Terms of Service

1. Agreement to these Terms

These Terms of Service ("Terms") are a binding agreement between you and Verge Clips, Inc., a Delaware corporation, which operates Seenfold. In these Terms, "Seenfold," "we," "us," and "our" mean Verge Clips, Inc. They govern your access to and use of the Seenfold platform, websites, and services (together, the "Service"). Please read them carefully, together with our Content Policy, Privacy Policy, and Transparency & Disclosure page, which are incorporated by reference.

By creating an account, funding a Market, accepting a Clipper assignment, or otherwise using the Service, you agree to these Terms. If you do not agree, do not use the Service. If you use the Service on behalf of an organization, you represent that you are authorized to bind that organization, and "you" includes that organization.

2. What Seenfold Is (and Is Not)

In plain language: Seenfold selects topics and puts them in front of more people, and you pay a published rate to have independent creators earn real views for one of them. You are buying a service, not making an investment.

Seenfold is an attention market. Seenfold creates and publishes each "Market": a topic we have selected to distribute, listed in one of the categories shown on the site. Selecting a topic is not an endorsement of it. Anyone may suggest a topic to us, but suggesting one does not create a Market and does not obligate us to publish it. A person or organization (a "Backer" or "Funder") funds a published Market. Seenfold pays independent creators ("Clippers") to make short-form videos for platforms such as TikTok, Instagram Reels, and YouTube Shorts that earn real views for that Market.

When you fund a Market, you are purchasing a service: the creation and distribution of content and the views it earns. To be clear and without limitation:

• Seenfold is not an investment. There is no financial return, no profit, no interest, no dividend, and no appreciation of any kind.
• A contribution to a Market is not a security, an offering, or an ownership interest, and it confers no equity, revenue share, or resale or redemption right. Backers receive no payout.
• Seenfold is not a prediction market and not a trading market. We do not offer contracts, wagers, or positions whose value changes with any outcome, and nothing on Seenfold can be bought or sold for gain.
• Seenfold is not gambling. Outcomes do not depend on chance, and no prize is awarded.
• Seenfold is not a bank, money transmitter, or payment service, and does not provide banking or stored-value services. Payments are processed by Stripe, as described in Section 5.

You agree not to describe, market, or use the Service as any of the above.

3. Eligibility and Accounts

You must be at least 13 years old to use the Service. If you are under 18, you may use the Service only with the involvement of a parent or legal guardian, and you may fund a Market only with their permission and using a payment method you are authorized to use. Where a minor uses the Service, the parent or guardian accepts these Terms on their behalf and is responsible for their activity. Clippers who receive payouts must be at least 18 years old. You may not use the Service if you are located in, ordinarily resident in, or organized under the laws of any country or region subject to comprehensive sanctions, or if you appear on any applicable sanctions or restricted-party list. Access may be restricted in certain jurisdictions.

You agree to (a) provide accurate, current, and complete information; (b) keep your account credentials secure and not share them; (c) maintain one account per person or organization unless we approve otherwise in writing; and (d) be responsible for all activity under your account. Notify us promptly at hello@vergeclips.com of any unauthorized use.

We may request additional information, and we may suspend, limit, or close an account, or hold or refund funds, if we detect fraud or sanctions risk, or if we are required to do so by law.

4. Markets and Funding

In plain language: we publish the topics, you choose one, you see an estimated number of views for your contribution at a published rate, and you pay that amount. The estimate is a good-faith projection, not a promise of an exact number.

Seenfold decides which Markets to publish and may add, change, pause, or remove a Market at any time. You may submit a topic for consideration through the Service. We are under no obligation to publish any submitted topic, and submitting one gives you no rights in any Market we later publish.

When you fund a published Market, you review the applicable pricing and authorize a contribution. Pricing is a flat, published rate per 1,000 views (a "CPM"). Before you fund, we show an estimated view count for your contribution based on that rate.

The estimated view count is a projection to help you understand what your contribution buys. It is not a guarantee of an exact number of views and may vary. What we do commit to is the CPM, the rate at which your funds convert into views as described in Section 6, and the refund of any funded views we do not deliver within the delivery window.

5. Payments

In plain language: you are charged the amount you chose, when you fund a Market, and our refund commitment is what stands behind it.

Payments are processed by Stripe. By funding a Market, you authorize Stripe and Seenfold to charge your selected payment method for the amount you chose to contribute. Your payment method is charged at the time you fund a Market. Verge Clips, Inc. is the merchant of record for your contribution.

How your contribution is protected. Your protection is contractual: if we do not deliver the views your contribution paid for within the window described in Section 6, we refund the undelivered portion. That obligation is what stands behind your payment.

Taxes. You are responsible for any taxes associated with your use of the Service, other than taxes on our net income. Clippers are responsible for their own taxes on payouts they receive and for providing any required tax documentation.

6. Delivery, Measurement, and Refunds

In plain language: we count the views the videos made for your Market actually earn, and anything we have not delivered within 30 days of your purchase is refunded to you.

What counts. We count views earned by videos posted for your Market, measured from the time each video is posted. You are not charged for reach a video had before it was made for the Market you funded.

Measurement. We measure views using the counts reported by the platforms where the videos are posted, together with our own checks for inauthentic activity. We determine delivered counts in good faith, and those determinations govern delivery and payouts. Platform-reported figures can be restated by the platforms themselves, and we are not responsible for their reporting.

30-day refund commitment. If we have not delivered the views your contribution paid for within 30 days of your purchase, we refund the undelivered portion to your original payment method. You do not need to file a claim, submit a form, or request the refund. Refunds cover the undelivered portion of your contribution and are issued through Stripe, which may take additional time to appear on your statement depending on your bank or card issuer.

No return once delivered. Views that have been delivered are final and are not refundable, because the service you paid for has been provided. Delivered attention cannot be recalled or resold.

7. Roles of Backers and Clippers

Backers fund Markets. Clippers are independent creators, not employees, agents, partners, or representatives of Seenfold, and they exercise their own editorial and creative judgment within our Content Policy and disclosure rules. Nothing in these Terms creates an employment, joint venture, or agency relationship.

Seenfold is not the speaker. Content produced by Clippers reflects their views and the topic of the Market. It does not represent Seenfold's endorsement of any person, cause, product, or position, and funding a Market does not make a Backer the author of any video. Seenfold provides the marketplace, review, payments, and measurement infrastructure.

Clippers agree to additional creator terms, including payout, verification, tax, and conduct requirements, and are paid only for views delivered through the Service.

8. Content Standards and Review

All Markets and videos must comply with our Content Policy, which sets out prohibited and restricted content. Markets are created or approved by Seenfold, and are reviewed against our Content Policy before they are published. We may decline, pause, modify the scope of, remove, or refund a Market or any video at our discretion, before or after it goes live, including where content violates our policies, applicable law, or a platform's rules.

Political and advocacy Markets are permitted, but they must be truthful, clearly disclosed as paid, and must not target, harass, or defame private individuals. We may require additional verification, labeling, or substantiation for advocacy content. Deceptive, fraudulent, or manipulative content is prohibited.

If we pause or remove a Market before delivery, undelivered funds are refunded as described in Section 6. Our review does not make Seenfold the author of any content, and we do not guarantee that content will remain available on any third-party platform.

9. Disclosure and Transparency Obligations

Clippers are responsible for complying with all disclosure requirements that apply to their posts, including applicable advertising and endorsement law and the branded-content rules of the platform they post on. Where a disclosure is used, Clippers must not remove, obscure, or misrepresent it, and Backers must not request that they do so. Political and advocacy Markets carry additional disclosure requirements set out in our Content Policy.

You agree that non-personal, aggregate information about a Market you funded, such as its category, funded amount, and delivered views, may be published on the Service and on our Transparency & Disclosure page. You choose whether your name is shown alongside your contribution. Personal details are handled in accordance with our Privacy Policy.

10. Intellectual Property and License

You retain ownership of the content, brand assets, and materials you submit ("User Content"). By submitting User Content, you grant Seenfold and its Clippers a worldwide, non-exclusive, royalty-free license to host, use, reproduce, modify, adapt, publish, and distribute that User Content as reasonably necessary to operate the Service and to produce and post videos for a Market you funded, subject to our Privacy Policy. You represent that you have the rights necessary to grant this license and that your User Content does not infringe the rights of others.

Scope and duration. This license lasts only as long as needed for the purposes above. If you delete User Content or close your account, the license ends, except that it continues for videos already published, for the period those videos remain posted, and for copies we must retain for legal, accounting, or dispute-resolution purposes. We will not use your User Content in advertising for the Service without your permission.

As between Seenfold and a Clipper, ownership and licensing of the videos produced are governed by the applicable creator terms. Backers do not acquire ownership of Clipper videos by funding a Market.

The Seenfold and Verge Clips names, logos, and other marks are the property of Verge Clips, Inc. These Terms do not grant you any right to use them without our prior written permission. All rights not expressly granted are reserved.

11. Prohibited Uses

You agree not to, and not to help or permit anyone to:

• engage in fraud, deception, or misrepresentation, including impersonation or false claims about a Market;
• manipulate views or engagement, including bots, click farms, artificial or incentivized traffic, or any attempt to inflate delivered counts;
• circumvent, tamper with, or reverse-engineer our measurement systems, or otherwise interfere with accurate measurement;
• use the Service for money laundering, terrorist financing, sanctions evasion, or other illegal financial activity;
• scrape, harvest, or bulk-extract data from the Service, or access it through automated means, except as we expressly permit;
• upload malware, breach security, or gain unauthorized access to accounts or systems;
• fund or produce content that is unlawful, or that violates our Content Policy or the rules of any third-party platform.

Violations may result in suspension or termination of your account, forfeiture or refund of funds as appropriate, and reporting to authorities.

12. Copyright Complaints

We respect intellectual property rights and expect users of the Service to do the same. If you believe content made available through the Service infringes your copyright, send a written notice to hello@vergeclips.com including: (a) your physical or electronic signature; (b) identification of the copyrighted work you claim is infringed; (c) identification of the material you claim is infringing and enough detail for us to locate it; (d) your contact information; (e) a statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf.

If we remove content in response to a notice, we will make a reasonable effort to notify the person who supplied it, who may submit a counter-notice. We terminate the accounts of repeat infringers in appropriate circumstances. Misrepresenting that material is infringing may expose you to liability for damages.

13. 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, to the fullest extent permitted by law.

We do not warrant that the Service will be uninterrupted, error-free, or secure, or that any estimated view count will be met exactly. We make no guarantee of any specific outcome, including any particular level of reach, engagement, public sentiment, reaction, or real-world effect resulting from a Market. Attention is not opinion, and views do not imply agreement.

The Service depends on third-party platforms (such as TikTok, Instagram, and YouTube) and providers (such as Stripe) that we do not control. We are not responsible for their availability, policies, measurement, actions, or decisions, including the removal or throttling of content.

Nothing in these Terms excludes or limits any right or remedy you have under applicable law that cannot lawfully be excluded or limited.

14. Limitation of Liability

To the fullest extent permitted by law, Seenfold and its officers, directors, employees, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business opportunity, arising out of or relating to the Service or these Terms, even if advised of the possibility of such damages.

To the fullest extent permitted by law, our total aggregate liability arising out of or relating to the Service or these Terms will not exceed the greater of (a) the total amount you paid us for the specific Market giving rise to the claim in the twelve months before the event, or (b) one hundred U.S. dollars. This cap does not limit our obligation to pay any refund owed to you under Section 6, which we will honor in full. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

15. Indemnification

You agree to indemnify, defend, and hold harmless Seenfold and its officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your User Content; (b) your use of the Service; (c) your violation of these Terms, our Content Policy, or applicable law; or (d) your infringement or violation of the rights of any third party. This does not apply to claims arising from the content of a Market we created and published, or from our own conduct. We may assume the exclusive defense of any matter subject to indemnification, and you agree to cooperate.

16. Governing Law, Arbitration, and Class-Action Waiver

These Terms are governed by the laws of the State of Delaware, USA, where Verge Clips, Inc. is incorporated, without regard to its conflict-of-laws rules.

Informal resolution first. Before starting a formal proceeding, you agree to contact us at hello@vergeclips.com and give us at least 30 days to resolve the dispute informally and in good faith. Many issues can be resolved this way.

Binding arbitration. If we cannot resolve a dispute informally, you and Seenfold agree that any dispute arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration on an individual basis, rather than in court, except that either party may bring an individual claim in small-claims court or seek injunctive relief for intellectual property or unauthorized-access matters.

Class-action waiver. You and Seenfold agree that claims may be brought only in an individual capacity, and not as a plaintiff or class member in any class, collective, or representative proceeding. The arbitrator may not consolidate more than one person's claims. If this waiver is found unenforceable as to a particular claim, that claim must proceed in court, but the rest of this section still applies.

17. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice, such as by posting the updated Terms with a new effective date or notifying you through the Service. Changes are not retroactive and do not alter the delivery or refund treatment of contributions already made. Your continued use of the Service after changes take effect means you accept the revised Terms. If you do not agree, stop using the Service.

18. Contact

Seenfold is operated by Verge Clips, Inc., a Delaware corporation. Questions about these Terms or the Service can be sent to hello@vergeclips.com. For related policies, see our Content Policy, Privacy Policy, and Transparency & Disclosure page.