Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between you and Vues (“Vues,” “we,” “us,” or “our”) and govern your access to and use of the Vues website at vues.app, our applications, and related services (together, the “Service”). Please read them carefully. By creating an account, clicking “Continue,” or otherwise accessing or using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated here by reference. If you do not agree, do not use the Service.

These Terms contain a binding arbitration agreement and a class-action waiver in Section 18. They affect your legal rights. Please review them carefully.

1. Who We Are and What Vues Does

Vues is an online marketplace that connects two types of users: Brands(also called “Enterprise” users — businesses and agencies that run marketing campaigns) and Clippers(also called “Creators” — individuals who create and post social media content). Brands launch campaigns with a budget and a cost-per-thousand-views (“CPM”) rate. Clippers post content promoting the Brand to social platforms such as TikTok, Instagram, YouTube, and X, submit the link to the campaign, and earn a payout based on the verified views their content receives.

Vues is a neutral venue and intermediary. We provide the technology that lets Brands and Clippers find each other, track performance, and process payouts. We are not a party to the agreement between a Brand and a Clipper, we do not employ Clippers, and we are not an advertising agency, talent agency, or financial advisor. We do not guarantee that any campaign, earnings, results, or content will be available, approved, or successful.

2. Definitions

• “Campaign” — an offer created by a Brand defining the content requirements, CPM rate, budget, and visibility.
• “Submission” — a link to a social media post that a Clipper submits to a Campaign.
• “Verified View” — a view of submitted content that Vues, in its reasonable discretion, determines to be genuine and eligible for payout.
• “Payout”— the amount payable to a Clipper for Verified Views, calculated using the Campaign’s CPM rate.
• “Content” — any material you submit, post, or make available through the Service, including social media posts and links.

3. Eligibility and Accounts

You must be at least 18 years old (or the age of majority in your jurisdiction, whichever is greater) and able to form a binding contract to use the Service. If you use the Service on behalf of a company or other organization, you represent that you are authorized to bind that entity to these Terms.

Accounts are created through third-party sign-in (Google or Discord) via our authentication provider. You agree to provide accurate information, to keep it current, and to keep your login credentials secure. You are responsible for all activity under your account. You may maintain only one account, and you may not create accounts by automated means or operate multiple accounts to circumvent these Terms. We may require identity, tax, or payout-information verification as a condition of using certain features, including receiving Payouts.

4. The Relationship Between Users

Clippers are independent contractors. Nothing in these Terms or in your use of the Service creates an employment, agency, partnership, joint-venture, or fiduciary relationship between you and Vues, or between a Clipper and a Brand. Clippers control the means and methods of creating their content, are free to provide services to others, and are not entitled to any employee benefits. Vues does not withhold taxes on a Clipper’s behalf.

5. Clipper Submissions and Conduct

When you submit content to a Campaign, you represent and agree that:

• The content is your own original post that genuinely promotes the Brand and meets the Campaign’s stated requirements;
• Each Submission is unique — you will not submit the same post to a Campaign more than once or submit content that is not genuinely yours;
• You will keep the content publicly accessible for the period required by the Campaign so that views can be verified; and
• The Brand and Vues may approve or reject any Submission, and a rejected or non-compliant Submission is not eligible for a Payout.

6. Payments, Verified Views, and Payouts

Calculation.A Clipper’s Payout for a Submission is calculated as the number of Verified Views divided by 1,000, multiplied by the Campaign’s CPM rate, and accrues until the Campaign’s budget cap or end date is reached.

Verified Views are determined by Vues. View counts and engagement metrics are obtained from the relevant social platforms and from our own tracking, which controls over any other count. We determine, in our reasonable discretion, which views are genuine and eligible for payout. Views generated by bots, scripts, automation, click farms, purchased or incentivized traffic, or any other artificial or fraudulent means do not count and are not compensable.

Payout methods and timing. Payouts are made through the methods we make available, which may include cryptocurrency (such as USDT), PayPal, or Zelle, and are processed by third-party payment providers whose terms apply to the transaction. Payouts may be subject to minimum thresholds, verification, and processing times. We are not liable for delays or errors caused by a payment provider, blockchain network, or incorrect payout details you provide.

Holds, reversals, and set-off. We may withhold, delay, reverse, or claw back any Payout, and set off amounts you owe us, where we reasonably suspect fraud, inauthentic engagement, a chargeback, a refund, or a violation of these Terms.

No guarantee of earnings. Vues does not promise any particular level of views, Campaign availability, or earnings.

7. Brand Campaigns, Funding, and Fees

Brands are responsible for funding their Campaigns and for the accuracy of their Campaign terms. We may require a Campaign to be funded before it goes live, and Campaign funds may be held until views are verified and any disputes are resolved. Vues may charge a service fee, which will be disclosed to you; fees may change on notice. Brands are responsible for amounts reversed through chargebacks or payment disputes, and we may suspend a Campaign or account in connection with a chargeback. Except as required by law or expressly stated, fees and funded amounts are non-refundable.

8. Taxes

You are solely responsible for determining and paying any taxes that apply to your use of the Service, including income from Payouts. Vues does not withhold taxes. As a condition of receiving Payouts, Clippers may be required to provide tax information (such as a Form W-9 for U.S. persons or a Form W-8 for non-U.S. persons). Where required by law, we or our payment providers may report Payouts to tax authorities and issue tax forms (such as a Form 1099) to eligible recipients.

9. Content Ownership and License

You retain ownership of the Content you create. By submitting Content through the Service, you grant Vues a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to host, store, reproduce, display, and use that Content and your name, handles, and related metrics as needed to operate, provide, and promote the Service and to administer the relevant Campaign. You also grant the participating Brand the rights to the Content described in that Campaign’s terms. You waive moral rights in the Content to the extent permitted by law.

You represent and warrant that you own or control all rights in your Content, that it does not infringe or violate any third party’s rights, and that you have all rights necessary to grant these licenses.

10. Advertising Disclosures and Sponsored Content

Content submitted to a Campaign is sponsored, paid promotion. You are responsible for clearly and conspicuously disclosing your material connection to the Brand on every post in accordance with applicable law, including the U.S. Federal Trade Commission’s Endorsement Guides (for example, using “#Ad,” “Sponsored,” or a “Paid partnership” label). We may withhold a Payout or remove a Submission that does not include a required disclosure.

11. Third-Party Social Platforms

You must comply with the terms of service and policies of every social platform you use, including their rules on branded content, disclosures, and prohibited engagement. Vues is not affiliated with, endorsed by, or sponsored by TikTok, Instagram, YouTube, X, or any other platform, and we are not responsible for their actions, including removal of your content or account or changes to their APIs or metrics.

12. Acceptable Use

You agree that you will not:

• Use bots, scripts, click farms, view bots, automation, or purchased or incentivized traffic, or otherwise inflate, manipulate, or fake views or engagement;
• Create fake or duplicate accounts, operate multiple accounts to evade limits, or submit content that is not genuinely your own or does not genuinely promote the Brand;
• Post or submit content that is illegal, infringing, defamatory, hateful, harassing, sexually explicit, or that violates a social platform’s rules;
• Reverse engineer, scrape, overload, or interfere with the Service, circumvent its security, or introduce malware; or
• Use the Service for any unlawful or fraudulent purpose.

We may investigate suspected violations and, in our discretion, deny or reverse Payouts, remove content, and suspend or terminate accounts.

13. Our Intellectual Property

The Service, including its software, design, text, graphics, logos, and the “Vues” name and marks, is owned by Vues or its licensors and is protected by intellectual property laws. We grant you a limited, revocable, non-exclusive, non-transferable license to use the Service for its intended purpose. You may not use our marks without our prior written permission.

14. Termination and Suspension

You may stop using the Service at any time. We may suspend or terminate your access, with or without notice, if you violate these Terms, if we reasonably suspect fraud or unlawful activity, to comply with law, or to protect the Service or other users. On termination, your right to use the Service ends; balances earned through fraud or in violation of these Terms may be forfeited, and legitimately accrued Payouts remain subject to verification. Sections that by their nature should survive — including those on content licenses, taxes, disclaimers, limitation of liability, indemnification, and dispute resolution — will survive termination.

15. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.We do not warrant that the Service will be uninterrupted, secure, or error-free, that view metrics or earnings estimates are accurate, or that any Campaign or Payout will be available. We are not responsible for disputes between Brands and Clippers or for content posted by users.

16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, VUES AND ITS OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICE.OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID OR PAYOUTS YOU RECEIVED THROUGH THE SERVICE IN THE 12 MONTHS BEFORE THE CLAIM AROSE, OR (B) ONE HUNDRED U.S. DOLLARS ($100).Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

17. Indemnification

You agree to defend, indemnify, and hold harmless Vues and its officers, employees, and agents from and against any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of or related to your Content, your use of the Service, your violation of these Terms or of any law (including advertising-disclosure and platform rules), your taxes, or your infringement of any third party’s rights.

18. Dispute Resolution and Arbitration

Please read this section carefully — it affects your rights. Before filing a claim, you agree to first contact us at vlad@sludge.ai and try to resolve the dispute informally for at least 30 days.

YOU AND VUES AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, AND NOT IN COURT, EXCEPT AS STATED BELOW.YOU AND VUES WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION.

Arbitration will be administered by a recognized arbitration provider under its consumer rules. This arbitration agreement does not prevent either party from bringing an individual claim in small-claims court or from seeking injunctive relief to protect intellectual property, and it does not apply to claims that, by law, cannot be compelled to arbitration (including, under U.S. law, claims of sexual assault or sexual harassment). You may opt out of this arbitration agreement by emailing vlad@sludge.ai within 30 days of first accepting these Terms.

19. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Subject to Section 18, the state and federal courts located in Delaware will have exclusive jurisdiction over any dispute not subject to arbitration.

20. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide notice through the Service or by email and update the “Last updated” date above. Your continued use of the Service after the changes take effect means you accept the revised Terms.

21. General

These Terms, together with the Privacy Policy, are the entire agreement between you and Vues regarding the Service. If any provision is found unenforceable, the remaining provisions stay in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them. We are not liable for delays or failures caused by events beyond our reasonable control.

22. Contact Us

Questions about these Terms? Contact us at vlad@sludge.ai.