Terms of Service

Last updated: May 8, 2025

1. Introduction

Welcome to CollabPals Inc. ("CollabPals," "we," "us," or "our"). These Terms of Service (the "Terms") govern your access to and use of the CollabPals website, mobile properties, and related services (collectively, the "Service"). By creating an account, accessing, or using any part of the Service you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not use the Service.

2. Definitions

"Creator" – a user who links a social-media account and may offer promotional placements.
"Requester" – a user who escrows credits to request a collaboration.
"Credits" – virtual tokens that have no cash value and may only be redeemed inside the Service.
"Collaboration Request" – a transaction in which a Requester offers Credits in exchange for a Creator's promotional placement (e.g., community post, video mention).

3. Eligibility & Account Registration

You must be at least 16 years old (or the age of majority in your jurisdiction, whichever is higher) and capable of forming a legally binding contract to use the Service. You agree to provide accurate information and to keep it current. You are responsible for all activity that occurs under your Google-authenticated account.

4. The Service

4.1 Credit Marketplace

Credits are required to publish Collaboration Requests. When a Creator successfully completes a Request, Credits (minus a burn percentage set in our .env) are transferred to that Creator. CollabPals may adjust Credit pricing, burn rates, and tier costs at any time.

4.2 Payments & Subscriptions

Stripe processes all card payments. By purchasing Credits or subscribing to a plan you authorize us (and Stripe) to charge your payment method, including all applicable taxes. All fees are stated and charged in U.S. dollars unless otherwise noted.

4.3 No Monetary Value

Credits are not redeemable for cash or refunds except where required by law. We may revoke or expire Credits if we suspect fraud, abuse, or failure to comply with these Terms.

5. Acceptable Use

You agree not to:

Violate any applicable law, regulation, or third-party right.
Post content that is unlawful, defamatory, harassing, obscene, or otherwise objectionable.
Interfere with the security or integrity of the Service.
Manipulate Credit flow, including creating fake accounts or self-dealing.
Reverse-engineer, decompile, or attempt to discover the source code of the Service.

We reserve the right to suspend or terminate your account, with or without notice, for any violation of this section.

6. User-Generated Content

You retain ownership of content you post (videos, images, text, URLs, and other materials, "UGC") but grant CollabPals a worldwide, royalty-free, sublicensable license to use, display, reproduce, adapt, and distribute your UGC solely to operate and improve the Service. You represent that you have all rights necessary to grant this license.

6.1 Promotional Disclosure Requirements

To ensure compliance with applicable laws and platform policies (including those of YouTube, the FTC, and similar regulatory bodies), all users must clearly disclose when a shoutout, mention, comment, or any other promotional activity is part of a compensated or reciprocal arrangement facilitated through the CollabPals platform.

Identify the content as a “collaboration” or “promotion” within community posts, video descriptions, comments, or end screens.
Use clear language such as “This shoutout is part of a CollabPals collaboration” or hashtags like #Collab #Promotion where space is limited.
Enable YouTube’s “includes paid promotion” checkbox where applicable.

You are solely responsible for ensuring that your content complies with local advertising laws and the terms of any platform where the content appears. CollabPals assumes no liability for users’ failure to comply with disclosure obligations.

7. Intellectual Property

CollabPals and all related trademarks, logos, and software are the exclusive property of CollabPals Inc. Except for the limited license expressly granted in these Terms, we reserve all rights not expressly granted to you.

8. Confidentiality

Any non-public information you obtain about another user or about CollabPals in connection with a Collaboration Request must be kept confidential and used only for that Request.

9. Beta Features

We may offer experimental features labeled "beta," "preview," or similar. Such features are provided as is and may be modified or discontinued at any time without notice.

10. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT COLLABPALS WILL LEAD TO ANY INCREASE IN SUBSCRIBERS, REVENUE, OR OTHER RESULTS.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COLLABPALS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT. IN NO EVENT SHALL OUR AGGREGATE LIABILITY EXCEED THE GREATER OF (i) AMOUNTS YOU PAID COLLABPALS IN THE 12 MONTHS PRECEDING THE CLAIM OR (ii) ONE HUNDRED U.S. DOLLARS (US $100).

12. Indemnification

You agree to indemnify, defend, and hold harmless CollabPals and its affiliates from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your use of the Service, (b) your UGC, or (c) your violation of these Terms.

13. Termination

You may close your account at any time. We may suspend or terminate the Service or your account if we believe you have violated these Terms or if necessary to protect the integrity of the Service. Sections that by their nature should survive termination will survive (including Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, and Dispute Resolution).

14. Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

14.2 Arbitration & Class-Action Waiver

Any dispute arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by ADR Chambers under its Arbitration Rules. You and CollabPals waive any right to bring claims as a class or representative action.

15. Changes to the Service or Terms

We may modify the Service or these Terms at any time. We will post the revised Terms on this page and update the "Last updated" date above. Material changes will become effective 30 days after posting. Your continued use of the Service constitutes acceptance of the revised Terms.

16. Force Majeure

CollabPals shall not be liable for any failure to perform due to causes beyond its reasonable control, such as natural disasters, acts of government, war, terrorism, civil unrest, labor shortages, or Internet interruptions.

17. Assignment

CollabPals may assign or transfer these Terms without restriction. You may not assign these Terms without our prior written consent.

18. Entire Agreement & Severability

These Terms constitute the entire agreement between you and CollabPals regarding the Service and supersede all prior agreements. If any provision is held invalid, the remaining provisions will remain in full force and effect.

19. Contact Us

Questions? Email us at [email protected] or write to CollabPals Inc., Toronto, ON, Canada.