Terms of Service

Last updated: September 19, 2025

1. Agreement to Terms

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, platform, and related services (collectively, the "Service").

By creating an account, accessing, or using any part of the Service, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you may not access or use the Service.

2. Definitions

• "User" means any person who accesses or uses the Service. A User can act as both a Creator and a Requester.
• "Creator" means a User who performs a Collaboration Task for a Requester to earn Credits.
• "Requester" means a User who spends Credits to post a Collaboration Request.
• "Collaboration Request" means a task posted by a Requester, offering Credits in exchange for a promotional placement by a Creator.
• "User Content" means all content, including but not limited to text, images, videos, and URLs, that a User posts, submits, or shares on or through the Service.
• "Credits" mean the virtual tokens used within the Service's economy. Credits are not real currency and have no monetary value outside of the Service.
• "Collab Autopilot" is a premium, automated feature available to subscribers that re-posts a Collaboration Request after its successful completion.
• "Discover Creators" is a feature that allows Users to earn Credits by watching content from other Users on the platform.
• "Ambassador Program" is the referral program through which Users can earn commission in the form of Credits by referring new Users to the Service.

3. Eligibility and Account Security

You must be at least 16 years of age (or the age of legal majority in your jurisdiction) to use the Service. By using the Service, you represent and warrant that you meet this requirement. You agree to provide accurate and complete information upon registration and to keep your account information updated.

You are solely responsible for all activities that occur under your account and for maintaining the security of your account. You must also ensure that your connected social media accounts (e.g., YouTube) remain in good standing with their respective platforms.

4. The Service and Its Features

4.1. The CollabPals Platform

The Service is a platform that enables Users to exchange promotional services through a virtual economy based on Credits. We act as a neutral facilitator and are not a party to any agreement between Users. We do not guarantee the quality, success, or outcome of any collaboration.

4.2. Credits

Credits are the currency of the Service. You can acquire Credits by completing Collaboration Requests ("Earning") or by purchasing them directly ("Purchasing"). You may spend Credits to post your own Collaboration Requests.

• Limited License: Credits are a limited, non-transferable, revocable license for use within the Service only. Credits are not property and have no cash value, monetary value, or other value outside of the Service.
• No Refunds: All purchases of Credits are final and non-refundable, except where required by applicable law.
• Service Fee: When a Creator earns Credits from a completed Collaboration Request, CollabPals will deduct a service fee from the amount earned. This fee is subject to change at our discretion.
• Forfeiture for Violation: If your account is terminated for violating these Terms, any remaining Credit balance may be forfeited without a refund.
• Forfeiture for Inactivity: If your account remains inactive for a continuous period of twelve (12) months, we reserve the right to deem your account dormant and expire any remaining Credit balance without notice or compensation.

4.3. Subscriptions and Payments

We offer optional paid subscription plans ("Subscriptions") that provide access to premium features and benefits, such as monthly Credit allotments and Collab Autopilot.

• Billing: Subscriptions are billed on a recurring basis (e.g., monthly or yearly) through our third-party payment processor, Stripe. By purchasing a Subscription, you authorize us to charge your payment method on a recurring basis until you cancel.
• Cancellation: You may cancel your Subscription at any time through our designated billing portal. Your Subscription will remain active until the end of the current billing period, and you will not be charged again.
• No Refunds for Subscriptions: Subscription fees are non-refundable. No refunds or credits will be provided for partial subscription periods or unused services.

4.4. Collab Autopilot

Subscribers may have access to Collab Autopilot. You are responsible for ensuring you have a sufficient Credit balance to fund any automated re-posting of your Collaboration Requests. CollabPals is not liable if the feature is unable to execute due to an insufficient Credit balance.

4.5. Ambassador Program

All Users are eligible to participate in the Ambassador Program. By sharing your unique referral link, you can earn a commission, paid in Credits, based on the activity of Users who sign up through your link.

• Tracking: Referrals are tracked using browser cookies. For a referral to be successful, the new User must sign up within the cookie's lifetime and not have cleared their cookies.
• Prohibited Activities: Self-referrals, spamming, and any deceptive practices are strictly prohibited and will result in forfeiture of earned commissions and potential account termination.

5. User Conduct and Responsibilities

You agree not to:

• Violate any applicable law, regulation, or third-party rights, including intellectual property rights.
• Post content that is unlawful, defamatory, harassing, obscene, fraudulent, or otherwise objectionable.
• Engage in any activity that is fraudulent or deceptive, including manipulating the Credit system, creating fake accounts, or engaging in self-dealing.
• Remove, delete, or otherwise invalidate a completed collaboration (e.g., deleting a community post or video comment) after it has been approved and Credits have been transferred. Doing so may result in immediate account termination and forfeiture of your Credit balance.
• Interfere with, disrupt, or compromise the security or integrity of the Service.
• Reverse-engineer, decompile, or otherwise attempt to discover the source code of the Service.

6. User Content and Promotional Disclosures

6.1. License to Your Content

You retain all ownership rights to your User Content. However, by submitting User Content to the Service, you grant CollabPals a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, display, and perform your User Content solely in connection with operating, promoting, and improving the Service.

6.2. Promotional Disclosure Requirements

You are solely responsible for complying with all applicable laws, regulations, and platform policies (including those of YouTube, the FTC, and other regulatory bodies) regarding the disclosure of sponsored or compensated content. When completing a Collaboration Request, you must clearly and conspicuously disclose the promotional nature of the content. This may include, but is not limited to:

• Using clear language such as "This shoutout is a CollabPals collaboration" or hashtags like #ad, #promotion, or #collab.
• Utilizing platform-specific tools, such as YouTube's "includes paid promotion" feature.

Failure to provide adequate disclosures may result in account suspension or termination. CollabPals assumes no liability for your failure to comply with your disclosure obligations.

6.3. AI-Generated Content

The Service may use artificial intelligence to generate suggested text for shoutouts or other User Content. These suggestions are provided for convenience only. You are solely responsible for reviewing, editing, and ensuring the final content you publish is accurate, appropriate, and compliant with all applicable policies and these Terms.

7. Intellectual Property

The Service and its original content, features, and functionality are and will remain the exclusive property of CollabPals Inc. and its licensors. Our trademarks may not be used in connection with any product or service without our prior written consent.

8. Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COLLABPALS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

COLLABPALS IS A NEUTRAL VENUE AND DOES NOT GUARANTEE ANY SPECIFIC OUTCOME, SUCH AS AN INCREASE IN SUBSCRIBERS, VIEWS, REVENUE, OR OTHER RESULTS, FROM YOUR USE OF THE SERVICE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COLLABPALS, ITS AFFILIATES, AGENTS, DIRECTORS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE.

IN NO EVENT SHALL COLLABPALS'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (USD $100.00) OR (B) THE AMOUNTS YOU PAID TO COLLABPALS IN THE 12 MONTHS PRECEDING THE CLAIM.

10. Indemnification

You agree to defend, indemnify, and hold harmless CollabPals and its affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Service; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (d) any claim that your User Content caused damage to a third party.

11. Termination

We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. Upon termination, your right to use the Service will cease immediately.

If we terminate your account for a breach of these Terms, you will not be eligible for a refund of any subscription fees paid, including for any unused portion of your subscription term. You may terminate your account at any time by contacting our support. All provisions of the Terms which by their nature should survive termination shall survive termination.

12. Third-Party Services

The Service integrates with and relies on third-party services, including but not limited to YouTube and Stripe. Your use of the Service is also subject to the terms and conditions of these third parties (e.g., the YouTube Terms of Service). CollabPals is not responsible or liable for the actions, content, or availability of any third-party services.

13. Dispute Resolution

13.1. Governing Law

These Terms shall be governed by the laws of the Province of Ontario, Canada, without regard to its conflict of law provisions.

13.2. Arbitration and Class Action Waiver

You agree that any dispute arising from these Terms or your use of the Service will be resolved by binding arbitration. YOU AND COLLABPALS WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

14. General Provisions

• Changes to Terms: We reserve the right to modify these Terms at any time. We will provide notice of material changes by updating the "Last updated" date and, where appropriate, notifying you via email or an in-app banner. Your continued use of the Service after such changes constitutes your acceptance of the new Terms.
• Entire Agreement: These Terms constitute the entire agreement between you and CollabPals concerning the Service.
• Severability: If any provision of these Terms is held to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
• Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without condition.

15. Contact Us

If you have any questions about these Terms, please contact us at [email protected].

CollabPals is owned and operated by Virtab Group Ltd.