Terms of service for brands

Draft for legal review. Version 2026-10-draft-1, effective 19 October 2026. These terms become binding only once counsel has approved them; members will be asked to confirm the approved version.

1. Who we are and what these terms cover

ProvenReel is operated by Start Learn LLC, Limited liability company (Wyoming, USA), 3402, 1603 Capitol Avenue, Suite 413A, Cheyenne, WY 82001, United States of America ("ProvenReel", "we"). These terms govern the use of the ProvenReel platform by a brand, agency or other organization ("Brand", "you") and by the people acting for it. The marketplace rules and content standards, the acceptable use policy and the privacy policy form part of these terms. Where a Brand processes personal data of creators through the platform, the data processing agreement applies.

2. Accounts, organizations and authority

2.1 The person who creates an organization confirms that they are authorised to bind the Brand. Owners and admins may invite members, assign roles and transfer ownership; the Brand is responsible for every action taken under its workspace roles.

2.2 Members must be at least 18, provide accurate information and keep their credentials secure. Elevated roles may require two-factor authentication. One person may belong to several organizations and may also hold a creator profile; workspace data never crosses between them.

2.3 We may suspend an account or workspace that presents a security, fraud or legal risk, with a stated reason and a route to appeal.

3. The platform and our role

3.1 ProvenReel provides the workspace: briefs, discovery of creators, applications, offers, agreements, messaging, content review, licence records, attribution and reporting. We are not a party to the collaboration contract between a Brand and a creator unless an agreement states otherwise.

3.2 Whether ProvenReel acts as intermediary or as reseller for payments, who issues invoices and the allocation of liability are to be confirmed with counsel (decision D01/D07) and will be stated here before any paid feature is enabled.

3.3 Verification badges, scores and matching suggestions are informational. They do not guarantee a creator's identity, audience, reach or results.

4. Briefs, applications and agreements

4.1 A published brief is versioned. Applications and agreements refer to the exact brief version accepted. An offer states the deliverables, fee, currency, deadlines, revision allowance, usage rights (channels, territory, duration, organic or paid use, exclusivity) and disclosure requirements; nothing outside the written offer is binding.

4.2 Acceptance of an offer creates an agreement between the Brand and the creator. Amendments require acceptance by both parties and are recorded as new versions. Cancellation stages, kill fees and review windows follow the collaboration policy version shown on the agreement (to be decided, D08).

4.3 You must not use the platform to contact creators and then conclude the same collaboration outside it in order to avoid fees, where a fee applies (see section 6).

5. Content, rights and disclosure

5.1 Creators keep ownership of what they make unless the agreement transfers it. The Brand receives exactly the licence written in the agreement and must not exceed it (for example, running paid ads with content licensed for organic use only).

5.2 The Brand is responsible for the accuracy and lawfulness of its briefs, product claims and supplied materials, including health, nutrition and supplement claims that require substantiation. The marketplace rules list prohibited claims.

5.3 The Brand must ensure that published content carries the disclosures required by law in each market (for example "ad", "sponsored", "paid partnership") and must not instruct creators to omit them.

6. Fees, funding and payments

6.1 No fee is charged and no payment is collected until the commercial terms are published and the live pricing policy is enabled. When they are, the applicable fee version is recorded on each agreement and shown before any paid action.

6.2 Payments are processed by a payment provider (Stripe, when enabled). Funding an agreement, refund allocation and the handling of disputes follow the money terms shown at checkout. Amounts due to creators are released according to the release timing stated on the agreement.

6.3 Taxes: fees and amounts are stated exclusive of taxes unless shown otherwise; tax treatment per country is to be confirmed (D07).

7. Data protection

7.1 Each party complies with the data protection laws that apply to it. Our privacy policy explains how we process personal data as controller. Where the Brand determines the purposes of processing creator data inside its workspace (for example its CRM contacts), the Brand is controller and ProvenReel processes on its instructions under the data processing agreement.

7.2 The Brand must not export creator contact details to send unsolicited communications outside the platform's published outreach mechanisms.

8. Confidentiality

Information marked confidential or that a reasonable person would treat as confidential (briefs before publication, product access instructions, fees, private notes) must be kept confidential by both parties, except where disclosure is required by law.

9. Availability, support and changes

9.1 During the pilot the platform is provided without an availability commitment; a status page reports current health. We give reasonable notice of material changes to the platform or these terms and ask you to accept a new version before continuing to use paid features.

9.2 We may update the marketplace rules to address new risks; material changes are notified in the workspace.

10. Warranties and liability

10.1 The platform is provided "as is" during the pilot. We do not warrant that creators will apply, that content will perform, or that attribution data is complete.

10.2 Limitation of liability — to be drafted with counsel. Nothing in these terms limits liability that cannot be limited by law, including for fraud, wilful misconduct or death or personal injury caused by negligence.

11. Term, suspension and termination

You may close your organization at any time from the workspace settings; existing agreements, financial records and audit records are retained as described in the privacy policy. We may terminate for material breach with notice, or immediately for fraud, unlawful content or security abuse.

12. Governing law and disputes

Governing law: [Governing law — to be confirmed by the founder]. Venue: [Venue — to be confirmed by the founder]. Consumers in the EU/EEA keep the protection of mandatory rules of their country of residence. Before court proceedings the parties try to resolve disputes through the platform's case process and, failing that, through a good-faith discussion within 30 days.

13. Contact

Start Learn LLC, 3402, 1603 Capitol Avenue, Suite 413A, Cheyenne, WY 82001, United States of America. Legal: hello@provenreel.com. Support: hello@provenreel.com.