These Terms of Service ("Terms") are a binding legal agreement between you and Vinculor LLC, a Colorado limited liability company with a principal place of business at 12091 W Center Pl, Lakewood, CO 80228 ("Vinculor," "we," "us," or "our"), governing your access to and use of the Vinculor website, mobile applications, and related services (collectively, the "Platform" or "Service").
BY CREATING AN ACCOUNT, ACCESSING, OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 21. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE PLATFORM.
Vinculor operates an online marketplace that connects businesses seeking promotional content ("Businesses") with independent content creators who produce content on third-party platforms including TikTok, Instagram, and YouTube ("Creators"). Businesses and Creators are collectively "Users," and each a "User."
Vinculor is a neutral technology platform and marketplace facilitator. Vinculor is NOT:
Each transaction facilitated through the Platform is a direct arrangement between the Business and the Creator involved. Vinculor's role is limited to providing tools — listings, messaging, negotiation mechanics, escrow-adjacent payment facilitation via Stripe, and dispute-flagging tools — to help Users transact with each other.
You must be at least 18 years old and capable of forming a binding contract under applicable law to create an account or use the Platform. The Platform is not directed to, and must not be used by, anyone under 18. If you are creating a Business account on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, and "you" will refer to that entity.
You represent that all registration information you submit is accurate and that you will maintain the accuracy of such information.
You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You must notify Vinculor immediately of any unauthorized use of your account. Vinculor is not liable for any loss arising from unauthorized use of your account resulting from your failure to safeguard your credentials.
Vinculor may suspend or terminate accounts it reasonably believes are duplicative, fraudulent, impersonating another person or entity, or created in violation of these Terms.
4.1 Business Accounts. Businesses may create listings describing desired promotional content, proposed compensation (a base rate and, where applicable, bonus tiers), and other terms. Businesses are solely responsible for the accuracy and legality of their listings, including compliance with applicable advertising, labor, and consumer protection laws.
4.2 Creator Accounts. Creators may browse listings, submit content in response to listings, and propose or accept compensation terms. Creators are independent, self-employed individuals or entities and are solely responsible for the content they produce and submit, and for their own compliance with applicable law, including truth-in-advertising and endorsement disclosure requirements (see Section 10).
Vinculor currently allows Creators to manually enter and toggle links to their TikTok, Instagram, and YouTube profiles. Vinculor does not, as of the Effective Date, verify these profile links, follower counts, engagement rates, or account ownership through OAuth, official platform APIs, or any other automated or independent verification method.
All information a Creator provides about their social media presence — including profile URLs, audience size, engagement statistics, and past brand work — is self-reported by the Creator and has not been independently verified by Vinculor. Businesses are solely responsible for conducting their own diligence on a Creator, including verifying account ownership and audience metrics, before entering into any arrangement or releasing funds through the Platform.
Vinculor disclaims all responsibility for inaccurate, outdated, or fraudulent self-reported platform information. Vinculor reserves the right, but has no obligation, to implement automated verification in the future, and will update this section if and when it does.
The Platform supports the following general workflow, which may evolve over time:
Vinculor provides the infrastructure for this negotiation but does not review, approve, or guarantee the fairness, adequacy, or enforceability of any Final Terms reached between a Business and a Creator. Users are encouraged to use plain, complete language in listings and negotiations, as Vinculor's dispute tools (Section 8) rely on what was actually documented on the Platform.
Business payments are processed through Stripe, Inc. ("Stripe"), a third-party payment processor, via Stripe Checkout. When a Business funds a submission, funds are held pending the content-live confirmation and dispute process described in Section 8, and are released to the Creator's connected Stripe Express account substantially in accordance with the Final Terms. As described in Section 12, Creators retain 100% of the Final Terms compensation amount — no Vinculor fee or Stripe processing fee is ever deducted from a Creator's payout.
Creator payouts are facilitated through Stripe Connect Express accounts. Creators must complete Stripe's identity verification (KYC) and onboarding requirements, which are governed by Stripe's own terms of service, separate and apart from these Terms. Vinculor does not directly collect, store, or have access to Creators' full banking details or government identification; that information is submitted directly to Stripe.
Vinculor is not a bank or money transmitter. Funds held pending release are held by Stripe as payment processor, not by Vinculor directly, except to the extent Vinculor's Stripe platform account is technically the intermediary account structure required by Stripe's Connect architecture.
Release timing, minimum payout thresholds, and payout schedules are subject to Stripe's standard payout timing and any additional hold periods Vinculor applies for fraud prevention or dispute review, as may be described in the Platform's help documentation from time to time.
Once a Creator marks content as live — including confirming, at that step, that the content includes proper disclosure of the paid relationship as required by applicable advertising law (see Section 10) — and a Business confirms it, both parties' confirmations (or the passage of an applicable confirmation window) trigger the release process described in this Section. Either party may instead flag a dispute through the Platform's dispute tool prior to release, subject to any timers or windows displayed in the Platform's interface at the time, including a dispute raised because content was not properly disclosed.
Vinculor's role in disputes is limited to providing a structured way for Users to flag disagreements and, at Vinculor's discretion, to pause a pending release while the parties attempt to resolve the matter directly.
VINCULOR DOES NOT ADJUDICATE THE UNDERLYING COMMERCIAL DISPUTE, DOES NOT GUARANTEE ANY PARTICULAR OUTCOME, AND IS NOT OBLIGATED TO REFUND, RELEASE, OR WITHHOLD ANY FUNDS BASED ON EITHER PARTY'S UNILATERAL CLAIMS. Users who cannot resolve a dispute directly may need to pursue remedies outside the Platform, subject to Section 21 (Arbitration).
Vinculor reserves the right to make a final administrative determination on fund release solely for the purpose of operating the Platform (e.g., to clear a stalled transaction), and any such determination is not a legal finding, does not waive either party's rights, and does not constitute legal or financial advice.
9.1 Ownership. As between a Business and a Creator, ownership of content created by a Creator is governed by the Final Terms of the applicable listing/submission. Absent an explicit written assignment of copyright within the Final Terms, the Creator retains underlying ownership of the content, and the Business receives a license as described in the listing. Unless the Final Terms of a listing state otherwise, that license is non-exclusive, worldwide, and lasts for 12 months from the date the content is accepted, covering both paid and organic use by the Business across its own channels.
9.2 License to Vinculor. By submitting content, listings, profile information, or other materials to the Platform, you grant Vinculor a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, reproduce, and display that material solely as necessary to operate, maintain, and promote the Platform.
9.3 Vinculor's Own IP. The Platform, including its software, design, trademarks, and logos, is owned by Vinculor or its licensors and is protected by intellectual property laws. These Terms do not grant you any right to use Vinculor's trademarks or branding without prior written consent.
Creators are solely responsible for complying with all applicable laws and guidelines governing sponsored or paid content, including the U.S. Federal Trade Commission's Endorsement Guides, which generally require clear and conspicuous disclosure of a material connection (such as payment) between a Creator and a Business (e.g., "#ad," "#sponsored," or platform-native paid partnership tools). As part of marking content live on the Platform, Creators are asked to confirm this disclosure has been made.
Businesses are solely responsible for their own compliance with applicable advertising, consumer protection, and industry-specific regulatory requirements (e.g., FDA, FINRA, or state-specific rules, as applicable to the Business's industry) with respect to content they commission through the Platform. Businesses are encouraged to review content for accuracy and proper disclosure before confirming a submission.
Vinculor does not review content for regulatory compliance before it is published and disclaims responsibility for any User's failure to comply with applicable disclosure or advertising laws.
Creators are independent contractors, not employees, partners, joint venturers, or agents of Vinculor or of any Business. Nothing in these Terms creates an employment, agency, partnership, or joint venture relationship between Vinculor and any User, or between a Business and a Creator by virtue of using the Platform. Creators are solely responsible for their own tax obligations, including any applicable self-employment taxes; Vinculor and Businesses do not withhold taxes on Creators' behalf, except as may be separately required by applicable law (e.g., Form 1099 reporting where thresholds are met).
Creators retain 100% of the compensation amount reflected in the Final Terms for their submission — Vinculor does not deduct any percentage, fee, or commission from Creator payouts.
Businesses pay Vinculor a platform fee in addition to, and separate from, the compensation owed to the Creator. This fee consists of a percentage of the deal's Final Terms compensation amount plus a flat per-deal fee, charged once per completed submission. The applicable percentage depends on the Business's active subscription tier at the time the deal is completed:
Growth, Pro, and Business are recurring monthly subscriptions billed independently of, and in addition to, the per-deal fee described above. Vinculor may also offer time-limited promotional packages (for example, a "Founding Partner" package) that provide the benefits of a paid tier for a fixed one-time or limited-duration fee, on terms disclosed on the Platform's pricing page at the time of purchase.
Vinculor reserves the right to change its fees, including per-deal percentages, flat fees, and subscription pricing, prospectively upon reasonable notice; changes will not apply retroactively to Final Terms or subscription terms already locked at the time of the change.
Users are separately responsible for standard Stripe payment processing fees, which are disclosed by Stripe and may be deducted from transaction amounts.
You agree not to:
Vinculor may investigate suspected violations and may remove content, suspend accounts, withhold or reverse pending releases connected to the violation, and/or terminate access, at its discretion.
Vinculor will respond to properly submitted notices of alleged copyright infringement under the Digital Millennium Copyright Act ("DMCA"). To submit a takedown notice, contact Vinculor's designated agent at support@vinculor.com.
Notices should include the information required under 17 U.S.C. § 512(c)(3). Vinculor may remove or disable access to allegedly infringing material and may terminate repeat infringers' accounts.
The Platform integrates with or relies on third-party services, including Stripe (payments), and references third-party social platforms including TikTok, Instagram, and YouTube. Vinculor does not control and is not responsible for the availability, content, policies, or practices of these third-party services. Your use of such third-party services is governed by their own terms and privacy policies.
THE PLATFORM AND ALL CONTENT, LISTINGS, AND USER INFORMATION ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VINCULOR DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY USER, LISTING, OR SELF-REPORTED METRIC IS ACCURATE, RELIABLE, OR COMPLETE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, VINCULOR AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM OR RELATED TO YOUR USE OF THE PLATFORM, EVEN IF VINCULOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VINCULOR'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING FROM OR RELATED TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO VINCULOR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).
Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.
You agree to indemnify, defend, and hold harmless Vinculor and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with: (a) your access to or use of the Platform; (b) your content, including any claim that it infringes a third party's rights; (c) your violation of these Terms; (d) your violation of any applicable law; or (e) any dispute between you and another User, including any dispute regarding a transaction facilitated through the Platform.
You may stop using the Platform and close your account at any time, subject to completing any pending transactions or resolving any pending disputes. Vinculor may suspend or terminate your access to the Platform at any time, with or without cause or notice, including for violation of these Terms. Sections that by their nature should survive termination (including Sections 9, 11, 16–22) will survive.
Vinculor may modify the Platform's features at any time. Vinculor may revise these Terms from time to time; material changes will be notified through the Platform or by email prior to taking effect. Continued use of the Platform after the effective date of revised Terms constitutes acceptance of the revised Terms.
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
Except for claims that qualify for small claims court or claims for injunctive relief to protect intellectual property or confidential information, you and Vinculor agree that any other dispute, claim, or controversy arising out of or relating to these Terms or the Platform will be resolved by binding, individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, rather than in court, except that either party may bring an individual action in small claims court.
This arbitration agreement is between you and Vinculor only. It governs claims against Vinculor arising out of or relating to these Terms or the Platform. It does not require arbitration of a dispute between a Business and a Creator arising from a transaction facilitated through the Platform — those disputes remain between the parties to that transaction and are not covered by this Section.
Nothing in this Section requires arbitration of a claim or case to the extent a claimant is entitled under applicable law to elect not to arbitrate, including under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act.
YOU AND VINCULOR EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION. Disputes will be arbitrated only on an individual basis. If this class action waiver is found unenforceable as to a particular claim or request for relief, that claim or request must be brought in court, but the remainder of this arbitration agreement will still apply.
You may opt out of this arbitration agreement within 30 days of first accepting these Terms by sending written notice to support@vinculor.com with your name, account email, and a clear statement that you wish to opt out of arbitration.
If any portion of this Section is found unenforceable as to a particular claim, that claim shall proceed in court and the remainder of this Section shall continue to apply to all other claims.
These Terms are governed by the laws of the State of Colorado, without regard to its conflict-of-laws principles, except as preempted by the Federal Arbitration Act with respect to Section 21. For any dispute not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of: (a) the state courts of Colorado located in Jefferson County, Colorado; or (b) the United States District Court for the District of Colorado, whichever has subject-matter jurisdiction over the dispute, and each party waives any objection to venue in either such court.
23.1 Entire Agreement. These Terms, together with any policies referenced herein (including the Privacy Policy), constitute the entire agreement between you and Vinculor regarding the Platform, superseding any prior agreements.
23.2 Severability. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
23.3 No Waiver. Vinculor's failure to enforce any provision is not a waiver of its right to do so later.
23.4 Assignment. You may not assign these Terms without Vinculor's prior written consent. Vinculor may assign these Terms in connection with a merger, acquisition, or sale of assets.
23.5 Force Majeure. Vinculor is not liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, labor disputes, internet or payment-processor outages, or governmental action.
23.6 Notices. Vinculor may provide notices to you via the email address associated with your account or through the Platform. You may send notices to Vinculor at support@vinculor.com.
Questions about these Terms may be directed to support@vinculor.com.