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Version 1.0 · Effective 2026-06-09 · Governing law: Florida

Terms of Use

Version 1.0 · Effective date of this version: June 9, 2026

These Terms of Use ("Terms") are between you and Alun Creative LLC, a Florida limited liability company d/b/a Hypear ("Hypear," "we," "us," "our"). By creating an account, accepting these Terms online, or otherwise accessing or using the Hypear platform (the "Platform"), you accept these Terms. If you do not agree, do not access or use the Platform.

How these Terms are organized

These Terms have three parts, plus the per-project agreement you sign separately:

  • Part I — General Terms applies to everyone who uses the Platform, whether you act as a Brand, as a Creator, or both.
  • Part II — Brand Terms binds you when and to the extent you use the Platform as a Brand (a person or entity seeking AI-assisted creative work).
  • Part III — Creator Terms binds you when and to the extent you use the Platform as a Creator (an independent professional who produces AI-assisted creative work).
  • If you act in both roles, both Part II and Part III bind you in the role to which each applies.

In addition, each project you transact through the Platform is governed by a separate Project Agreement (Statement of Work, or "SOW") that you sign directly with the other party — Brand with Creator — using the Platform's template. Hypear is not a party to any Project Agreement. These Terms govern your relationship with Hypear; the Project Agreement governs the Brand–Creator relationship for that project.

Order of precedence. For the relationship these Terms govern (Brand↔Hypear and Creator↔Hypear): these Terms control over any conflicting term in a Project Agreement. As between a Brand and a Creator, the Project Agreement controls their relationship for that project. Within these Terms, a role-specific term in Part II or Part III controls over a conflicting general term in Part I as to that role. Where a defined term, policy, or document is incorporated by reference, these Terms control over a conflict in the incorporated item unless the incorporated item expressly states otherwise.

Defined terms used throughout these Terms — including "Brand," "Creator," "Hypear," "Platform," "Project Agreement" (or "SOW"), "Project Price," "Platform Fee," "Deliverable," "Confidential Information," and "Losses" — have the meanings given where they first appear and are used consistently across all three Parts.

PART I — GENERAL TERMS (all users)

1. About Hypear & these Terms

1.1 Operating entity. The Platform is operated by Alun Creative LLC, a Florida limited liability company doing business as Hypear. "Hypear AI" and "Hypear" refer to the same operating entity, Alun Creative LLC. The Platform includes hypear.ai and any related websites, applications, tools, and services.

1.2 What these Terms cover. These Terms govern your access to and use of the Platform, including discovery and connection between Brands and Creators, messaging, video meetings, the AI Agent, contract templates, and payment/escrow facilitation.

1.3 The three-part structure. As described above, Part I applies to all users; Part II applies to you as a Brand; Part III applies to you as a Creator.

1.4 The Project Agreement is separate. Each project is governed by a separate Project Agreement (SOW) entered into directly between the Brand and the Creator, using the Platform's template. Hypear is not a party to any Project Agreement. These Terms do not govern the Brand–Creator relationship; the Project Agreement does.

1.5 Acceptance. By creating an account, checking the acceptance box and selecting "Agree & continue" (or any equivalent affirmative action), or otherwise using the Platform, you accept these Terms and the Privacy Policy incorporated by reference (Section 16). Your acceptance is effective and binding as described in Section 19.

2. What Hypear is and is not

2.1 Hypear is a technology platform that helps Brands discover and connect with independent Creators who produce AI-assisted marketing and creative content, and provides supporting tools (messaging, video meetings, the AI Agent, contract templates, and payment/escrow facilitation).

2.2 Hypear is not a party to any Project Agreement between a Brand and a Creator. Hypear is not the author, producer, agency, employer, agent, partner, or service provider of any Deliverable; does not create, review, approve, edit, or curate any Deliverable; does not take title to or possession of any work product; and is not the representative of any Brand or Creator. Each project is a direct contract between the Brand and the Creator.

2.3 In connection with payments, Hypear acts only as a limited payment-collection agent and escrow administrator, through a licensed third-party payment processor, as described in Section 8 and Parts II and III. Acting in that limited capacity does not make Hypear a party to any Project Agreement, the seller or reseller of any Deliverable, a bank, a money-services business, or otherwise responsible for any user's performance.

3. Eligibility & accounts

3.1 Age and capacity. You must be at least 18 years old and legally capable of entering into a binding contract to use the Platform. This requirement applies to all users, whether you act as a Brand or as a Creator. By using the Platform you represent that you meet this requirement.

3.2 Authority to bind an entity. If you accept these Terms or use the Platform on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" refers to that entity. The Platform is for business use; you accept and act in a representative capacity, not individually (Section 19).

3.3 Account security. You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. Notify us immediately at support@hypear.ai if you suspect unauthorized access.

3.4 Accurate information. You must provide accurate, current, and complete information when you register and keep it up to date.

4. Acceptable use & prohibited conduct

4.1 This Section is the Platform's acceptable-use policy ("AUP"). You agree not to do, attempt, or enable any of the following, and not to permit anyone using your account to do so. You may not:

(a) use the Platform for any unlawful purpose or in violation of any applicable law, regulation, or third-party right;

(b) upload, post, transmit, or distribute content that is infringing, harmful, defamatory, obscene, hateful, deceptive, or otherwise unlawful, or that you do not have the rights to provide;

(c) misrepresent your identity, credentials, qualifications, affiliation, or authority, or impersonate any person or entity;

(d) scrape, crawl, harvest, index, or collect data or content from the Platform, or access the Platform through bots or other automated means, except as we expressly authorize in writing;

(e) circumvent, disable, or interfere with any access controls, authentication, rate-limiting, security, or usage-monitoring mechanism, or probe, scan, or test the vulnerability of the Platform or any related system or network;

(f) introduce or transmit any virus, malware, or other harmful or malicious code, or otherwise interfere with or disrupt the Platform's infrastructure, integrity, or security;

(g) fabricate engagement, reviews, endorsements, testimonials, metrics, or credentials, or present AI-generated material as human-authored work, or human-authored work as another person's, in a way that is false or misleading;

(h) copy, modify, adapt, translate, reverse engineer, decompile, or create derivative works from the Platform, or use the Platform or any data, content, templates, or know-how obtained through it to build, train, or operate a product or service that is competitive with or derivative of the Platform;

(i) harass, threaten, abuse, defame, or stalk any user or any Hypear personnel, or behave unprofessionally toward Brands, Creators, or other users in Platform communications; or

(j) circumvent the Platform to transact off-platform in breach of the no-circumvention obligations in Section B8 (Brands) or Section C7 (Creators).

4.2 We may investigate suspected violations of this Section and cooperate with law-enforcement authorities. Violation of this Section is a material breach of these Terms and grounds for suspension or termination under Section 13.

5. Your content & platform IP

5.1 Your uploaded content. You retain ownership of all original content you upload to the Platform, including portfolio items, samples, profile information, project materials, and messages ("User Content"). By uploading User Content you grant Hypear a non-exclusive, worldwide, royalty-free license to host, display, reproduce, transmit, and adapt your User Content solely as necessary to operate, maintain, secure, and improve the Platform and to provide the services to you. This license ends when you remove the User Content or delete your account, subject to Section 16 (retention and backups).

5.2 AI-assisted portfolio content. If your User Content includes work created with the assistance of AI tools, you represent that (a) you or your organization own or are licensed to use the resulting outputs; (b) uploading and displaying that work does not infringe any third-party right; and (c) you understand that intellectual-property rights in AI-generated outputs may be unsettled in some jurisdictions, and Hypear disclaims all liability for IP disputes arising from AI-assisted User Content you post.

5.3 Hypear IP. The Platform software, design, user interfaces, templates (including the Project Agreement template), documentation, the Hypear name and marks, and all Hypear-generated content are owned by Alun Creative LLC (or its licensors) and protected by copyright, trademark, trade-secret, and other laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its intended purpose while these Terms are in effect. You may not copy, modify, distribute, or create derivative works from the Platform except as expressly permitted (and subject to Section 4.1(h)). All rights not expressly granted are reserved.

5.4 Scope of this Section. This Section governs User Content you upload to the Platform (such as portfolio and profile content). Intellectual property in project Deliverables is governed by Part II (Section B6) and Part III (Section C3), not by this Section.

6. AI features & the Agent

6.1 Hypear provides an AI-powered assistant (the "Agent") to help users build profiles and portfolio content and to support Platform features. By using the Agent you acknowledge and agree that:

(a) your conversations with the Agent are transmitted to and processed by OpenAI, LLC under OpenAI's API usage policies, and Hypear is not responsible for OpenAI's data handling beyond Hypear's contractual obligations as an API customer;

(b) the Agent extracts structured facts ("memories") from your conversations and stores them in our database to personalize future sessions, which may include information about your skills, preferences, and professional background;

(c) you may request deletion of your AI memories at any time by contacting support@hypear.ai; and

(d) Agent outputs are suggestions only, and Hypear does not warrant the accuracy, completeness, or fitness of any Agent-generated content for any particular purpose.

7. Meetings & transcription

7.1 The Platform lets a Brand and a Creator schedule a video meeting from within a conversation by pasting a third-party meeting link (such as Zoom, Google Meet, or Microsoft Teams). When a meeting is scheduled, Hypear may dispatch an automated participant — clearly named "Hypear Bot" and visible in the meeting's participant list — that joins the call and generates a written transcript. By scheduling or joining such a meeting you acknowledge and agree that:

(a) before the call opens, every participant is shown a consent screen describing the bot and the transcription and must affirmatively agree before proceeding; you should not join a transcribed meeting if you do not consent, and should not invite third parties without first informing them that it will be transcribed;

(b) Hypear retains the text transcript only — the underlying audio and video is deleted after the transcript is captured and is not stored;

(c) the transcript is used internally by Hypear to improve matching and to operate and improve the Platform; it is not shown to the other party in your conversation and is not displayed back to you in the Platform; and

(d) recording or transcribing a conversation may be regulated where you or other participants are located, including jurisdictions that require all parties to consent, and you are responsible for ensuring everyone you invite is aware of and consents to the transcription.

7.2 How we store and process meeting transcripts, and the third-party transcription provider we use, are described in our Privacy Policy. You can decline transcription for any meeting by not agreeing to the consent screen; the meeting itself proceeds normally without the bot.

8. The marketplace — projects, the SOW, Platform Fee, escrow & acceptance

8.1 How a project works. A Brand submits a brief; Hypear may introduce one or more Creators. The Brand and Creator communicate through the Platform and, if they agree, enter a Project Agreement (SOW) directly with each other using the Platform's template. The Brand funds the agreed amount into escrow before the Creator begins work, and funds release to the Creator on Brand approval or automatic acceptance under this Section. A "Deliverable" means the work product a Creator agrees to provide to a Brand under a Project Agreement. The "Project Price" is the amount payable to the Creator for a project, as stated in the Project Agreement; the Creator receives 100% of the Project Price.

8.2 The SOW is signed Brand-to-Creator. The Project Agreement is a direct contract between the Brand and the Creator. Hypear is not a party to it and participates only as a technology facilitator and to administer escrow. Hypear is not the author, producer, agency, employer, agent, or guarantor of any Deliverable and takes no title to or possession of any work product.

8.3 Platform Fee. Hypear charges a Platform Fee for use of the Platform's facilitation and payment services. The Platform Fee is 15% of the Project Price for a Brand's first project with a given Creator, and 10% for later projects with that same Creator. The Platform Fee is charged to the Brand, in addition to the Project Price; the Creator receives 100% of the agreed Project Price. The Platform Fee is a fee for Hypear's platform and facilitation services — not a commission on the sale of any work product — and does not make Hypear a seller or reseller of any Deliverable. Fee mechanics for Brands are detailed in Section B3.

8.4 Escrow through a licensed processor. Project funds are processed and held by a licensed third-party payment processor (the "Processor"). Hypear does not take custody of escrowed funds, is not a bank or a money-services business, and is not a money transmitter. The Processor is a licensed money-services business that holds and disburses funds under its own terms, which apply to your use of the payment services. The Brand funds the agreed amount into escrow before the Creator begins work; funds release to the Creator on Brand approval or automatic acceptance under Section 8.5.

8.5 Acceptance and automatic release. The Brand must approve or reject a Deliverable, with written reasons for any rejection, within 5 business days of delivery through the Platform. If the Brand does not respond within that window, the Deliverable is deemed accepted ("silence = acceptance"), and the escrowed Project Price releases to the Creator.

8.6 Dispute of funds; tie-break rule. If a Brand timely rejects a Deliverable within the window in Section 8.5 with written reasons (a "Funds Dispute"), the disputed escrowed funds are held and are released only:

(a) on the joint written instruction of the Brand and the Creator;

(b) in accordance with a resolution reached under the Project Agreement's dispute process; or

(c) under a final, binding arbitral award or court order (including any order in an interpleader).

Deterministic default. If, within forty-five (45) calendar days after the Funds Dispute is opened, neither party has pursued the Project Agreement's dispute process (i.e., neither has initiated mediation, arbitration, or court proceedings and no joint instruction has been given), then Hypear may instruct the Processor to return the disputed funds to the Brand, less any non-refundable Platform Fee already earned and any amount the parties have agreed in writing is owed to the Creator. Returning funds under this default does not resolve, waive, or adjudicate the underlying Brand–Creator dispute, which remains between the Brand and the Creator. Hypear does not adjudicate the quality, scope, or sufficiency of any Deliverable (Section 8.8).

8.7 Chargebacks. The Platform's dispute and Funds-Dispute processes (Sections 8.5–8.6) are the exclusive mechanism for contesting a payment on the Platform. Initiating a credit-card chargeback, payment reversal, or bank dispute in place of those processes is a material breach of these Terms. The party that initiates such a chargeback or reversal is responsible for the charged-back amount plus Hypear's and the Processor's reasonable costs of recovery (including fees and reasonable attorneys' fees), and Hypear may suspend or limit that party's access (Section 13) and offset or recover those amounts. This Section does not limit any chargeback right that cannot be waived under applicable law.

8.8 No adjudication of quality. Disputes about the scope, quality, or delivery of a Deliverable are between the Brand and the Creator and are governed by the Project Agreement. Hypear is not the arbiter of Deliverable quality. Hypear may, in its discretion, pause an escrow release and help facilitate a conversation, but does not adjudicate or guarantee outcomes.

9. Confidentiality

9.1 Definition. "Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") in connection with these Terms that is marked or identified as confidential, or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure — including business and marketing plans, briefs, brand assets, unreleased plans, pricing, Brand and Creator lists, non-public Platform features, and the existence and terms of any prospective or actual deal.

9.2 Obligations. The Recipient will (a) use Confidential Information only to perform under or exercise its rights under these Terms; (b) protect it using at least the same degree of care it uses for its own confidential information and in no event less than reasonable care; and (c) not disclose it to any third party except to its employees, contractors, advisors, and service providers who need to know it and are bound by confidentiality obligations at least as protective as these (and for whose compliance the Recipient remains responsible).

9.3 Exclusions. Confidential Information does not include information the Recipient can demonstrate (a) is or becomes public through no fault of the Recipient, (b) was rightfully known to the Recipient without a confidentiality obligation before disclosure, (c) is rightfully received from a third party without a confidentiality obligation, or (d) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

9.4 Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by law, regulation, or court or governmental order, provided that (where legally permitted) it gives the Discloser prompt notice and reasonable cooperation to seek protective treatment.

9.5 Return or destruction. On the Discloser's written request or on termination of these Terms, the Recipient will return or destroy the Discloser's Confidential Information, except for copies retained in routine system backups or as required by law, which remain subject to this Section for as long as retained.

9.6 Survival. This Section survives for three (3) years after termination, except that Confidential Information that constitutes a trade secret remains protected for as long as it qualifies as a trade secret under applicable law.

10. Disclaimers

10.1 "As is." THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Hypear does not warrant that the Platform will be uninterrupted, error-free, or secure, or that any defect will be corrected, and makes no warranty regarding any Brand, any Creator, any Deliverable, any project, or the timing of any payment.

10.2 Not a party. Hypear is a marketplace facilitator and is not a party to any Project Agreement between a Brand and a Creator. Hypear does not guarantee the quality, safety, legality, or completion of any work arranged through the Platform, the conduct of any Brand or Creator, or the timing of any payment, and is not responsible for any dispute between a Brand and a Creator or for any Brand's use or publication of any Deliverable.

11. Limitation of liability

11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALUN CREATIVE LLC AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO these Terms or the Platform, even if advised of the possibility of such damages.

11.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HYPEAR'S TOTAL AGGREGATE LIABILITY arising out of or relating to these Terms or the Platform will not exceed the GREATER OF (a) the Platform Fees Hypear earned from you in the three (3) months before the claim, or (b) ONE HUNDRED US DOLLARS (US $100).

11.3 The caps and exclusions in this Section do not apply to liability that cannot be limited by law, including (i) breach of confidentiality (Section 9), (ii) gross negligence or willful misconduct, or (iii) a party's indemnification obligations under Section 12, B9, or C5.

12. Indemnification — common procedure

12.1 Procedure (applies to every indemnity in these Terms). The party seeking indemnification (the "Indemnified Party") will: (a) give the indemnifying party (the "Indemnifying Party") prompt written notice of the claim (failure to give prompt notice relieves the Indemnifying Party only to the extent it is actually prejudiced); (b) give the Indemnifying Party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation at the Indemnifying Party's expense. The Indemnifying Party may not settle a claim in a way that imposes any non-monetary obligation, payment, or admission of fault on the Indemnified Party without the Indemnified Party's prior written consent (not to be unreasonably withheld). The Indemnified Party may participate in the defense with its own counsel at its own expense. "Losses" means losses, damages, liabilities, settlements, costs, and reasonable attorneys' fees resulting from a covered claim.

12.2 Hypear's narrow platform-IP indemnity. Hypear will defend, indemnify, and hold the Brand or Creator (as applicable) harmless from any third-party claim to the extent alleging that the Hypear Platform itself — excluding any Deliverable, any Creator-supplied or Brand-supplied material, and any third-party service — infringes a United States patent, copyright, or trademark, or misappropriates a trade secret. Hypear has no obligation under this Section for claims arising from any Deliverable, from a Creator's or a Brand's acts or materials, from use of the Platform other than as permitted, or from combination of the Platform with materials not provided by Hypear. This Section 12.2 states your sole and exclusive remedy for any claim that the Platform infringes third-party rights.

12.3 Party-specific indemnities. The Brand's indemnity of the Hypear Parties is in Section B9 (and the Brand's classification indemnity in Section B7). The Creator's indemnity of the Brand and the Hypear Parties is in Section C5. Each is subject to the procedure in Section 12.1. "Hypear Parties" means Hypear and its members, managers, officers, employees, and agents.

13. Term, suspension & termination

13.1 Term. These Terms begin when you first accept them and continue until terminated under this Section.

13.2 Termination for convenience. Either party may terminate these Terms and close your account for any reason on written notice (which may be given in-platform), subject to resolution of any in-flight matters under Section 13.5.

13.3 Termination for cause. Either party may terminate immediately on written notice if the other materially breaches these Terms and fails to cure within ten (10) days after notice.

13.4 Suspension. Hypear may suspend or limit your access immediately if Hypear reasonably believes your use creates a security, legal, payment, or fraud risk, violates the AUP (Section 4) or applicable law, or involves a chargeback in breach of Section 8.7.

13.5 Effect on in-flight projects. Termination of these Terms does not by itself terminate any Project Agreement (SOW) already signed or any escrow already funded. Those continue under their own terms — and under the version of these Terms in effect when the SOW was executed — until completed, accepted, or separately terminated, and the relevant provisions of these Terms continue to apply to them. A Creator remains obligated to complete, deliver, or otherwise resolve funded projects. No new projects may be started after termination.

13.6 Survival. The following survive termination: Sections 4 (as to liability for prior conduct), 5.3, 8 (as to funded projects and Platform Fees already earned), 9, 10, 11, 12, this Section 13.6, 14, 15, 16, 18, 19, 20, B6, B8, B9, C3, C5, C6 (as to amounts owed), C7, and any other provision that by its nature should survive.

14. Copyright & IP complaints (DMCA)

14.1 Policy. Hypear respects intellectual-property rights and responds to clear notices of alleged infringement under the U.S. Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512.

14.2 Designated agent. Notices of claimed infringement should be sent to Hypear's designated copyright agent: Copyright Agent, Alun Creative LLC, Parkland, Florida, USA; email: dmca@hypear.ai.

14.3 Notice of infringement. A valid notice must include substantially: (a) a physical or electronic signature of the owner or authorized agent; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the material claimed to be infringing and information reasonably sufficient to locate it on the Platform; (d) your contact information; (e) a statement that you have a good-faith belief that the use is not authorized by the owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information is accurate and that you are the owner or authorized to act on the owner's behalf.

14.4 Counter-notice. If your material was removed and you believe the removal was a mistake or misidentification, you may submit a counter-notice to the designated agent including substantially: (a) your signature; (b) identification of the removed material and its prior location; (c) a statement, under penalty of perjury, that you have a good-faith belief the material was removed by mistake or misidentification; (d) your name, address, and phone number; and (e) consent to the jurisdiction of the federal district court for your district (or, if outside the U.S., any district in which Hypear may be found) and to accept service from the person who gave the original notice. We may restore the material in accordance with the DMCA.

14.5 Repeat-infringer policy. Hypear will, in appropriate circumstances and at its discretion, disable or terminate the accounts of users who are repeat infringers.

15. Sanctions, export & AML

15.1 Restricted parties. You represent and warrant that you, and any entity you act for, (a) are not identified on any U.S. Office of Foreign Assets Control (OFAC) Specially Designated Nationals (SDN) list or any other restricted-party or denied-party list maintained by the U.S. or any applicable government; and (b) are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. or other applicable embargoes or sanctions.

15.2 Compliance. You will comply with all applicable economic-sanctions, anti-money-laundering, and export-control laws in your use of the Platform, and will not use the Platform to transact with any restricted party or in violation of those laws. The Processor may impose additional identity-verification and screening requirements (Sections 8.4 and C6).

16. Account deletion & data retention; privacy

16.1 Deletion. You may delete your account at any time by contacting support@hypear.ai. Upon deletion we will remove your personal data within 30 days, except where retention is required by applicable law, for legitimate fraud-prevention purposes, or where data has been included in aggregated or anonymized datasets that cannot reasonably be reversed. Portfolio content publicly referenced in third-party systems (e.g., cached by search engines) is outside our control.

16.2 In-flight projects. Deleting your account does not by itself terminate any Project Agreement (SOW) already signed or any escrow already funded; those continue under their own terms as described in Section 13.5.

16.3 Privacy Policy. Hypear's handling of personal data is described in its Privacy Policy at hypear.ai/privacy, incorporated into these Terms by reference.

17. Changes to these Terms

17.1 Hypear may update or replace these Terms from time to time. We will provide notice of material changes (e.g., by email or in-platform notice), and continued use of the Platform after the stated effective date constitutes acceptance of the updated Terms.

17.2 Changes do not alter the terms of any Project Agreement (SOW) already signed, which remain governed by the version of these Terms in effect when that SOW was executed.

18. Governing law & dispute resolution

18.1 Governing law. These Terms are governed by the laws of the State of Florida, without regard to conflict-of-law principles.

18.2 Mediation then arbitration. The parties will first attempt good-faith mediation for 30 days. Any dispute not resolved in mediation will be settled by binding arbitration before a single arbitrator under the rules of JAMS or the American Arbitration Association (using their expedited rules for claims under US $250,000), seated in Broward County, Florida.

18.3 Carve-outs. Notwithstanding Section 18.2, claims of intellectual-property infringement and requests for injunctive or emergency relief may be brought in court.

18.4 Class-action waiver. Each party waives any right to participate in a class action lawsuit or class-wide or representative arbitration. Disputes will be resolved only on an individual basis.

18.5 30-day arbitration opt-out. You may opt out of the arbitration agreement and class-action waiver in this Section 18 by sending written notice to legal@hypear.ai (or the contact in Section 20.7) within 30 days after you first accept these Terms. The notice must state your name, your account email, and that you opt out of arbitration. If you opt out within that window, Sections 18.2 and 18.4 do not apply to you, and disputes will be resolved in the state or federal courts located in Broward County, Florida, to whose jurisdiction you consent. Opting out does not affect Sections 18.1, 18.3, 18.6, or 18.7, or any other part of these Terms.

18.6 Prevailing-party fees. The prevailing party is entitled to its reasonable attorneys' fees and costs.

18.7 Limitations period. To the extent permitted by law, any claim arising out of or relating to these Terms or the Platform must be brought within one (1) year after the claim arose; otherwise it is permanently barred.

19. Electronic acceptance & signature

19.1 These Terms are ordinarily accepted online. You agree that checking the acceptance box and selecting "Agree & continue" (or taking any equivalent affirmative action by which you accept these Terms in-platform), creating an account, or otherwise indicating your assent electronically has the same legal effect as a handwritten signature, and you consent to transact electronically under applicable e-signature law (including the U.S. E-SIGN Act and the Florida Electronic Signature Act). If you accept on behalf of an entity, you represent you are authorized to bind it (Section 3.2) and accept in a representative capacity, not individually. Hypear's electronic record of acceptance — a tamper-evident record of the version accepted, the date and time of acceptance, and the accepting party's identity — is the operative signature to these Terms, and no handwritten signature page or separate Hypear countersignature is required for these Terms to be binding. Hypear's assent is evidenced by its making these Terms available for acceptance and operating the Platform.

20. General provisions

20.1 Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without Hypear's prior written consent, except that a Brand may assign to a successor to all or substantially all of its business or assets that assumes these Terms in writing. Because a Creator's services are personal, a Creator may not assign without Hypear's prior written consent. Hypear may assign these Terms to an affiliate or in connection with a merger, reorganization, financing, or sale of all or substantially all of its assets or the Hypear business (including assignment to a new entity formed to operate Hypear). Subject to the foregoing, these Terms bind and benefit the parties' permitted successors and assigns.

20.2 Notices. Notices to you may be given in-platform or by email to the address on your account; notices to Hypear must be sent to the contact address Hypear designates in-platform or at its principal place of business, or to legal@hypear.ai. Notice is effective when delivered, or for email/in-platform notice when sent (absent a bounce or delivery failure).

20.3 Severability; waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable or, if it cannot be, severed, and the remainder of these Terms stays in effect. A party's failure to enforce a provision is not a waiver of its right to enforce it later.

20.4 Entire agreement; order of precedence. These Terms, together with the Privacy Policy and any other policies they incorporate by reference, are the entire agreement between you and Hypear regarding the Platform and supersede prior understandings on that subject, including the prior Brand Master Agreement, Creator Master Agreement, and Terms of Service these Terms replace. These Terms do not govern the Brand–Creator relationship, which is set by each Project Agreement (SOW). As to your relationship with Hypear, these Terms control over any conflicting term in a Project Agreement; the Project Agreement controls the Brand–Creator relationship. Order of precedence within these Terms is stated in "How these Terms are organized."

20.5 Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, outages, third-party service or payment-processor failures, labor disputes, or governmental action.

20.6 Independent relationship. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between Hypear and you. Each party is an independent contractor, and neither may bind the other. A Creator is not Hypear's employee or agent; a Brand is not Hypear's employee or agent.

20.7 Third-party beneficiary. Hypear is an intended third-party beneficiary of each Project Agreement (SOW) solely for the limited purpose of enforcing the provisions that protect Hypear — including the Platform Fee, the no-circumvention obligation, the limited-payment-collection-agent mechanic, and the limitations on Hypear's role and liability — and for no other purpose. Except for that limited purpose, Hypear is not a party to, and assumes no obligations under, any Project Agreement. There are no other third-party beneficiaries of these Terms.

20.8 Contact. Questions about these Terms? Contact support@hypear.ai (general) or legal@hypear.ai (legal notices). Alun Creative LLC, Parkland, Florida, USA.

PART II — BRAND TERMS

These terms apply to you when and to the extent you use Hypear as a Brand. They are in addition to Part I. Where a term in this Part conflicts with a general term in Part I as to your role as a Brand, this Part controls.

B1. Your role & authority as Brand

B1.1 A "Brand" is a person or entity that uses the Platform to find, engage, and pay Creators for AI-assisted creative work. The person accepting these Terms for a Brand represents they have authority to bind the Brand entity (Section 3.2) and accepts in a representative capacity, not individually.

B1.2 You are responsible for all activity under your Brand account and for the acts and omissions of anyone you authorize to use it.

B2. Briefs, brand assets & accurate info

B2.1 You will provide accurate company information, honest project descriptions, and a clear brief, and will post only genuine project opportunities.

B2.2 You represent and warrant that the brand assets, briefs, reference materials, and other materials you supply to a Creator or upload to the Platform (the "Brand Materials") do not infringe or misappropriate any third party's rights and that you have all rights necessary to provide them and to have them used in a Deliverable.

B3. Funding & the Platform Fee

B3.1 You will fund the agreed amount into escrow before the Creator begins work, as described in Section 8 and in the Project Agreement.

B3.2 The Platform Fee is brand-side and in addition to the Project Price (15% first project / 10% repeat; Section 8.3). The Platform Fee is collected when you fund escrow and is non-refundable once the Creator has commenced work, except as required by law.

B3.3 Taxes. The Platform Fee and Project Price are exclusive of taxes. You are responsible for any sales, use, VAT, or similar taxes imposed on the Platform Fee (other than taxes on Hypear's net income). Each party is responsible for its own income taxes.

B4. Payment discharge (limited collection agent)

B4.1 The Creator has appointed Hypear (acting through the Processor) as the Creator's limited agent for the sole purpose of accepting your payment of the Project Price on the Creator's behalf. Accordingly, your payment of the Project Price into escrow discharges your payment obligation to the Creator to the extent funded, regardless of whether or when those funds are remitted to the Creator. Acting as a limited collection agent does not make Hypear a party to the Project Agreement, the seller of any Deliverable, or otherwise responsible for the Creator's performance.

B5. You are the advertiser

B5.1 You are the advertiser. You are solely responsible for the truth, substantiation, and legal compliance of any claim, testimonial, or representation in content you publish (including AI-generated content), and for making all AI disclosures and other disclosures required by the FTC or other applicable law in your published advertising. Hypear is not the advertiser and does not review or approve your published content.

B6. IP in Deliverables

B6.1 Intellectual property in a Deliverable passes directly from the Creator to the Brand under the Project Agreement, not through Hypear. Hypear claims no ownership of any Deliverable.

B6.2 You acknowledge that purely AI-generated output may not be protectable by copyright in the United States, and that Hypear makes no warranty as to the ownership, originality, or copyrightability of any Deliverable. Any such representations come from the Creator under the Project Agreement (see Section C4). The license-back of retained Creator material that lets you actually use what you paid for is in Section C3.

B7. Engaging the Creator; worker classification

B7.1 You engage each Creator as an independent contractor of the Brand under the Project Agreement, not as an employee of the Brand or of Hypear. The Creator controls its own methods, tools, hours, and rates (Section C1).

B7.2 You are solely responsible for, and you represent and warrant the correctness of, any worker-classification determination relating to your engagement of a Creator, and for any resulting tax, withholding, benefits, wage-and-hour, or other employment obligations. You will defend, indemnify, and hold harmless the Hypear Parties from and against any Losses arising out of or relating to a claim that a Creator is or was your (or Hypear's) employee, or any other misclassification or employment-related claim arising from your engagement of a Creator. This indemnity is subject to the procedure in Section 12.1.

B8. No circumvention — Brand side

B8.1 For 12 months after Hypear introduces you to a Creator, you will transact with that Creator for AI-content services only through the Platform.

B8.2 Remedy. If you transact with such a Creator off-platform for AI-content services during that period in order to avoid the Platform Fee, you will pay Hypear, as liquidated damages and not as a penalty, an amount equal to the Platform Fee that would have applied to that off-platform engagement (calculated at the rate in Section 8.3 on the value of the off-platform engagement). The parties agree that this amount is a reasonable pre-estimate of Hypear's loss, which would be difficult to determine precisely. This remedy is in addition to Hypear's right to suspend or terminate under Section 13 and to recover under Section 18.6.

B9. Brand indemnity

B9.1 You will defend, indemnify, and hold harmless the Hypear Parties from and against any third-party claim, demand, suit, or proceeding, and all resulting Losses, to the extent arising out of or relating to: (a) your Brand Materials, brief, or brand assets; (b) any advertising claim, testimonial, substantiation, or required AI or other disclosure (or failure to disclose) in content you publish; (c) your use, publication, distribution, or exploitation of any Deliverable; or (d) your breach of these Terms or violation of applicable law. This indemnity is in addition to the classification indemnity in Section B7.2 and is subject to the procedure in Section 12.1.

PART III — CREATOR TERMS

These terms apply to you when and to the extent you use Hypear as a Creator. They are in addition to Part I. Where a term in this Part conflicts with a general term in Part I as to your role as a Creator, this Part controls.

C1. Independent-business status

C1.1 A "Creator" is an independent professional who uses the Platform to offer and provide AI-assisted creative work to Brands. You are an independent business and are not an employee, agent, or contractor of Hypear.

C1.2 You control your own methods, tools, hours, and rates; set your own prices; choose which projects to accept; and are free to provide services to others, including competitors and other platforms. Hypear does not assign work, set your rates, or direct how you perform.

C1.3 As to each project, you are an independent contractor of the Brand under the Project Agreement — not the Brand's employee and not Hypear's employee or agent. You are responsible for your own taxes, insurance, and business expenses.

C2. Eligibility, vetting & profile

C2.1 You must meet the eligibility requirements in Section 3, including being at least 18 years old (Section 3.1).

C2.2 Creator accounts may be available by invitation or to professionals certified by Alun Creative's AI Creators Hub program, and may be reviewed and approved at onboarding. You represent and warrant that your portfolio, samples, and credentials are accurate and your own work, and that you have secured any necessary third-party consents (e.g., model releases, music licenses) for content you post.

C2.3 Newly created Creator accounts start in a Pending state and are visible to Brands only after an administrator approves the account. Hypear may decline or revoke approval at its discretion, subject to Section 13.

C3. IP flow-down

C3.1 Under each Project Agreement, you assign to the Brand all right, title, and interest in the human-authored elements of the Deliverables (including, to the extent assignable, moral rights), as "work made for hire" where applicable. This assignment runs directly from you to the Brand; Hypear takes no ownership interest.

C3.2 AI-generated output. You acknowledge that purely AI-generated material may not be protectable by copyright in the U.S. You make no representation that such output is copyrightable or exclusively owned; you pass through to the Brand all rights that do exist, all final files, and any transferable rights under the AI tools used.

C3.3 Retained materials. You retain your general methods, prompts, and reusable frameworks not specific to the Brand ("Retained Materials"), except as a Project Agreement states otherwise.

C3.4 License-back of Retained Materials. To the extent any Retained Materials are embedded in, or are necessary to use, a delivered Deliverable, you grant the Brand a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual, irrevocable license to use, reproduce, modify, display, and distribute those Retained Materials solely as part of and as necessary to use the Deliverable for which they were delivered. This license does not grant the Brand any right to use the Retained Materials as a standalone product or apart from the Deliverable, and you retain all other rights in the Retained Materials. The purpose of this Section is to ensure the Brand can actually use what it paid for.

C4. Creator warranties

C4.1 The human-authored portions of the Deliverables are original to you and do not knowingly infringe any third party's rights, and you have not intentionally incorporated infringing material.

C4.2 You hold the rights and licenses to any AI tools, stock, fonts, or assets used in a Deliverable.

C4.3 You will include all AI-generated disclosures as required and will not fabricate testimonials or endorsements.

C5. Creator indemnity

C5.1 You will defend, indemnify, and hold harmless the Brand and the Hypear Parties from and against any third-party claim, demand, suit, or proceeding, and all resulting Losses, to the extent arising out of or relating to any breach of your warranties in Section C4 — including your own intentional or knowing infringement (for example, deliberately passing off another person's copyrighted work as your own). The only limit on this indemnity is the public-policy rule that an Indemnified Party may not be indemnified for its own (the Indemnified Party's) intentional wrongdoing; your own intentional or knowing infringement is not excluded and is squarely covered. This indemnity is subject to the procedure in Section 12.1.

C6. Payment & limited collection agent

C6.1 You are paid from escrow via the Processor on Brand approval or automatic acceptance (Section 8.5). You will complete the Processor's identity and tax onboarding (including, as applicable, a W-9 or W-8BEN, and 1099-K reporting through the Processor) and are responsible for your own taxes.

C6.2 Limited payment-collection agent. You appoint Hypear (acting through the Processor) as your limited agent solely to accept and hold the Brand's payment of the Project Price on your behalf and to deduct and remit amounts in accordance with these Terms. The Brand's payment into escrow is treated as payment to you to the extent funded; you will look solely to the escrowed funds and to the Brand — and not to Hypear — for payment, except for Hypear's obligation to instruct release of funds the Processor holds for you once the release conditions are met. This limited agency does not make Hypear your employer or partner, or a party to any Project Agreement.

C7. No circumvention — Creator side

C7.1 For 12 months after Hypear introduces you to a Brand, you will transact with that Brand for AI-content services only through the Platform.

C7.2 Remedy. If you transact with such a Brand off-platform for AI-content services during that period in order to avoid the Platform Fee, you will pay Hypear, as liquidated damages and not as a penalty, an amount equal to the Platform Fee that would have applied to that off-platform engagement (calculated at the rate in Section 8.3 on the value of the off-platform engagement). The parties agree that this amount is a reasonable pre-estimate of Hypear's loss, which would be difficult to determine precisely. This remedy is in addition to Hypear's right to suspend or terminate under Section 13 and to recover under Section 18.6.