Version 1.0 — Draft
Niibu Inc.

Creator Terms & Conditions

DRAFT — FOR LEGAL REVIEW PRIOR TO PUBLICATION

Effective Date [•], 2026

1. Introduction and Acceptance of Terms

These Creator Terms & Conditions (the “Creator Terms”) govern your access to and use of the Niibu platform, applications, websites, tools, and services (collectively, the “Platform”) as a Creator. The Platform is owned and operated by Niibu Inc. (“Niibu,” “we,” “us,” or “our”).

By registering a Creator account, claiming a Creator username, participating in any Niibu monetization program, or otherwise using the Platform as a Creator, you agree to be bound by these Creator Terms, the Niibu Terms of Service, the Niibu Privacy Policy, the Community Guidelines, and any program-specific rules published in the app (collectively, the “Agreement”). If you do not agree, you must not register as a Creator or use Creator features.

If there is a conflict between these Creator Terms and the general Terms of Service, these Creator Terms control with respect to Creator-specific features, monetization, and payouts.

2. Definitions

  • “Creator” means a user who registers for a Creator account and is approved to publish content, sell products, offer subscriptions, and participate in monetization programs on the Platform.
  • “Fan / Customer” means a user of the customer-facing Niibu application who follows, engages with, subscribes to, or purchases from Creators.
  • “Content” means any video, photo, image, text, thread, comment, livestream, audio, product listing, or other material you upload, publish, or make available through the Platform.
  • “Qualified Interaction” means a view, like, comment, follow, share, or shopping interaction that satisfies Niibu's eligibility, authenticity, and anti-fraud criteria as described in Section 8 and in the in-app program rules.
  • “Verified Follower” means a follower whose follow of your account has passed Niibu's verification process, including identity/contact verification signals, the applicable hold period, and anti-fraud checks.
  • “Earnings” means amounts credited to your Creator wallet under the monetization programs described in these Creator Terms, prior to any deductions, adjustments, reversals, taxes, or fees.
  • “Tier Multiplier” means an audience-size-based multiplier applied to certain engagement Earnings, as described in Section 7.
  • “Payment Partner” means Niibu's payment processing service(s) and/or licensed third-party payment providers responsible for billing, wallets, ledgers, and payout execution.

3. Eligibility and Account Registration

To register and operate a Creator account, you must:

  • Be at least eighteen (18) years old and have full legal capacity to enter into a binding contract;
  • Provide accurate, current, and complete registration information, and keep it updated;
  • Complete any identity, contact (email/phone), and tax verification steps we or our Payment Partner require, including “Know Your Customer” (KYC) and sanctions screening where applicable;
  • Maintain only one (1) Creator account per person unless we expressly authorize otherwise in writing;
  • Not be a person barred from receiving services under the laws of the United States, Canada, or any other applicable jurisdiction, and not appear on any government sanctions or restricted-party list.

You are responsible for safeguarding your login credentials and for all activity that occurs under your account. Notify us immediately of any unauthorized use.

4. Creator Usernames

Creator usernames are unique, case-insensitive identifiers. By claiming a username, you agree that:

  • Usernames must be 3–30 characters and may contain only lowercase letters (a–z), numbers (0–9), periods (.), and underscores (_); they may not begin or end with a period or underscore, and may not contain consecutive periods;
  • Certain words are reserved and unavailable (including brand terms, official/system terms, and terms reserved for trust and safety reasons);
  • You may not claim usernames to impersonate any person or entity, to squat on trademarks or well-known names, or to resell or transfer usernames;
  • Niibu may reclaim, reassign, or require you to change a username at any time for legitimate business, legal, or trust-and-safety reasons, including trademark disputes and prolonged account inactivity.

5. Content Ownership and License

5.1 You Own Your Content

You retain all ownership rights in the Content you create and publish on the Platform, subject to the licenses granted below and any third-party rights contained in your Content.

5.2 License to Niibu

By publishing Content on the Platform, you grant Niibu a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to host, store, cache, reproduce, transcode, adapt (for technical display purposes), distribute, publicly perform, publicly display, and otherwise use your Content for the purposes of operating, promoting, improving, and marketing the Platform, including in feeds, explore/discovery surfaces, recommendations, notifications, and Platform marketing materials. This license continues for a commercially reasonable period after Content is deleted solely to the extent required for backups, legal compliance, and Content already shared or embedded by others.

5.3 Your Representations

You represent and warrant that you own or have secured all rights, licenses, consents, releases, and permissions necessary for your Content (including music, footage, images, trademarks, and appearances of other people) and that your Content does not infringe or violate any third-party rights or applicable law.

6. Content Standards and Prohibited Conduct

You must comply with the Niibu Community Guidelines at all times. Without limitation, you may not publish or engage in:

  • Illegal content or activity; content that sexualizes or endangers minors (zero tolerance; reported to authorities);
  • Non-consensual intimate imagery, harassment, hate speech, threats, or incitement of violence;
  • Deceptive practices, including undisclosed paid promotions, fake giveaways, misleading health/beauty claims, and manipulated media presented as authentic;
  • Artificial engagement of any kind: purchasing followers, likes, views, or comments; bot networks; engagement pods; view farms; incentivized follow/unfollow schemes; or any manipulation of metrics tied to Earnings;
  • Circumvention of Platform fees or payment systems, including directing users off-platform to complete transactions that originate on the Platform in order to avoid commissions;
  • Scraping, reverse engineering, or interfering with the Platform, its APIs, or its security and anti-fraud systems.

As a Creator publishing beauty and wellness content, you must comply with all applicable advertising and consumer-protection laws, including the U.S. FTC Endorsement Guides and the Canadian Competition Act, and clearly disclose material connections with brands (e.g., #ad, #sponsored).

7. Monetization Programs — Overview

Subject to your continued eligibility and compliance with the Agreement, Niibu offers the following Earnings streams. All rates, thresholds, multipliers, and program mechanics are set out in these Creator Terms and the in-app program rules, and may be modified as described in Section 19.

  • Verified Follower Rewards: USD $1.00 for each Verified Follower gained in the United States, subject to Section 8.
  • Engagement Earnings: per-interaction payouts for Qualified Interactions at the base rates of $0.33 per qualified view, $0.02 per qualified like, and $0.10 per qualified comment, subject to Section 9.
  • Fan Subscriptions: an 80/20 revenue split (80% to the Creator) on net subscription revenue, subject to Section 10.
  • Commerce: product sales through shoppable posts, with a 5% Platform commission on net sales, subject to Section 11.
  • Brand Campaigns: escrow-protected earnings from brand collaborations and events, subject to Section 12.

7.1 Tier Multipliers

Certain engagement-based Earnings are scaled by a Tier Multiplier based on your verified audience size and account standing, ranging from 0.80x to 1.50x. Your current tier and multiplier are displayed in the Creator app. Tier assignment criteria, evaluation windows, and multiplier values are determined by Niibu and may be updated with notice through the app.

7.2 No Guarantee of Earnings

Participation in monetization programs does not guarantee any level of income. All published rates are maximum base rates for Qualified Interactions only; actual Earnings depend on verification outcomes, audience authenticity, program caps, tier multipliers, and your compliance with the Agreement. Nothing in these Creator Terms creates an employment, agency, partnership, joint venture, or franchise relationship. You are an independent contractor.

8. Verified Follower Rewards ($1 per Verified Follower)

8.1 How It Works

When a user follows your account, a reward candidate is created in “pending” status. The reward becomes payable only after it is verified. Verification includes, at minimum:

  • The follower's account has at least one strong verification signal (e.g., verified email or phone) and meets minimum account-age requirements;
  • The follow persists through a hold period (currently 72 hours, subject to change) without being unfollowed;
  • The follower has not previously generated a reward for your account (each unique follower can generate at most one reward per Creator, ever — re-follows do not re-qualify);
  • The follow passes anti-fraud screening, including device, network, velocity, churn, and behavioral checks;
  • Both accounts are active and in good standing, with no blocks between them.

8.2 Status Lifecycle

Rewards progress through the following statuses, visible in your Creator app: pending → verified → payout requested → paid. A reward may also be canceled (e.g., unfollow during the hold period, failed verification, or fraud signals) or reversed after payment if fraud or abuse is later detected.

8.3 Geographic Scope

Unless otherwise stated in the in-app program rules, the $1.00 reward applies to Verified Followers located in the United States. Followers in other regions may qualify for different reward amounts, or no reward, as specified in the app.

8.4 Fraud, Forfeiture, and Clawback

Any attempt to generate artificial follows — including bots, purchased followers, incentivized follow schemes, coordinated follow/unfollow rings, self-follows through alternate accounts, or exploitation of verification logic — is a material breach of the Agreement. Niibu may, at its sole discretion: (a) cancel pending or verified rewards; (b) reverse and recover (offset or claw back) amounts already paid; (c) suspend or terminate your monetization eligibility or account; and (d) report unlawful conduct to authorities. Niibu's fraud determinations are based on technical and behavioral signals and are final, subject to the appeal process described in Section 15.

9. Engagement Earnings (Views, Likes, Comments)

9.1 Base Rates and Qualification

Engagement Earnings accrue only for Qualified Interactions. Base rates are: $0.33 per qualified view, $0.02 per qualified like, and $0.10 per qualified comment, in each case before application of your Tier Multiplier and any program caps. An interaction qualifies only if, among other criteria:

  • It originates from a genuine, unique, verified human user account in good standing;
  • For views: the view meets minimum watch-time/completion thresholds defined in the in-app program rules and is not a repeated view from the same user beyond permitted limits;
  • For comments: the comment is substantive and not spam, duplicated, automated, or generated primarily to trigger payouts;
  • It is not the product of self-engagement, engagement exchanges, bots, incentivized schemes, or any manipulation;
  • It survives Niibu's anti-fraud screening and any applicable hold or review period.

9.2 Caps, Adjustments, and Reversals

Niibu may apply per-user, per-post, daily, or program-level caps on Earnings-eligible interactions; may down-weight or exclude interactions from low-trust cohorts; and may adjust, withhold, cancel, or reverse Engagement Earnings that are attributable to fraud, error, metric manipulation, or Content later removed for violating the Agreement. Metrics displayed publicly (e.g., view counts) may differ from Earnings-eligible Qualified Interactions.

10. Fan Subscriptions

10.1 Tiers and Billing

You may create subscription tiers with subscriber-only content and benefits. All subscription billing for the mobile applications is processed exclusively through Apple In-App Purchase and Google Play Billing. Prices are selected from available price points, and the applicable app store acts as merchant of record for the purchase.

10.2 Revenue Split

You receive 80% and Niibu receives 20% of Net Subscription Revenue. “Net Subscription Revenue” means gross subscription amounts actually received by Niibu after deduction of app store fees/commissions (e.g., Apple/Google commissions), payment processing fees, refunds, chargebacks, taxes collected, and required withholdings. Because app stores deduct their commission before remittance, your 80% share is calculated on the post-app-store-fee amount.

10.3 Cancellations, Refunds, and Entitlements

Subscribers manage cancellations through their app store account; cancellation generally takes effect at the end of the current billing period, and the subscriber retains access until that date. Refunds and chargebacks are governed by app store policies and our Payment Partner; corresponding Earnings will be reversed from your wallet. You must not attempt to circumvent app store billing for subscriptions purchased through the mobile apps.

10.4 Your Obligations to Subscribers

You must maintain the benefits advertised for each tier, must not materially reduce benefits for existing subscribers without reasonable notice, and must not paywall content in a deceptive manner. Niibu may refund subscribers and deduct the corresponding amounts from your Earnings if you abandon a tier or materially fail to deliver advertised benefits.

11. Commerce and Shoppable Posts

You may list products and attach them to posts. For each completed sale attributed through the Platform, Niibu charges a commission of 5% of Net Sales (gross sale price less refunds, returns, chargebacks, discounts, shipping, and taxes). You are solely responsible for:

  • The legality, safety, quality, authenticity, labeling, and regulatory compliance of your products (including cosmetics, personal care, and wellness product regulations such as FDA and Health Canada requirements);
  • Accurate product descriptions, pricing, availability, fulfillment, shipping, returns, and customer service;
  • All claims made about products, including prohibited or unsubstantiated health, therapeutic, or cosmetic claims;
  • Collection and remittance of applicable sales taxes where you are the seller of record, except where Niibu or its Payment Partner is required by law to collect and remit on your behalf.

Niibu is a platform, not the seller of your products, and disclaims responsibility for your products to the fullest extent permitted by law. Sales proceeds are credited to your wallet by the Payment Partner net of commission and applicable fees.

12. Brand Campaigns, Collaborations, and Events

12.1 Campaigns and Deliverables

Brands may publish campaigns; you may apply or receive invitations. If accepted, you must complete the specified deliverables (e.g., posts linked to the campaign) by the stated deadlines and in compliance with the campaign brief, disclosure laws, and the Agreement. Campaign metrics are computed from Platform analytics and are used to assess deliverable performance.

12.2 Escrow Protection

Campaign and event budgets may be held in escrow by our Payment Partner. Escrowed funds are released according to the applicable campaign or event terms — typically upon verified completion of deliverables or event completion. If deliverables are not completed, are rejected for material non-compliance with the brief, or the campaign is canceled, escrowed funds may be returned to the brand in whole or in part per the campaign terms. Niibu may provide dispute-resolution processes between Creators and brands but is not a party to the underlying collaboration agreement unless expressly stated.

12.3 Cost-Split Events

Where you host events with cost-splitting, committed sponsor funds are escrowed and released per the event's split model and completion criteria. You are responsible for delivering the event substantially as described; misrepresentation or failure to deliver may result in refunds to sponsors, forfeiture of related Earnings, and enforcement action.

13. Wallet, Payouts, and Taxes

13.1 Wallet

Your Creator wallet displays Earnings, categorized as engagement earnings and sales earnings, together with transaction history. Wallet balances are maintained by our Payment Partner, which is the authoritative record of all amounts. In-app displays are informational and may be adjusted to correct errors.

13.2 Payouts

Payouts are executed by the Payment Partner to your linked payout method, subject to: (a) completion of identity/KYC and tax onboarding; (b) any minimum payout threshold and payout schedule stated in the app; (c) applicable hold, review, or reserve periods for fraud and chargeback risk; and (d) your account being in good standing. Payouts may be delayed, withheld, or offset to the extent reasonably necessary to investigate suspected fraud, satisfy legal requirements, or recover amounts you owe (including reversals, refunds, chargebacks, and clawbacks).

13.3 Taxes

You are solely responsible for all taxes on your Earnings, including income and self-employment taxes. You must provide accurate tax documentation (e.g., IRS Form W-9 or W-8 series, or applicable Canadian forms). Niibu or its Payment Partner may issue information returns (e.g., Form 1099) and may withhold amounts where required by law. Amounts are stated and paid in USD unless otherwise specified; currency conversion, where applicable, is performed at the Payment Partner's prevailing rates.

13.4 Errors and Overpayments

If amounts are credited to you in error or later become repayable (fraud, reversal, refund, chargeback, program violation), you authorize Niibu and the Payment Partner to offset such amounts against your wallet balance and future Earnings, and you agree to repay any remaining shortfall on demand.

13.5 Dormancy and Closure

If your account is terminated for material breach involving fraud, associated unpaid fraudulent Earnings are forfeited. On lawful account closure in good standing, verified undisputed balances above the minimum threshold will be paid out per the standard schedule, subject to legal holds.

14. Analytics, Data, and Privacy

The Platform provides analytics (views, interactions, follower/non-follower splits, profile visits, campaign performance, and similar metrics). Analytics are provided “as is” for informational purposes; methodologies may change, and figures may be restated to correct errors or remove invalid activity.

Your use of the Platform is subject to the Niibu Privacy Policy. You may receive limited aggregated data about your audience; you must not attempt to re-identify individual users, must handle any personal data you receive (e.g., through subscriptions or events) in compliance with applicable privacy laws (including PIPEDA, CCPA/CPRA, and GDPR where applicable), and must not use audience data for purposes outside the Platform without lawful basis and required consents.

15. Moderation, Suspension, Termination, and Appeals

Niibu may remove or limit Content, restrict features, apply monetization holds, suspend, or terminate Creator accounts for violations of the Agreement, legal compliance, fraud prevention, or protection of users and the Platform. Where practicable and lawful, we will notify you of enforcement actions and the general reason, and provide an appeal mechanism through the app or by contacting support. Certain determinations (e.g., ongoing fraud investigations, legal restrictions, child-safety matters) may not be appealable or may be subject to limited disclosure.

You may stop using the Platform and close your account at any time. Sections that by their nature should survive termination (including licenses necessary for backups/legal compliance, payment obligations, indemnities, disclaimers, limitations of liability, and dispute resolution) survive.

16. Intellectual Property and Copyright Complaints

The Platform, including its software, design, trademarks (including “Niibu” and associated logos), and all content provided by Niibu, is owned by Niibu or its licensors. No rights are granted except as expressly stated.

Niibu responds to notices of alleged copyright infringement in accordance with applicable law, including the U.S. Digital Millennium Copyright Act (DMCA). We may remove allegedly infringing Content and terminate repeat infringers. Instructions for submitting infringement notices and counter-notices are available in the app and on our website.

17. Disclaimers, Limitation of Liability, and Indemnification

17.1 Disclaimers

THE PLATFORM AND ALL MONETIZATION PROGRAMS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OF ANALYTICS, OR UNINTERRUPTED OR ERROR-FREE OPERATION. NIIBU DOES NOT WARRANT ANY LEVEL OF EARNINGS, AUDIENCE GROWTH, OR CAMPAIGN OPPORTUNITIES.

17.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NIIBU AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND PARTNERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL. NIIBU'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY NIIBU TO YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS; IN THOSE JURISDICTIONS, LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED.

17.3 Indemnification

You will defend, indemnify, and hold harmless Niibu and its affiliates from and against all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your Content; (b) your products, events, or services; (c) your violation of the Agreement or applicable law (including advertising-disclosure and product-regulatory laws); or (d) your infringement of any third-party rights.

18. Governing Law and Dispute Resolution

These Creator Terms are governed by the laws of [Province of Ontario, Canada / State of Delaware, USA — to be confirmed by counsel], without regard to conflict-of-laws principles. Except where prohibited by law, disputes will be resolved by binding individual arbitration under the rules specified in the general Terms of Service, and you and Niibu each waive the right to a jury trial and to participate in class actions, to the extent permitted by applicable law. Either party may bring qualifying claims in small-claims court. Nothing in this section limits non-waivable consumer rights in your jurisdiction.

19. Changes to These Terms and to Programs

Niibu may modify these Creator Terms, program rules, rates, multipliers, thresholds, and eligibility criteria. For material changes that adversely affect your Earnings or obligations, we will provide reasonable advance notice through the app or by email (typically at least 30 days, except where changes are required for legal, security, or anti-fraud reasons, which may take effect immediately). Continued use of Creator features after the effective date constitutes acceptance. Rate changes apply prospectively and do not affect Earnings already verified.

20. General Provisions

  • Entire Agreement: the Agreement is the entire agreement between you and Niibu regarding Creator features and supersedes prior discussions.
  • Assignment: you may not assign the Agreement; Niibu may assign it in connection with a merger, acquisition, or sale of assets.
  • Severability: if any provision is unenforceable, the remainder stays in effect.
  • No Waiver: failure to enforce a provision is not a waiver.
  • Force Majeure: neither party is liable for delays caused by events beyond reasonable control.
  • Notices: Niibu may provide notices via the app, email on file, or the website; you may contact us at legal@niibu.com (or the address published in the app).
  • Language: these Creator Terms are drafted in English; translations are provided for convenience only.

© 2026 Niibu Inc. All rights reserved.

This document is a working draft prepared for internal use and must be reviewed by qualified legal counsel in each operating jurisdiction before publication. Bracketed items [•] require completion.

9. Content Guidelines

Creators must ensure all content complies with Niibu’s community standards and applicable laws.

  • No illegal, harmful, or deceptive content.
  • No copyright-infringing material.
  • No abusive, hateful, or violent content.
  • No impersonation or misleading identity claims.

10. Intellectual Property

All trademarks, branding, and platform technology remain the exclusive property of Niibu Inc. Creators retain ownership of their original content subject to platform licensing rights.

11. Payments

Payments are processed through approved payment providers. Creators are responsible for ensuring accurate payment information and compliance with financial regulations.

  • Payments are issued according to payout schedules.
  • Minimum payout thresholds may apply.
  • Fees may be deducted for processing services.

12. Taxes

Creators are solely responsible for all taxes arising from earnings on the platform. Niibu may report earnings to tax authorities where required by law.

13. Account Termination

Niibu may suspend or terminate Creator accounts for violations of these Terms, fraudulent activity, or legal compliance requirements.

  • Immediate suspension may occur for serious violations.
  • Creators may appeal termination decisions.
  • Remaining balances may be withheld for investigation.

14. Disclaimers

The platform is provided "as is" without warranties of any kind. Niibu does not guarantee income, engagement, or platform availability.

15. Limitation of Liability

To the maximum extent permitted by law, Niibu shall not be liable for indirect, incidental, or consequential damages arising from platform use.

16. Indemnification

You agree to indemnify and hold Niibu harmless from any claims arising from your content, violations of law, or misuse of the platform.

17. Dispute Resolution

Any disputes will be resolved through binding arbitration unless prohibited by local law.

  • Arbitration governed by applicable jurisdiction rules.
  • Class action waiver applies where legally enforceable.
  • Informal resolution encouraged before arbitration.

18. Miscellaneous

These Terms constitute the entire agreement between you and Niibu regarding Creator participation. If any provision is found unenforceable, the remaining provisions remain valid.

19. Changes to Terms

Niibu reserves the right to modify these Creator Terms at any time. Updates will be communicated through the platform or email notifications.

  • Material changes will include advance notice where required.
  • Continued use of the platform constitutes acceptance of updated terms.

20. Governing Law

These Terms are governed by the laws of Delaware, United States, unless otherwise required by local jurisdiction.

21. Severability

If any provision of these Terms is found unenforceable, the remaining provisions shall continue in full force.

22. Assignment

Creators may not assign their rights under these Terms without prior written consent from Niibu. Niibu may assign its rights without restriction.

23. Force Majeure

Niibu is not liable for failure or delay in performance due to events beyond reasonable control, including natural disasters, internet outages, or government actions.

24. Contact Information

For questions regarding these Creator Terms, contact Niibu support through the official platform support channels or email provided in your dashboard.

Final Acknowledgement

BY CONTINUING AS A CREATOR ON NIIBU, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO THESE TERMS IN FULL.

© 2026 Niibu Inc. All rights reserved.