbursements and government investigations or inquiries) (“Losses”) which may be obtained against, imposed upon, or suffered by Vyro or our Clients as a result of (a) your actions or inactions in connection with the Platform or any Client Campaign; (b) any representation, information, Creator Content, or other material supplied by you in connection herewith, and any exercise of any rights granted to Vyro or our Clients under these Terms, including without limitation any claim that Creator Content infringes, misappropriates, or violates any intellectual property, publicity, privacy, or other rights of any third party; (c) any breach of any of your warranties, representations, or obligations, or any covenants made by you in these Terms; (d) any claims arising from your failure to comply with applicable laws, including without limitation the FTC Guides; or (e) any claims arising from any content you create, submit, or post, regardless of whether such content was reviewed or approved by Vyro. For the avoidance of doubt, Vyro’s review or approval of any Creator Content shall not relieve you of any indemnification obligations hereunder. Vyro may join in the defense and settlement of any claims for Losses, and Vyro may settle any such claim without your consent. You will be liable for all reasonable costs and expenses incurred by Vyro in connection with Vyro’s defense and settlement of any claim for Losses pursuant to this paragraph.
Creator Representations & Warranties. You represent and warrant that (a) your statements in any Creator Content will reflect your honest views and experiences (and you agree, if necessary, to furnish appropriate testimonial affidavits); (b) you will comply with all applicable laws, regulations, administrative guidelines, orders, and ordinances in participating in the Client Campaigns and using the Platform, including the FTC Guides; (c) you own the Creator Content submitted, displayed, published, or posted by you; (d) your Creator Content is entirely original and has not been previously published (other than as posted in connection with the applicable Client Campaign in accordance with these Terms); (e) you otherwise have the right to grant the license set forth herein; (f) the displaying, publishing, or posting of any Creator Content you post, and our use thereof, does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights, or any other intellectual property rights or other rights of any person or entity; (g) you have the right and authority to enter into these Terms without violating the rights of any third party; and (h) you will not make any claims in Creator Content that (i) are not supported by the applicable Campaign Brief, (ii) are not in compliance with the applicable Client Campaign, product, or advertising brief, and/or (iii) are false. You further represent and warrant that during the term of your participation on the Platform and for the duration of any active Client Campaign (and any persistence period), you will not engage in any conduct that (1) results in a criminal conviction (other than minor traffic offenses), (2) constitutes fraud, dishonesty, or moral turpitude, (3) brings you into public disrepute, scandal, or ridicule in a manner that could reasonably be expected to reflect negatively on Vyro, any Client, or the Platform, or (4) materially damages the commercial value of any Client Campaign in which you participate. If Vyro determines, in its reasonable discretion, that you have engaged in such conduct, Vyro may (A) remove your Creator Content from the applicable Client Campaign, (B) withhold or clawback Payouts, (C) suspend or terminate your Account, and/or (D) pursue any other remedies available under these Terms or applicable law. You further represent and warrant that you will comply with the Content Requirements and will not use the Platform in any way that violates these Terms, applicable laws, or the rights of others. Violation of this Section 13 may result in immediate removal of Creator Content, reversal of payments, suspension or termination of your Account, and/or legal action, at Vyro’s sole discretion.
Anti-Circumvention and Exclusivity.
You agree not to use the Platform to engage with a Client and then complete a transaction independent of the Platform that circumvents the obligation to pay Vyro a fee. If you and a Client are introduced to one another through the Platform, each must use the Platform as their exclusive method to transact with the other in connection with the creation or distribution of video, content, photos, or social media posts for a period of twenty-four (24) months from the start of their first Client Campaign. Neither you nor any third party on your behalf shall (i) attempt in any manner to deal directly or indirectly with any of the Clients for which you are participating in their Client Campaigns, including such Client’s representatives or agents, other than through the Platform; or (ii) bypass, compete, avoid, circumvent, or attempt to circumvent the Platform with respect to a Client Campaign associated with such Client, with Client or any of such Client’s representatives or agents, without the prior written consent of Vyro, in its sole discretion. In addition, during the term of your participation on the Platform and for a period of two (2) years following the termination or expiration of your Account or your last participation in a Client Campaign (whichever is later), you shall not, directly or indirectly, (a) solicit, contact, or engage any Client for the purpose of providing services that are the same as or similar to the services provided through the Platform, (b) accept any engagement, project, or work from any Client that you were introduced to or became aware of through the Platform, or (c) encourage, induce, or attempt to induce any Client to reduce or terminate its relationship with Vyro. For the avoidance of doubt, a Creator’s response to a Client’s general solicitation for employment shall not be considered a violation of this Section. This Section is intended to ensure transparency and allow Vyro the opportunity to participate or provide input in any proposed engagement.
If any provision of this Section is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable as written, then in lieu of such invalid, illegal, or unenforceable provision, a valid, legal, and enforceable provision that most closely reflects the original intent of the parties shall be added by such court and shall be enforceable in accordance with its terms. Without limiting the foregoing, if any court determines that any portion of this Section is unenforceable because of the duration, scope, or geographic area of such provision, such court shall have the power to reduce the duration, scope, or geographic area of such provision, as the case may be, and in its reduced form, such provision shall be enforceable. The invalidity, illegality, or unenforceability of any provision of this Section shall not affect any other provision of this Section, and this Section shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
Dispute Resolution.
MANDATORY INFORMAL DISPUTE RESOLUTION PROCESS: If you have a “Dispute” (as defined below) with Vyro relating to these Terms, you shall first provide Vyro with written notice (“Notice”) sent to the following address privacy@vyro.com. A Notice must include all of the following: (1) a detailed description of the Dispute; (2) the nature and basis of the claim(s); (3) the nature and basis of the specific relief sought and a detailed calculation for that relief; and (4) information sufficient for Vyro to evaluate your claim. Any Notice you submit must be signed by you. You and we agree to negotiate in good faith in an effort to resolve any Dispute. This should lead to resolution, but if for some reason the Dispute is not resolved satisfactorily within sixty (60) days after receipt of a compliant Notice, you and we agree to the further dispute resolution provisions below. Both you and we agree that this informal dispute resolution process is mandatory and a condition precedent that must be satisfied before initiating any formal dispute resolution proceeding. Any applicable statute of limitations will be tolled for sixty (60) days from the time a fully compliant Notice is served on the other party unless the parties mutually agree to extend that period.
BINDING INDIVIDUAL ARBITRATION: You agree that the sole and exclusive forum and remedy for any and all disputes, actions, claims, or other controversies between you and Vyro that cannot be resolved informally and that relate in any way to or arise out of these Terms (“Dispute”) shall be final and binding arbitration. Dispute shall have the broadest possible meaning permitted by law. Notwithstanding the foregoing, either party may bring an individual action in small claims court.
You and we acknowledge that these Terms affect interstate commerce and that the Federal Arbitration Act (“FAA”) and federal arbitration law apply to arbitrations under these Terms (despite any other choice of law provision). YOU AND VYRO BOTH AGREE THAT, WHETHER ANY CLAIM IS IN ARBITRATION OR IN COURT, YOU AND VYRO BOTH WAIVE ANY RIGHT TO A JURY TRIAL INVOLVING ANY CLAIMS OR DISPUTES BETWEEN US TO THE FULLEST EXTENT PERMITTED BY LAW.
Arbitration under these Terms shall be administered by the American Arbitration Association (the “AAA”). The applicable AAA Consumer Arbitration Rules and AAA Mass Arbitration Supplementary Rules shall apply, as modified by these Terms. If you initiate arbitration, the applicable AAA rules will govern the payment of fees unless applicable law requires a different allocation of fees in order for this arbitration provision to be enforceable. If you are unable to pay your share of the AAA fees, we will consider a request to pay them on your behalf so long as you have fully complied with the informal dispute resolution process as set forth above.
The arbitration will be conducted before a sole neutral arbitrator who shall be located at or near the location where the arbitration will take place. The arbitration will be conducted at a location that is reasonably convenient for you.
All issues are for the arbitrator to decide including, but not limited to, (i) all issues regarding arbitrability, (ii) the scope and enforceability of this arbitration provision as well as these Terms’ other terms and conditions, (iii) whether you or Vyro, through litigation conduct or otherwise, waived the right to arbitrate, (iv) whether all or any part of this arbitration provision or these Terms are unenforceable, void or voidable including, but not limited to, on grounds of unconscionability, (v) any dispute regarding the payment of arbitration-related fees, (vi) any dispute related to the Mandatory Informal Dispute Resolution Process section (above), and (vii) any dispute related to Mass Arbitration (defined below). Pursuant to these Terms, the arbitrator has been delegated with, and possesses, exclusive authority to resolve all of the above-enumerated types of disputes. The award of the arbitrator may require payment of the costs, fees, and/or expenses incurred by the prevailing party consistent with applicable law and the applicable AAA rules. The provisions of Fed. R. Civ. P. 68 may be applied by the arbitrator. The arbitrator shall be bound by these Terms as a court would, shall follow applicable law, and shall issue a reasoned, detailed decision explaining the essential findings and conclusions on which the award is based.
INDIVIDUAL RELIEF AND CLASS ACTION WAIVER: The parties agree that the arbitrator may award the same relief available in court provided that such relief (including declaratory or injunctive relief) shall only be in favor of the individual party seeking relief and only to the extent necessary to provide the relief warranted by that party’s individual claim. YOU AGREE THAT YOU BRING CLAIMS AGAINST VYRO ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. FURTHER, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE ANY PERSON’S OR ENTITY’S CLAIMS WITH THOSE OF ANOTHER PERSON OR ENTITY AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. IF AFTER EXHAUSTION OF ALL APPEALS ANY OF THESE PROHIBITIONS ON NON-INDIVIDUALIZED RELIEF; CLASS, REPRESENTATIVE, COLLECTIVE, AND PRIVATE ATTORNEY GENERAL CLAIMS; AND CONSOLIDATION IS FOUND TO BE UNENFORCEABLE AS TO A PARTICULAR CLAIM OR WITH RESPECT TO A PARTICULAR REQUEST FOR RELIEF (SUCH AS A REQUEST FOR INJUNCTIVE RELIEF), THEN YOU AGREE THAT SUCH A CLAIM OR REQUEST FOR RELIEF SHALL BE DECIDED BY A COURT AFTER ALL OTHER CLAIMS AND REQUESTS FOR RELIEF ARE ARBITRATED.
ADDITIONAL PROCEDURES FOR MASS ARBITRATION FILINGS: YOU AND VYRO AGREE THAT IN THE EVENT MASS ARBITRATION IS ATTEMPTED OR SOUGHT, SUCH ARBITRATION SHALL BE RESOLVED USING THE AAA MASS ARBITRATION SUPPLEMENTARY RULES IN STAGES USING STAGED BELLWETHER PROCEEDINGS IF THEY ARE NOT RESOLVED PRIOR TO ARBITRATION AS SET FORTH ABOVE EXCEPT TO THE EXTENT THEY ARE MODIFIED BY THE FOLLOWING RULES: (1) For purposes of these Terms, “Mass Arbitration” means 25 or more arbitration demands that: (i) are filed within 180 days of each other, (ii) allege similar or identical claims or causes of action, and (iii) either (a) the parties to those arbitration demands seek to simultaneously or collectively administer and/or arbitrate together, or (b) are filed by the same counsel or in coordination with each other. (2) In the event that Mass Arbitration is attempted or sought involving 25 arbitration demands or more, you and Vyro agree that the arbitrator shall group the arbitration demands into batches of no less than 25 arbitration demands per group and provide for resolution of each group or batch as a single arbitration with one set of filing and administrative fees and a single arbitrator assigned per group or batch. All Mass Arbitration shall be subject to all other substantive and procedural terms contained within these Terms and the AAA Mass Arbitration Supplementary Rules. (3) You and Vyro agree to cooperate in good faith with AAA to implement the aforementioned protocol for Mass Arbitration with regard to resolution, fees, and administration. (4) If any part of this section on Mass Arbitration is found to be unenforceable, the unenforceable portion shall be stricken, and the remainder of this section on Mass Arbitration and these Terms shall be enforced to the maximum extent permitted by law. (5) In the event AAA is unwilling or unable to follow the procedures set forth herein with regard to Mass Arbitration, the parties may attempt to retain a different, mutually agreeable and widely recognized arbitration organization that will agree to follow the procedures set forth herein. In the event that the parties are unable to retain or agree to such an alternative arbitration provider, the alternative dispute resolution provisions set forth in these Terms shall not apply to those demands within the Mass Arbitration. (6) A court shall have the authority to enforce this provision and, if necessary, to enjoin the filing or prosecution of arbitrations.
OPTING OUT OF ARBITRATION: IF YOU DO NOT WISH TO BE BOUND BY THIS ARBITRATION PROVISION, YOU MUST NOTIFY VYRO IN WRITING WITHIN THIRTY (30) DAYS OF THE DATE THAT YOU FIRST HAD NOTICE OF THESE TERMS CONTAINING AN ARBITRATION PROVISION. THIS IS NOT A NEW OPT-OUT RIGHT IF YOU WERE PREVIOUSLY BOUND BY AN ARBITRATION PROVISION. YOUR WRITTEN NOTIFICATION TO VYRO MUST BE SENT VIA E-MAIL TO PRIVACY@VYRO.COM. IT MUST INCLUDE YOUR NAME AND ADDRESS AS WELL AS A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH VYRO THROUGH ARBITRATION. YOUR DECISION TO OPT OUT OF THIS ARBITRATION PROVISION WILL HAVE NO ADVERSE EFFECT ON YOUR PARTICIPATION UNDER THESE TERMS. IF YOU HAVE PREVIOUSLY NOTIFIED VYRO OF YOUR DECISION TO OPT OUT OF ARBITRATION, YOU DO NOT NEED TO DO SO AGAIN. ANY OPT-OUT RECEIVED AFTER THE THIRTY (30) DAY TIME PERIOD WILL NOT BE VALID.
Notwithstanding any provision in these Terms to the contrary, the parties agree that if we make future changes to this arbitration provision, except for changes to the Notice address, you may reject such changes by sending us written notice within thirty (30) days of the change to Vyro at privacy@vyro.com. This is not an opt-out of arbitration altogether. By rejecting any future changes, you are agreeing that you will arbitrate any Dispute in accordance with the language of this provision.
In no event shall any claim, action or proceeding by you related in any way to these Terms be instituted more than one (1) year after the cause of action arose to the fullest extent permitted by law.
Account Linking & API Integrations.
To use the Platform and participate in Client Campaigns, you must connect your social media accounts that you intend to use with the Platform and Client Campaigns via OAuth or such other authentication method as Vyro may require (each a “Connected Account”). OAuth authentication (or other required authentication method) is a mandatory entry condition for participation in the Platform; failure to complete and maintain such authentication will result in ineligibility to participate in Client Campaigns. For example, if you want to participate in Client Campaigns on Vyro through Instagram, you’re required to connect your Instagram account to Vyro through Instagram’s API. This may also apply to your YouTube, X (f/k/a Twitter), and TikTok accounts. Via the respective social media platform’s APIs, Vyro collects personal information you post on the Connected Accounts, including content and comments. Vyro also collects your username, user ID, social media profile information, video data, media URLs, content views, engagement metrics, analytics data and other metrics, metadata, and actions on your Connected Accounts. We may also tell you about other information we must access through these APIs during the process of connecting your accounts. You authorize Vyro to access, retrieve, store (if applicable), process, and display data from your Connected Account as necessary to provide the Platform’s features, including without limitation for fraud detection, verification, and periodic checks of your account settings and permissions. The foregoing is further discussed in our Privacy Policy.
By linking a Connected Account, you represent and warrant that you own or control the Connected Account and that you have the right to authorize our access and use consistent with these Terms and the third-party social media platform’s terms. You agree that failure to connect such accounts may result in suspension or removal from the Platform or may otherwise make you ineligible to participate in Client Campaigns.
You can revoke Vyro’s access to your Connected Accounts. To revoke Vyro’s access to a Connected Account, visit the relevant social media platform’s security pages. For YouTube specifically, you may revoke Vyro’s access to your YouTube Connected Account at any time by visiting the Google Security Settings page at https://myaccount.google.com/connections or by disconnecting your YouTube Connected Account directly within Vyro.
We access your Connected Accounts through APIs and under the applicable social media platform’s developer terms and policies. We are not affiliated with or endorsed by any of these social media account platforms or providers. Please note that your use of our Platform through a Connected Account may also subject you to the following terms, depending on the applicable platform (please note that the platforms change these pages from time to time): (i) YouTube Terms of Service; (ii) TikTok Terms of Service; (iii) Instagram Terms of Use; and (iv) X Terms of Service. For information about how each of Google, Meta, TikTok, and X treats personal data when you use their services, please refer to these pages (please note that the platforms change these pages from time to time): (a) Google Privacy Policy; (b) Meta Privacy Policy; (c) TikTok Privacy Policy; and (d) X Privacy Policy. You are responsible for any content you publish via a Connected Account through the Platform. We may suspend or disable your ability to link, or use Connected Accounts if we determine you or your Account is in violation of these Terms, any third-party provider terms, or applicable laws.
Miscellaneous.
Both you and Vyro acknowledge and agree that no partnership, joint venture or agency is formed and neither of you nor Vyro has the power or the authority to obligate or bind the other. The relationship between you and Vyro established by these Terms is that of independent contractors. You acknowledge and agree that you are solely responsible for the manner and form by which you perform in connection with the Client Campaigns and the Platform, and you further acknowledge and agree that we are not acting as, or licensed in any jurisdiction as, an agency or artist’s agent, and we do not make and expressly disclaim any representations, warranties or guarantees in connection therewith or relating thereto.
On certain areas of the Platform, you may be given the ability to provide us with personal information. The use of information you have provided to Vyro, or that Vyro has collected and retained relating to your use of the Platform, is governed by our Privacy Policy. By using the Platform, you acknowledge you have read and understood the Vyro Privacy Policy. Please read the Privacy Policy for more information about Vyro’s information collection and use practices. To view Vyro’s Privacy Policy, click here.
The failure of Vyro to comply with these Terms or otherwise make the Platform available because of an act of God, pandemics/epidemics, war, fire, riot, terrorism, earthquake, actions of federal, state, provincial/territorial, or local governmental authorities or for any other reason beyond the reasonable control of Vyro, shall not be deemed a breach of these Terms.
Vyro may refer potential violations of law(s) or regulation(s) to authorities or other persons or entities that it deems appropriate, may cooperate in the investigation of any suspected criminal or civil wrongdoing, and will cooperate with authorities when required to do so by law, subpoena, or when the public and/or Vyro safety or rights are implicated. Vyro assumes no obligation to inform you that your information has been disclosed to any law enforcement or government agency or authority. If Vyro fails to act with respect to your breach or anyone else’s breach on any occasion, Vyro is not waiving its right to act with respect to future or similar breaches.
If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by Vyro without restriction. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. The section titles in these Terms are for convenience only and have no legal or contractual effect. Any provision of these Terms that by its nature is reasonably intended to survive beyond termination of these Terms shall survive.
These Terms constitute a binding agreement between you and Vyro, accepted by you upon your use of the Platform. Except as otherwise indicated in these Terms, these Terms constitute the entire agreement between you and Vyro regarding the use of the Platform. By using the Platform, you represent that you are capable of entering into a binding agreement.
For any questions regarding the Platform or these Terms, please contact team@vyro.com.
Furthermore, Client Campaigns will require certain engagements from you on specified social media platforms, which may include: (1) sharing or reposting certain Client owned or provided content, intellectual property, social posts, photos, videos, songs, or other materials, copyrights, trade secret rights, trademarks, trade dress rights, and products, designs, trademarks, service marks, and all other names, slogans, logos, copyrighted materials or patents (“Client Content”); or (2) creating, providing, and submitting your own unique content, intellectual property, clips, edits, photos, written posts, videos, stories, and certain other content and materials as requested or required by the Client Campaign requirements and provided by you (excluding any Client Content incorporated therein or derivatives thereof) (“Creator Content”). For example, if you repost or share Client Content, such repost will be Client Content. Any unique content you create, which may include unique additions to existing Client Content (such as your original contributions to a clip), that does not otherwise constitute Client Content or Vyro Content will be Creator Content.
Client Campaign start and end dates will be disclosed within the Platform, along with the associated required engagement actions and directions. The Client Campaign details will also specify the other material payout terms, service timelines, disclosure requirements, posting guidelines, the minimum amount of required views, impressions, or other similar metrics, Content Requirements, eligible platforms, and other important details regarding the services and Client Campaign. Each Client is solely responsible for ensuring that the Campaign Brief includes all required disclosure language and complies with the FTC Guides and all applicable advertising laws and regulations. Creators are required to follow the disclosure requirements set forth herein and in the Campaign Brief and as otherwise required by law.
Vyro and our Clients may discontinue or make changes to all or part of any Client Campaign at any time in their sole discretion. We will use reasonable efforts to notify Creators of any discontinuation or change but will have no liability to you based on any such discontinuation or change. Any change to a Client Campaign or Campaign Brief will apply on a prospective basis only, and Creator Content approved under a prior version of the Campaign Brief will remain part of the Client Campaign and eligible for Payouts, subject to these Terms. When a Client Campaign is discontinued, terminates, expires, or otherwise ends, no further Payouts will accrue for engaging with the Client Campaign.
Client Campaigns may be published before funds paid by Client to Vyro have settled. If for any reason such funds fail to arrive or a Client fails to pay Vyro for any reason, Vyro may cancel the Client Campaign without issuing any Payouts, even if submissions have already been approved and Payouts or other rewards have been accumulated. Participation in Client Campaigns whose funds have not yet settled is at your own risk. If funds fail to arrive and the Client Campaign is canceled, no rewards will be issued, even if your submission of Creator Content was previously approved.
Vyro is not responsible for the Client Content found on the Platform or otherwise made available to Creators, the claims, representations, or messaging contained in any Client Content, or the outcomes of any Client Campaign. You acknowledge that Vyro does not verify, substantiate, or approve the accuracy, truthfulness, or legality of any claims or representations made in Client Content, and you are solely responsible for your decision to re-share or incorporate any Client Content.
You will take all necessary actions to opt-in and agree to allow the applicable social media platforms to provide Vyro social media post analytics and other information and data.
Neither you nor anyone working on your behalf has (1) artificially, fraudulently, intentionally, recklessly, unfairly, or deceptively exaggerated, inflated, or otherwise affected the size or volume of your social media followings, subscribers, likes (or similar actions), shares (including retweets and regrams), comments, views, impressions, or clicks, including through the use of bots, click farms, view farms, automated scripts, or other similar automated or fraudulent means; (2) purchased followers, subscribers (including non-human followers or subscribers), views, impressions, clicks, or engagements (including likes, shares, or comments) in exchange for anything of value; (3) purchased verification; or (4) by act or omission, artificially or maliciously damaged, impaired, or disadvantaged the content, metrics, or account of another Creator on Vyro or any third party (including, but not limited to, through botting or other similar means) ((1), (2), (3), and (4), shall be referred to herein collectively as “Fraudulent Activity”). Neither you nor anyone working on your behalf will engage in any Fraudulent Activity. You further represent and warrant that you will use all reasonable efforts to verify the authenticity of your followers, subscribers, likes, shares, comments, views, impressions, and clicks, and if you (and/or anyone working on your behalf) knows, or has reason to believe, that the authenticity of the aforementioned has been compromised, you will take immediate action to resolve the issue. If Vyro determines through verifiable means that you, and/or anyone working on your behalf, has breached the foregoing, Vyro may terminate your access to the Platform immediately with no further obligation to you and you shall immediately remove any Creator Content posted pursuant to a Client Campaign.
Neither you nor anyone working on your behalf may (1) promote or advertise a Client, a Client Campaign, Client Content, or Creator Content through spam (e.g., mass messaging, comment spam, or automated posting); or (2) run paid advertisements (e.g., PPC, boosted posts), whitelist, darkpost, or otherwise put paid media behind a Client Campaign, Creator Content, Client Content or otherwise use the Client’s name or branding for such purposes without the Client’s prior written permission in each instance. For the avoidance of doubt, you may not run any paid promotion of your own Creator Content posted in connection with a Client Campaign during the campaign counting window, regardless of whether such paid promotion uses the Client’s name or branding.
Notwithstanding the foregoing, to the extent a Client Campaign includes Whitelisting (as defined in Section 8(a)), you hereby pre-authorize and consent to whitelisting, boosting, and other paid amplification of your Creator Content by or on behalf of Clients, subject to the terms of the applicable Client Campaign. For any such Client Campaign, you agree to maintain the permissions and authorizations required by each applicable social media platform (including, but not limited to, TikTok Spark Ads authorization codes, Meta branded content permissions, and similar platform-specific authorizations) for the longest grant period each platform supports, and Vyro may periodically check your account settings to verify such permissions are active. Correctly-set permissions are a condition of participation in Client Campaigns that include paid amplification, and may be checked at join, at submission, periodically during the campaign, at content selection, and at the time of any boost. In connection with such paid amplification, you may be eligible to receive a Whitelisting Payout as described in Section 8(d). Revocation (including expiration) of such permissions during a Client Campaign may result in forfeiture of accrued Payouts, removal from the Client Campaign, and/or other consequences as determined by Vyro in its sole discretion.