Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between you and Vues Technologies LLC, trading as 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 or affirmatively accepting these Terms through the Service, you agree to these Terms and acknowledge our Privacy Policy, which explains how we process personal data. If you do not agree to these Terms, 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, calculate and display amounts payable, collect payout destinations, and communicate payout requests and status. The Brand, not Vues, is responsible for paying the Clipper. Vues does not own, custody, receive, convert, exchange, or transmit the funds used for a Clipper’s Payout. 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, financial institution, or cryptocurrency exchange. We do not guarantee that any campaign, earnings, results, content, or Payout will be available, approved, or successful. This does not limit the rights expressly granted to Brands and Campaign Agencies under these Terms.

2. Definitions

• “Campaign” means an offer created by a Brand defining the content requirements, CPM rate, budget, and visibility.
• “Submission” means a link to a social media post that a Clipper submits to a Campaign.
• “Verified View” means a view of submitted content that Vues, in its reasonable discretion, determines to be genuine and eligible for payout.
• “Payout” means the amount payable to a Clipper by the Brand for Verified Views, calculated using the Campaign’s CPM rate.
• “Content” means any material you submit, post, or make available through the Service or in connection with a Campaign, including social media posts, links, footage, images, music, audio, graphics, and branding.
• “Campaign Agency” means an agency or other authorized intermediary engaged to arrange, manage, or administer the relevant Campaign on behalf of the participating Brand.
• “Protected Parties” means Vues, the participating Brand, each Campaign Agency involved in the relevant Campaign, and their respective officers, directors, members, employees, and agents.

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, Discord, or Apple) 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 activity under your account, including Content submitted or published by anyone you authorize to act through it. You must own or be authorized to manage each social-media account you use for a Campaign. 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 or Campaign Agency. 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. Clippers have no authority to bind Vues, a Brand, or a Campaign Agency. The Brand is solely responsible for paying amounts it owes to a Clipper under a Campaign. Vues does not withhold taxes on a Clipper’s behalf.

5. Clipper Submissions and Conduct

By joining a Campaign, you agree to these Terms and the Campaign rules presented to you before joining, including the content-rights obligations in Section 9 and indemnification obligations in Section 17.

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

• The Submission is a post published by you or with your authority on an account you own or are authorized to manage, genuinely promotes the Brand, and meets the Campaign’s stated requirements;
• You created the Content or have all necessary rights and permissions to use it as required by Section 9;
• Each Submission is unique, and you will not submit the same post to a Campaign more than once;
• You will keep the Content publicly accessible for the period required by the Campaign so that views can be verified, except where removal is required under Section 9 or applicable law; and
• The Brand, its Campaign Agency, 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. Vues maintains the administrative record used to calculate and display this amount, but the resulting payment obligation belongs to the Brand.

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 a Brand makes available through the Service, which may include cryptocurrency (such as USDT), PayPal, or Zelle. A payout request in the Service is an administrative instruction and does not itself move funds. The Brand is responsible for funding and authorizing each Payout. Payouts may be subject to minimum thresholds, verification, provider screening, and processing times.

Cryptocurrency payout destinations. If a Brand offers a cryptocurrency Payout, the Service only collects the external wallet address supplied by the Clipper and communicates it as the payout destination. The Brand controls its own wallet and authorizes a direct transfer to that external address using third-party wallet infrastructure provided by Privy. Privy and the relevant blockchain network execute the transfer under their applicable terms. Vues does not create or custody a wallet for the Clipper, hold private keys for the Clipper, or take possession of the transferred assets.

No exchange services. The Service does not allow users to buy, sell, trade, swap, or convert cryptocurrency, and Vues does not place exchange orders for users. Privy is used as wallet and transaction infrastructure for Brand-controlled wallets, not to provide users with a cryptocurrency exchange.

Errors, holds, and reversals. The Brand may delay or withhold an affected Payout while the Brand or Vues reasonably investigates suspected fraud, inauthentic engagement, a chargeback, a refund, or a violation of these Terms, including a content-rights complaint. Vues may place an administrative hold on the affected payout request or update the balance and status shown in the Service. A complaint alone does not establish a violation. Before a final adverse decision based on a disputed content-rights complaint, the Clipper will receive notice and a reasonable opportunity to provide evidence. Where a violation is reasonably substantiated, the Brand may deny or seek recovery of the Payout attributable to the affected Submission, to the extent permitted by law. A Campaign Agency may request investigation or action on the Brand’s behalf but does not acquire control of funds through these Terms. Unaffected, legitimately earned Payouts remain payable. Vues does not control or reverse a completed blockchain transaction. We are not liable for delays or errors caused by a Brand, Privy, another payment provider, a blockchain network, or incorrect payout details you provide.

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. Campaign and payout funds remain owned and controlled by the Brand, including when the Brand uses a Privy-managed wallet, and are not deposited with or custodied by Vues. We may require a Brand to demonstrate that sufficient funds have been reserved or are available before a Campaign goes live or remains active. Vues may charge a service fee, which will be disclosed to you; fees may change on notice. Brands are responsible for Payouts and for amounts affected by chargebacks or payment disputes, and we may suspend a Campaign or account if funding is insufficient or a dispute occurs. Except as required by law or expressly stated, Vues service fees are non-refundable.

A Brand or Campaign Agency supplying logos, branding, or other materials for a Campaign must have authority to supply and authorize their stated use and must clearly communicate any restrictions. Supplying those materials does not authorize a Clipper to combine them with third-party content for which the Clipper lacks the necessary rights.

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, the paying Brand or its payment provider may report Payouts to tax authorities and issue tax forms (such as a Form 1099) to eligible recipients. Vues may collect and share tax information with the responsible Brand or provider as needed to administer the Service and comply with law.

9. Content Ownership, Permissions, and License

Ownership and permissions. You retain ownership of Content you create, subject to any third-party rights. For every Campaign you join, you represent and warrant that you own or have obtained all rights, licenses, releases, and permissions needed to submit, publish, and use your Content for that Campaign and to grant the licenses in these Terms and the Campaign rules. Those permissions must cover the footage, images, music, sound recordings, and other material used, together with any necessary permissions relating to a person’s name, image, likeness, or performance.

Commercial use and branding. Your permissions must cover the intended paid promotional use, including clipping, editing, monetization, and adding or combining the Content with the Campaign’s authorized logos, branding, or messages. Permission for personal or non-commercial posting alone is not sufficient. You warrant that the authorized uses will not infringe any third party’s intellectual-property, privacy, publicity, or other rights or imply an unauthorized endorsement.

Your responsibility. As between you and the Protected Parties, you are responsible for obtaining, maintaining, and paying for the permissions required for Content you contribute throughout its authorized use. Approval, payment, or the supply of a logo by Vues, a Brand, or a Campaign Agency does not verify your rights or transfer that responsibility to them. You may use Campaign-supplied assets only as authorized; you are not responsible under this paragraph for ownership defects in assets supplied by a Protected Party for your authorized use unless you knew of the defect or used the assets outside that authorization. Nothing in this Section excludes a Protected Party’s own legal obligations.

Licenses. 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 administer the relevant Campaign. You grant the participating Brand and its Campaign Agencies a worldwide, non-exclusive, royalty-free license to access, review, and internally reproduce your Submissions for Campaign administration, reporting, compliance, and recordkeeping. Any further rights to publish, repost, edit, or use your Content in advertising must be set out in the Campaign rules accepted by you or separately agreed in writing. You waive, and must obtain any necessary waivers or consents concerning, moral rights only to the extent permitted by law and necessary for the authorized uses.

Evidence and takedown. You must retain evidence of the required permissions, provide it promptly on reasonable request, and immediately notify Vues if a required permission expires, is withdrawn, or is disputed. Vues may suspend an affected Submission while investigating. On notice from Vues, the participating Brand, or its Campaign Agency of a reasonably suspected rights violation, you must stop the affected use and remove or disable Content within your control without undue delay and no later than 24 hours after notice. You must reasonably cooperate with the investigation and any required takedown. Payout consequences are governed by Section 6.

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). Vues may mark a Submission ineligible, and the Brand may withhold the related Payout, if the required disclosure is missing.

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 you are not authorized to use or that 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, remove Content from the Service, and suspend or terminate accounts. We may mark amounts ineligible and adjust administrative payout records, and a Brand may withhold or seek recovery of an affected Payout, subject to the safeguards in Section 6 and applicable law.

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 and may delete your account through the account settings available in the Service. 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.

When your account is deleted, your access ends, we delete your account record, and we delete or de-identify associated personal data as described in our Privacy Policy. We may retain limited records of accepted Terms and Campaign rules, completed or disputed Payouts, tax and accounting matters, chargebacks, fraud prevention, content permissions, and legal claims where required or permitted by law. Account deletion does not alter completed transactions or outstanding obligations. Payout eligibility and recovery remain subject to Section 6, and legitimately accrued Payouts remain subject to verification and processing by the responsible Brand and payment provider. Sections that by their nature should survive, including those on content licenses and permissions, taxes, disclaimers, limitation of liability, indemnification, third-party enforcement, 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, third-party payout service, or Payout will be available. We are not responsible for disputes between Brands and Clippers, payment decisions or delays attributable to a Brand or third-party provider, or Content posted by users, except to the extent responsibility cannot lawfully be excluded.

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. This Section limits Vues’s liability; it does not cap your obligations under Section 17 or excuse a Brand from paying legitimately owed Payouts.

17. Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless the Protected Parties from third-party claims, damages, liabilities, judgments, settlements, and reasonable legal and professional costs arising from your Content, your unlawful or unauthorized use of the Service, your breach of these Terms or Campaign rules, your infringement of another person’s rights, or your failure to meet applicable advertising-disclosure, platform, or tax obligations. This includes claims concerning Content you publish with a Campaign logo or branding without the necessary permissions.

You must also reimburse the Protected Parties for reasonable, documented direct losses and costs caused by your breach of Section 9, including investigation, takedown, and remediation costs. There may be no double recovery for the same loss. These obligations do not apply to the extent a loss or claim results from the relevant Protected Party’s own breach of law or contract, negligence, willful misconduct, or use or modification of Content outside the rights granted.

A Protected Party seeking indemnification must promptly notify you of the claim, with a delay reducing your obligations only to the extent it materially prejudices the defense. You may control the defense using reasonably acceptable counsel and must provide a diligent defense; otherwise the Protected Party may defend the claim and recover reasonable costs to the extent covered by this Section. The Protected Party must reasonably cooperate at your expense and may participate with its own counsel at its own expense. You may not settle a claim that imposes an admission, payment, or other obligation on a Protected Party, or fails to fully release it, without its prior written consent. A Protected Party may not bind you to a settlement without your prior written consent, not to be unreasonably withheld or delayed.

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 support@vues.app 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 support@vues.app within 30 days of first accepting these Terms.

A Protected Party other than Vues seeking to enforce rights as a third-party beneficiary under Section 21 must do so subject to the same dispute-resolution procedures, exceptions, and any valid arbitration opt-out that would apply between you and Vues. For such a claim, notice must also be given to the relevant Protected Party or, where it initiates the claim, to you.

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. Nothing in these Terms deprives you of mandatory rights or protections that cannot lawfully be excluded under applicable law.

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. Where a change materially expands your content-rights, indemnification, or dispute-resolution obligations, we will require affirmative acceptance before you join a new Campaign or submit further Content under the revised Terms. Such changes apply prospectively and do not retroactively alter accrued rights or obligations. For other changes, your continued use after the stated effective date constitutes acceptance to the extent permitted by law.

21. General

These Terms and the applicable Campaign rules form the agreement governing your use of the Service and participation in Campaigns. Campaign rules supplement these Terms and do not waive the content-permission obligations or protections in Sections 9 and 17 unless the affected parties expressly agree otherwise in writing. The Privacy Policy explains our personal-data practices and is not a blanket consent to processing that requires separate consent.

The Protected Parties other than Vues are intended third-party beneficiaries of Sections 9 and 17 and may enforce those provisions directly against you, subject to Sections 18 and 19. This does not make Vues a party to the Brand’s payment obligations or make a Campaign Agency responsible for a Brand’s obligations merely because it benefits from these protections. An agency that is itself the contracting Brand remains responsible for its own Brand obligations.

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, to the extent permitted by law.

22. Contact Us

Questions about these Terms? Contact us at support@vues.app.