Zigtop Terms of Service

DRAFT — requires review by qualified legal counsel before publication; not legal advice. Before publishing, the following must be completed by the operator: the registered legal entity name and address, and the effective date. Items still shown in [square brackets] are unfilled.

Effective date: [EFFECTIVE DATE]

Provider: [COMPANY LEGAL ENTITY] ("Zigtop", "we", "us", "our")

These Terms of Service ("Terms") govern your access to and use of the Zigtop influencer-marketing marketplace (the "Platform"), where brands hire verified creators to run content campaigns and payments are held in escrow. By creating an account or using the Platform, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Platform.

1. Definitions

Brand — a user who posts campaigns and hires creators.
Creator — a user who applies to and delivers content for campaigns.
Campaign — a Brand listing describing work, with budget type cash or gifted (product).
Collaboration — an accepted engagement between a Brand and a Creator.
Deliverable — content submitted by a Creator to fulfill a Collaboration.
Escrow — funds a Brand deposits and Zigtop holds until release conditions are met.
Gifted campaign — a campaign whose budget is a product rather than cash; it does not use escrow.

2. Eligibility

You must be at least 18 years old.
Provide accurate information and keep it current.
One account per person or legal entity.
Brands may be subject to KYB (§4); creators to KYC.
You are responsible for your credentials and all activity under your account.

3. Accounts, roles, and verification

Users hold a brand or creator role. Creators complete a KYC (identity + payout) set. Social accounts may be verified through our ladder — self-declaration, a one-time bio-code placed in the account's public profile, and, where available, official-API verification (e.g. YouTube's public Data API) or OAuth. Verified statistics carry a provenance label. We do not scrape platforms; verification runs in background processes using only official APIs and public data.

4. Brand verification (KYB) — soft, risk-based gate

A Brand can run its first cash campaign with only a company name and logo — no upfront KYB. Full KYB becomes mandatory before proceeding past any of these triggers:

Cumulative spend threshold — lifetime paid deposits exceed a configured ceiling.
Posting a gifted campaign — gifted runs without escrow (§8).
Any request carrying legal/tax weight — e.g. a formal invoice cannot be issued to an unverified entity.

KYB documents are admin-reviewed, kept confidential, and never displayed to counterparties.

5. Campaign and collaboration lifecycle

A Brand posts a campaign with a brief, budget, and budget type.
Creators submit proposals; a Brand accepts one to form a collaboration.
A Brand may re-hire/expand by cloning a campaign.
Collaborations move through submission, review, and completion (§6).
Campaigns may close automatically on expiry.
You are responsible for the accuracy of your briefs/proposals and for performing what you agree to.

6. Deliverables, revisions, and approval

A Creator submits a deliverable for review.
The Brand may approve or request a revision, subject to a cap on revisions.
Auto-approval / auto-release. If the Brand does not act within the review window, the deliverable may be auto-approved and payment auto-released from escrow under standard timers (up to 7 days for brand review / auto-release).
Compliance hold. After approval, a deliverable may be placed on a compliance hold of up to 48 hours while we verify advertising/disclosure compliance. During a hold, the auto-approve/release clock is paused (not reset); elapsed time resumes on release. Holds are cleared by compliance review, not auto-cleared on breach; unresolved holds are escalated.
Approval (including auto-approval) triggers escrow release subject to §§8–9.

7. Fees and take-rate

Zigtop charges a service fee / take-rate, disclosed before you commit to a paid engagement, deducted from escrowed funds at release or as disclosed. Payment-processor fees may also apply. We may change fees prospectively with notice; changes do not apply retroactively to funds already in escrow.

8. Escrow model

For cash campaigns, the Brand deposits the amount, held in escrow through Stripe/PayPal.
Escrow release is all-or-nothing per deliverable and idempotent — a release occurs once, never duplicated.
Funds are released on approval (including auto-approval) or per dispute resolution (§11).
Gifted campaigns do not use escrow — the "budget" is the product; no cash is held/released by the Platform. Gifted bypasses the escrow checkpoint, so it is subject to additional controls (§9) and requires KYB (§4).
Zigtop holds escrowed funds as an intermediary and is not a bank; funds are handled through regulated payment processors.

9. Gifted campaigns, disclosure, and taxes

Anti-abuse limits. Caps on active gifted campaigns per brand, one gifted collaboration per brand–creator pair per calendar month, and a sanity ceiling on declared product value. Gifted campaigns list publicly only after admin approval; reviews from gifted-only work are weighted differently until the creator has ≥1 paid collaboration.
Advertising disclosure (FTC-style). Creators must clearly and conspicuously disclose material connections when posting sponsored/gifted content (e.g. #ad, #sponsored, gifted-product disclosure), per applicable advertising rules and platform requirements. Failure to disclose is a breach.
Tax responsibility. You are solely responsible for determining, reporting, and paying any taxes arising from your use of the Platform, including income from paid collaborations and the value of gifted products. Zigtop does not provide tax advice. Where a Brand requests a formal tax/invoice document, KYB is a precondition (§4).

10. Non-circumvention (no off-platform deals — 12 months)

The Platform's value depends on transactions happening on the Platform, where escrow, disclosure, moderation, and dispute protection apply.
You will not, for twelve (12) months from your last interaction with a counterparty introduced through the Platform, solicit, arrange, invoice, or complete off-platform any engagement of the type facilitated by the Platform, to avoid fees or Platform protections. Applies globally.
Attempts to move a conversation off-platform are detected by our moderation systems (§13) and reinforced by the non-circumvention terms in our master agreement.
Remedies. On breach we may suspend your account and offset amounts owed (including from pending payouts) to recover fees and losses caused. These remedies compensate Zigtop for lost fees and enforcement costs; they are not a penalty and do not represent Platform revenue that would otherwise have been earned.

11. Disputes and arbitration

Platform dispute resolution. Either party may open a dispute over a deliverable or payment. Trust & Safety arbitrates using an evidence bundle (chat log, deliverable history, transaction records). While open, related escrowed funds/records are held and retention holds apply.
Outcome. Release, partial release, or refund of escrowed funds, per the Platform's dispute rules.
Binding arbitration. Except as stated below, any dispute between you and Zigtop that is not resolved through the Platform process will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (or Commercial Rules where you are acting as a business), before a single arbitrator. The seat of arbitration is Wilmington, Delaware, USA. The arbitrator decides all issues except that a court decides the enforceability of the class-action waiver below. Judgment on the award may be entered in any court of competent jurisdiction.
Individual basis only; class-action waiver. Claims must be brought only in your individual capacity, not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. You and Zigtop each waive any right to a jury trial. If this class-action waiver is held unenforceable as to a particular claim, that claim — and only that claim — is severed from arbitration and heard in court.
Your right to opt out of arbitration. You may opt out by sending written notice to legal@zigtop.com within 30 days of first accepting these Terms, stating your name, account email, and a clear statement that you decline arbitration. Opting out affects nothing else in these Terms, and we will not retaliate for it.
Carve-outs. Either party may bring an individual action in small-claims court if it qualifies, and either party may seek injunctive or equitable relief in court for actual or threatened infringement of intellectual property or breach of the non-circumvention obligation in §10.
Costs and venue. AAA rules govern the allocation of filing and arbitrator fees; where those rules place a consumer filing fee on you, Zigtop will pay the excess above the equivalent court filing fee. Arbitration may be conducted by written submission, by video, or in person in the county where you reside, at your election.

12. Intellectual property and usage rights

Platform IP. The Platform, software, and branding are owned by Zigtop or its licensors; you receive a limited, non-exclusive, revocable license to use it.
Delivered content. Ownership and usage rights are governed by the usage-rights terms and statement of work (SOW) agreed per Collaboration, recorded and acknowledged (clickwrap) at agreement. Absent a contrary agreement, the Brand receives the usage rights in the SOW and the Creator retains all rights not expressly granted.
Your content license to Zigtop. You grant Zigtop a limited license to host, display, and process your content and messages to operate the Platform and meet moderation/evidence/legal obligations.
You represent you have the rights necessary to post content and grant these rights.

13. Chat moderation consent

You agree that: administrators can read all Platform messages for trust, safety, dispute, and enforcement; every message is automatically scanned; messages are not end-to-end encrypted; and message content may be used as evidence in disputes and enforcement. Details in the Privacy Policy and Chat Retention & Moderation Policy.

14. Prohibited conduct

You must not: (1) circumvent the Platform or take deals off-platform (§10); (2) exchange contact/payment details to avoid escrow, fees, or moderation; (3) post false, misleading, infringing, unlawful, or harmful content, or impersonate; (4) fabricate/manipulate metrics, reviews, or gift values, or farm reviews/gifts; (5) fail required advertising disclosures (§9); (6) create multiple/fraudulent accounts or misrepresent identity/business status; (7) scrape, reverse-engineer, overload, or bypass security; (8) use the Platform if under 18; or (9) use it for any illegal purpose. Violations may result in flagging, takedown, suspension, or termination.

15. Suspension and termination

We may suspend or terminate your account, with or without notice, for breach, risk to users/the Platform, or as required by law. You may close your account anytime. On termination: surviving obligations (§§9–12, 16–18) continue; open escrow and disputes are resolved before funds release; data is retained or anonymized per the Privacy Policy. We may offset amounts owed against pending payouts (§10).

16. Disclaimers

The Platform is provided "as is" and "as available." To the fullest extent permitted by law, Zigtop disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Zigtop is a marketplace and intermediary: we do not employ creators, do not guarantee the quality, legality, or outcome of any campaign/collaboration/content, and are not a party to the underlying brand–creator agreement. AI-assisted outputs carry no accuracy warranty and must be reviewed. Verified statistics reflect third-party data labeled by provenance; we do not guarantee ongoing accuracy.

17. Limitation of liability

To the fullest extent permitted by law, Zigtop and its affiliates are not liable for indirect, incidental, special, consequential, or punitive damages, or lost profits/revenue/data/goodwill. Zigtop's total aggregate liability will not exceed the greater of the total fees you paid Zigtop in the twelve (12) months before the event, or USD 100. Some jurisdictions do not allow certain limitations.

18. Indemnification

You will indemnify and hold harmless Zigtop and its affiliates from claims, damages, and expenses (including reasonable legal fees) arising from your content, your use of the Platform, your breach of these Terms, your failure to disclose, your tax obligations, or your violation of any law or third-party right.

19. Governing law

These Terms and any dispute arising out of them are governed by the laws of the State of Delaware, USA, and, where it applies, the Federal Arbitration Act, in each case without regard to conflict-of-laws principles and subject to the arbitration provisions in §11. Where arbitration does not apply, the state and federal courts located in New Castle County, Delaware have exclusive jurisdiction, and both parties consent to that venue.

Nothing in this section removes any right you have under the mandatory consumer-protection law of your country of residence. If such law gives you a right that cannot be waived by contract, that right prevails over this section to the extent of the conflict.

20. Changes to these Terms

We may update these Terms; material changes are posted with a revised effective date, and we notify you where required. Continued use after an update constitutes acceptance. If you do not agree to a change, stop using the Platform.

21. Copyright complaints (DMCA)

Zigtop responds to notices of alleged copyright infringement under the U.S. Digital Millennium Copyright Act. If you believe content on the Platform infringes a copyright you own or control, send a written notice to our designated agent at copyright@zigtop.com containing:

your physical or electronic signature;
identification of the copyrighted work claimed to be infringed;
identification of the material claimed to be infringing and enough detail for us to locate it (a direct link is best);
your address, telephone number, and email;
a statement that you have a good-faith belief the use is not authorised by the owner, its agent, or the law; and
a statement, under penalty of perjury, that the information in the notice is accurate and that you are the owner or authorised to act on the owner's behalf.

We will remove or disable access to material we determine in good faith to be infringing and notify the user who posted it. That user may submit a counter-notice to the same address. Under §512(g) of the DMCA we may restore the material 10–14 business days after forwarding a valid counter-notice unless the complainant notifies us that it has filed a court action. Repeat infringers have their accounts terminated. Knowingly making a material misrepresentation in a notice or counter-notice creates liability for damages under §512(f).

22. Notices and electronic communications

You consent to receive communications from us electronically — by email to the address on your account, or by notice posted in the Platform — and you agree that these satisfy any legal requirement that a communication be in writing. Keep your email address current; notice is effective when sent, whether or not you read it. Legal notices to Zigtop must be sent to legal@zigtop.com and, where a signed original is required, to the registered address published in our Legal Notice.

23. General provisions

Entire agreement. These Terms, the Privacy Policy, the Community Guidelines, and the Confidentiality & Embargo Policy are the entire agreement between you and Zigtop about the Platform, and supersede any prior understanding on that subject.
Severability. If any provision is held unenforceable, it is limited or removed to the minimum extent necessary and the rest remains in full force.
No waiver. Our failure to enforce a provision is not a waiver of it. A waiver is effective only if in writing and signed by us.
Assignment. You may not assign or transfer these Terms or your account without our prior written consent. We may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets, on notice to you.
Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, including natural disasters, war, civil unrest, labour disputes, government action, internet or utility failure, or the unavailability of a third-party platform's API.
No agency. Nothing here creates an employment, agency, partnership, or joint-venture relationship between you and Zigtop, or between Zigtop and any creator. Creators are independent of Zigtop and of the brands that hire them.
Third-party beneficiaries. These Terms create no rights for anyone who is not a party to them.
Survival. Sections on fees already incurred, non-circumvention, intellectual property, disclaimers, limitation of liability, indemnification, disputes and arbitration, governing law, and this section survive termination.
Language. These Terms are drafted in English. Translations are provided for convenience; if there is any conflict, the English version governs.
Export and sanctions. You may not use the Platform if you are subject to applicable sanctions or located in an embargoed territory, and you agree to comply with applicable export-control law.

24. Contact

General support — support@zigtop.com
Legal notices — legal@zigtop.com
Copyright / DMCA agent — copyright@zigtop.com
Privacy and data-rights requests — privacy@zigtop.com
Registered entity and address — [COMPANY LEGAL ENTITY], see our Legal Notice page.