These Terms and Conditions (“Agreement”) constitute a legally binding contract between you and Chell Technologies Ltd. (“Creators Market”, “we”, “us”, or “our”), the operator of the Creators Market platform accessible at creators-market.xyz. By creating an account or using the platform in any capacity, you agree to be bound by this Agreement in full.
If you do not agree to these terms, you must not access or use the platform. This Agreement applies to all users, including brands, content creators, and administrators.
1. Definitions
For the purposes of this Agreement, the following definitions apply:
- Platform: The Creators Market web application and all associated services operated by Chell Technologies Ltd. at creators-market.xyz.
- Brand: A registered company or individual that uses the Platform to discover creators and manage advertising campaigns.
- Creator: An individual content creator who registers on the Platform to apply for campaigns and reshare brand content.
- Campaign: A branded content initiative posted by a Brand, including a creative brief, budget, timeline, and target audience specifications.
- Ad Reshaping Score: A proprietary performance metric (0–100) calculated by Creators Market based on a Creator’s engagement quality, conversion performance, deliverable compliance, and campaign completion history.
- Resource: Any material value allocated by a Brand to a Creator, including but not limited to cash payments, product kits, and digital brand assets.
- Escrow: Funds held by Creators Market on behalf of a Brand pending successful completion and approval of campaign deliverables.
- Deliverable: Content produced by a Creator in fulfilment of a Campaign, submitted via the Platform for Brand review and approval.
- Commission: A percentage fee deducted by Creators Market from each transaction processed on the Platform.
2. Eligibility & Account Registration
2.1 Eligibility Requirements
- You must be at least 18 years of age to register and use the Platform.
- Brands must be duly registered legal entities or sole proprietors with legal authority to enter into binding contracts.
- Creators must be individuals who own and operate the social media accounts they link to their Platform profile.
- The Platform is currently available to users in Africa and select international markets. Creators Market reserves the right to restrict access by jurisdiction at any time.
- Users who have previously been suspended or banned from the Platform are not eligible to re-register without prior written approval from Creators Market.
2.2 Account Responsibilities
- You are responsible for maintaining the confidentiality of your login credentials. Creators Market is not liable for any loss resulting from unauthorised access to your account.
- You agree to provide accurate, current, and complete information during registration and to update this information as necessary.
- You may not create multiple accounts for the same entity or individual without prior written consent from Creators Market.
- Creators Market reserves the right to verify the identity of any user and to request supporting documentation at any time.
3.1 Permitted Use
The Platform may only be used for lawful commercial purposes consistent with this Agreement. Permitted uses include:
- Brands discovering and engaging content creators for legitimate advertising campaigns.
- Creators applying for campaigns, submitting deliverables, and receiving compensation.
- Both parties communicating through the Platform’s built-in messaging system.
- Accessing analytics and performance data related to your own account activity.
3.2 Prohibited Conduct
Users must not, under any circumstances:
- Submit false, misleading, or fabricated audience metrics, follower counts, or engagement data.
- Use automated bots, scripts, or third-party services to artificially inflate performance metrics.
- Circumvent the Platform by negotiating or completing campaigns outside of the Platform’s systems to avoid commissions.
- Share, sell, or transfer access to your account to any third party.
- Upload, distribute, or promote content that is defamatory, obscene, discriminatory, unlawful, or infringes on third-party intellectual property rights.
- Engage in any form of harassment, abuse, or threatening behaviour toward other users.
- Attempt to reverse-engineer, decompile, scrape, or extract data from the Platform without Creators Market’s written consent.
- Use the Platform to promote gambling, adult content, illicit substances, weapons, or any content prohibited under applicable law.
- Impersonate any person, brand, or entity, or misrepresent your affiliation with any organisation.
4. Campaigns & Deliverables
4.1 Brand Obligations
- Brands must provide a complete and accurate creative brief when creating a campaign, including target audience specifications, content guidelines, and timeline.
- Brands must deposit the full campaign budget into escrow before a campaign is made active and visible to Creators.
- Brands must review and respond to submitted Deliverables within 7 business days of submission. Failure to respond within this period will be deemed approval.
- Brands may not reject a Deliverable without providing written reasoning through the Platform’s messaging system.
- Brands agree not to use, distribute, or publish any content submitted by a Creator whose application has been rejected or whose Deliverable has not been formally approved.
- Brands are solely responsible for ensuring their campaign content complies with applicable advertising standards, consumer protection laws, and platform policies of any third-party social network.
4.2 Creator Obligations
- Creators must only apply to campaigns for which they meet the stated requirements.
- Creators agree to produce original content that adheres to the Brand’s creative brief and submit Deliverables within the agreed timeline.
- Creators must disclose any material connection to the Brand in their published content in accordance with applicable advertising disclosure laws (including but not limited to the FTC Disclosure Guidelines and equivalent local regulations).
- Creators may not submit Deliverables that have been produced by a third party without explicit disclosure and Brand consent.
- Creators retain creative ownership of their content but grant Brands a non-exclusive, royalty-free licence to share and promote approved Deliverables as specified in the campaign brief.
- Creators must keep brand briefs, campaign terms, and unpublished content confidential until the campaign is live.
5. Payments, Escrow & Commissions
- All financial transactions on the Platform are processed through Creators Market’s integrated payment partners (currently Flutterwave and Paystack). By using the Platform, you agree to the payment partner’s terms of service.
- Brand budgets are held in escrow upon campaign activation. Funds are released to Creators only upon Brand approval of Deliverables or automatic approval where the Brand has not responded within the 7-day review window.
- Creators Market charges a platform commission on each completed transaction. The current commission rate is disclosed in the Platform’s pricing page and may be updated with 30 days’ written notice to users.
- Creators will receive payouts to their verified mobile money account, bank account, or other registered payment method within 5–10 business days of Deliverable approval.
- Creators Market is not responsible for delays caused by third-party payment processors, banking institutions, or incorrect payment details provided by the user.
- All disputes regarding payment must be raised through the Platform’s dispute resolution system within 14 days of the relevant transaction.
- Creators Market reserves the right to withhold payouts pending investigation of suspected fraud, policy violations, or chargebacks.
- Taxes, levies, and duties applicable to earnings or transactions are the sole responsibility of the respective Brand or Creator. Creators Market does not provide tax advice.
6. Ad Reshaping Score & Resource Tiers
- The Ad Reshaping Score is a proprietary metric computed by Creators Market’s internal algorithm. It is calculated using engagement quality, conversion performance, on-time Deliverable submission, and Brand approval ratings.
- The Score determines a Creator’s resource tier (Gold, Silver, or Bronze), which influences the level of resources a Brand may choose to allocate to a Creator.
- Creators Market does not guarantee any minimum Score or tier level. Scores are updated after each completed campaign and may increase or decrease based on performance.
- Creators Market reserves the right to modify the scoring algorithm at any time. Material changes to the scoring methodology will be communicated via the Platform with 30 days’ notice.
- Any attempt to manipulate the Score through fraudulent means — including fake engagement, inflated metrics, or collusion — will result in immediate suspension and potential legal action.
- The Score is advisory only. Brands retain full discretion over which Creators they invite, accept, or reject regardless of Score.
7. Intellectual Property
- All Platform technology, design, software, trademarks, logos, and content created by Creators Market are the exclusive property of Creators Market Ltd. and are protected by applicable intellectual property laws.
- Creators retain ownership of original content they produce. By submitting a Deliverable, Creators grant Creators Market a non-exclusive, worldwide, royalty-free licence to display, promote, and use the content for Platform marketing purposes unless otherwise agreed.
- By submitting a Deliverable, Creators grant the relevant Brand a non-exclusive, royalty-free licence to use, share, and publish the content for the purposes described in the campaign brief.
- Users must not upload, post, or share content that infringes on any third party’s copyright, trademark, or other intellectual property rights.
- If you believe content on the Platform infringes your intellectual property rights, please contact us at legal@creators-market.xyz with supporting documentation.
8. Privacy & Data Protection
- Creators Market collects, stores, and processes personal data in accordance with its Privacy Policy, available at creators-market.xyz/privacy. By using the Platform, you consent to such processing.
- Creators Market implements industry-standard technical and organisational measures to protect user data against unauthorised access, loss, or disclosure.
- Users consent to receiving transactional communications, campaign notifications, and Platform updates via email, SMS, and in-app notifications. Marketing communications may be opted out of at any time.
- Creators Market does not sell personal data to third parties. Aggregated, anonymised data may be used for internal analytics and product development.
- Creators Market complies with the Nigeria Data Protection Act (NDPA) 2023 and other applicable African data protection regulations. Users in other jurisdictions should consult the Privacy Policy for applicable frameworks.
9. Suspension & Termination
- Creators Market reserves the right to suspend or terminate any user account at any time, with or without notice, for violations of this Agreement, fraudulent activity, or conduct detrimental to the Platform or its users.
- Users may terminate their account at any time by submitting a request through the Platform. Account deletion will be processed within 30 days, subject to the resolution of any outstanding campaigns, payments, or disputes.
- Upon termination, any outstanding escrow funds held on behalf of the terminated user will be handled in accordance with Creators Market’s dispute resolution policy.
- Creators Market may temporarily suspend access to the Platform for maintenance, security updates, or legal compliance. We will endeavour to provide advance notice where reasonably possible.
- Clauses relating to intellectual property, payment obligations, confidentiality, limitation of liability, and dispute resolution survive termination of this Agreement.
10. Limitation of Liability & Disclaimers
- The Platform is provided on an “as is” and “as available” basis. Creators Market makes no warranties, express or implied, regarding the Platform’s fitness for a particular purpose, availability, or uninterrupted operation.
- Creators Market is not a party to the contractual relationship between Brands and Creators. We act solely as a facilitating intermediary and are not responsible for the quality, accuracy, or legality of campaigns, content, or communications between users.
- To the maximum extent permitted by law, Creators Market’s total liability to any user for any claim arising from use of the Platform shall not exceed the total fees paid by that user to Creators Market in the 3 months preceding the claim.
- Creators Market is not liable for any indirect, incidental, consequential, special, or punitive damages arising from use of or inability to use the Platform, including loss of revenue, goodwill, data, or business opportunity.
- Creators Market does not guarantee that Creators will achieve any specific engagement, conversion, or revenue outcome from participation in campaigns.
11. Dispute Resolution
- In the event of a dispute between a Brand and a Creator, both parties must first attempt to resolve the matter in good faith through the Platform’s messaging system.
- If the dispute is not resolved within 14 days, either party may escalate it to Creators Market by submitting a formal dispute request through the Platform. Creators Market will review the evidence and issue a non-binding determination within 10 business days.
- For disputes involving withheld payments, Creators Market reserves the right to release, withhold, or refund escrow funds at its reasonable discretion following investigation.
- Any legal disputes between a user and Creators Market shall be governed by the laws of the Federal Republic of Nigeria. The parties submit to the exclusive jurisdiction of the courts of Lagos State, Nigeria.
- Nothing in this clause prevents either party from seeking urgent injunctive or equitable relief from a competent court.
12. Modifications to this Agreement
- Creators Market reserves the right to update or modify this Agreement at any time. Changes will be posted on the Platform and users will be notified via email.
- Material changes will be communicated with a minimum of 14 days’ notice before taking effect. Continued use of the Platform after the effective date constitutes acceptance of the revised terms.
- It is your responsibility to review this Agreement periodically. The most current version is always available at creators-market.xyz/terms.
13. General Provisions
- This Agreement constitutes the entire agreement between you and Creators Market with respect to the Platform and supersedes all prior agreements or understandings.
- If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect.
- Creators Market’s failure to enforce any right or provision of this Agreement does not constitute a waiver of that right or provision.
- You may not assign or transfer your rights or obligations under this Agreement without Creators Market’s prior written consent. Creators Market may freely assign this Agreement.
- This Agreement is written in English. In the event of any conflict between translated versions, the English version prevails.
For questions, legal notices, or support regarding this Agreement:
By using Creators Market, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.
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