Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") form a binding agreement between you and CredClout LLC ("CredClout", "we", "us", or "our") and govern your access to and use of the CredClout website at credclout.com, our public API, our Shopify application, and any related services (collectively, the "Service").

By creating an account, installing our Shopify app, or otherwise using the Service, you agree to these Terms and to our Privacy Policy. If you are using the Service on behalf of an organization, you represent that you are authorized to bind that organization, and "you" refers to that organization.

If you do not agree to these Terms, do not use the Service.

2. Eligibility

You must be at least 18 years old and capable of entering into a binding contract under the law of your jurisdiction. The Service is not available to anyone previously suspended or removed by us.

3. Description of Service

CredClout is a platform that allows users to verify their social media presence and share aggregated, opt-in statistics with participating Shopify merchants. Merchants may use this information to offer influence-based discounts and perks to verified shoppers at checkout.

CredClout does not control merchant pricing, discount amounts, or eligibility criteria; merchants set these independently.

4. Accounts

• You must provide accurate and complete information when creating an account and keep it up to date.
• You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.
• You must not share your account, sell access to it, or transfer it to another person without our written consent.
• You must promptly notify us at security@credclout.com of any unauthorized use of your account.

5. Subscription Plans, Billing, and Refunds

5.1 Plans

CredClout offers paid subscription plans (currently $29, $99, and $249 per month, subject to change). Plan features and influencer caps are described at credclout.com/pricing. We may modify plan features or pricing prospectively; changes will not affect a paid term already in progress.

5.2 Billing

By subscribing, you authorize us (and our payment processor) to charge your payment method on a recurring basis until you cancel. You are responsible for providing valid payment information and for all taxes associated with your subscription.

5.3 Auto-renewal

Subscriptions automatically renew at the end of each billing cycle at the then-current rate unless cancelled before renewal. You can cancel at any time from your account settings; cancellation takes effect at the end of the current billing period.

5.4 Refunds

Except where required by law, fees are non-refundable. We may, in our sole discretion, issue prorated refunds for service outages or other extenuating circumstances.

5.5 Free trials and promotions

We may offer free trials or promotional pricing. Unless we tell you otherwise, free trials automatically convert to paid subscriptions at the end of the trial period unless cancelled.

6. Social Media Connections

When you connect a social media account, you authorize CredClout to access your public profile information and statistics through the platform's official API and OAuth scopes you grant.

You agree to:

• comply with the terms of service of each connected platform (YouTube, Instagram, TikTok, X/Twitter, Facebook, etc.);
• only connect accounts that you own and are authorized to connect;
• not use the Service to violate any platform's terms or policies.

You can disconnect any account at any time. CredClout is not responsible for changes to third-party platform APIs, terms, or policies that may affect the Service or our ability to access your statistics.

YouTube. When you use YouTube features of the Service, you agree to be bound by the YouTube Terms of Service (youtube.com/t/terms). You may revoke CredClout's access to your Google account at security.google.com/settings/security/permissions.

7. Store Visibility and Discounts

By enabling store visibility in your account settings, you consent to sharing your CredClout grade tier, aggregated follower count, and connected platform list with participating Shopify merchants whose stores you visit during checkout. You can disable store visibility at any time.

Discount amounts and eligibility are determined by individual merchants. CredClout facilitates verification but does not guarantee any specific discount, offer, or outcome. Merchants may add, change, or discontinue their discount programs at any time.

8. Public Profiles and Handles

8.1 Public profiles

The Service lets you create an optional public profile page, located at a URL of the form credclout.com/{handle}, that may display your chosen handle, title, bio, Clout Score, and links to your connected social accounts. Your public profile is disabled by default and is visible to others only while you choose to keep it enabled. You may disable it, or change what it displays, at any time from your settings. You are solely responsible for the information you choose to make public.

8.2 Handles are licensed, not owned

A "handle" is a unique identifier we license to you for use with the Service on a first-come, first-served basis. A handle is licensed, not sold: you do not own your handle and acquire no intellectual property or other ownership right in it. You may not sell, rent, transfer, or otherwise make a handle available to any other person.

8.3 No impersonation or bad-faith use

You must not select or use a handle, title, bio, or public profile that:

• impersonates, or is likely to be confused with, or falsely suggests affiliation with, any other person, brand, or organization;
• infringes another party's trademark, name, likeness, or other rights;
• is misleading, deceptive, or selected in bad faith, including to prevent a rightful party from using it or to profit from its resale ("squatting"); or
• is unlawful, offensive, or otherwise violates Section 11 (Acceptable Use).

8.4 Our right to reclaim or reassign

We reserve the right, at our sole discretion and without liability to you, to change, reclaim, suspend, remove, or reassign any handle, and to disable or remove any public profile, at any time and with or without notice, including where we believe in good faith that the handle or profile:

• impersonates, or is likely to be confused with, another person, brand, or organization;
• infringes or conflicts with a trademark, name, or other right (we generally give priority to the holder of a corresponding trademark or to the established public identity associated with the name);
• violates these Terms;
• is dormant or is associated with a deleted, suspended, or long-inactive account; or
• is claimed by a party we reasonably determine to have a superior right to it.

Where we reclaim a handle in connection with a trademark, name, or identity claim, we may reassign it to the party we determine to be its rightful holder. You agree that you have no claim against us arising from our exercise of the rights in this Section 8.

8.5 Trademark and impersonation reports

If you believe a handle or public profile infringes your trademark or impersonates you or your brand, contact us at legal@credclout.com with details of your claim and your rights. We review such reports and may take action under Section 8.4.

8.6 No obligation to monitor

We have no obligation to screen, monitor, or reclaim handles or public profiles. Our exercise (or non-exercise) of the rights in this Section 8 in any instance does not waive our ability to act in any other instance.

9. Merchant Terms

This Section 9 applies to merchants who install the CredClout Shopify app, in addition to the rest of these Terms.

9.1 Permitted use

Merchants may use customer social media data obtained through CredClout solely to:

• determine eligibility for influence-based discounts or perks;
• apply discounts at checkout;
• analyze, in aggregate and anonymized form, the performance of CredClout-driven discounts.

9.2 Prohibited merchant uses

Merchants must not:

• store, export, or retain customer social media data beyond what is necessary for a single checkout session;
• use customer social media data for marketing, advertising, profiling, or any purpose unrelated to applying a CredClout-facilitated discount;
• combine CredClout data with other data sources to build profiles of shoppers;
• share, sell, or disclose CredClout data to third parties.

9.3 Compliance

Merchants must:

• maintain a public privacy policy that accurately describes the merchant's use of CredClout and any data sharing with us;
• comply with all applicable laws, including the GDPR, UK GDPR, CCPA/CPRA, and other privacy laws;
• comply with Shopify's Protected Customer Data Requirements and the Shopify Partner Program Agreement;
• obtain any required shopper consent before sharing customer data with CredClout.

9.4 Audit and termination

We may audit merchant compliance with this Section 9 and may suspend or terminate any merchant's access for actual or suspected violation.

10. Verification and CredCode

CredClout calculates an aggregated influence score and grade tier from your connected social statistics and may issue a "CredCode", a verifiable token representing your verified influencer status. You must not:

• copy, reverse-engineer, or attempt to forge CredCodes;
• use a CredCode that does not belong to you;
• transfer or sell a CredCode to another person.

We may modify, revoke, or invalidate any CredCode at any time, including if we determine your social statistics were manipulated or your account violates these Terms.

Verification decisions are partially or fully automated. You may request human review or contest a decision; see our Privacy Policy Section 5.

11. Acceptable Use

You agree not to:

• provide false, misleading, or inflated social media information;
• use bots, click farms, purchased followers, or any artificial means to inflate social statistics, and you represent that all statistics presented to CredClout are organic;
• attempt to manipulate, defeat, or game the verification system, scoring algorithm, or discount eligibility;
• impersonate any person or organization or misrepresent your affiliation with any person or organization;
• access or use the Service in any way that violates applicable law or any third-party platform's terms;
• interfere with or disrupt the Service, its infrastructure, or other users' access;
• access the Service through automated means (scraping, crawling) except as expressly permitted by our API documentation;
• attempt to gain unauthorized access to any part of the Service, other accounts, or our systems;
• probe, scan, or test the vulnerability of the Service except under a written security testing agreement with us;
• decompile, reverse-engineer, or attempt to derive the source code of the Service except where this restriction is prohibited by law;
• upload or transmit viruses, malware, or other harmful code;
• use the Service to harass, defame, or infringe the rights of any person.

12. Intellectual Property

12.1 Our IP

The Service, including all software, designs, graphics, logos, and content (other than User Content), is owned by CredClout or its licensors and is protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms.

12.2 User Content

You retain ownership of content you submit to the Service ("User Content"). You grant CredClout a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, and display User Content as necessary to operate the Service.

12.3 Feedback

If you provide suggestions or feedback, you grant CredClout a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or obligation.

12.4 Trademarks

"CredClout", the CredClout logo, "CredCode", and related marks are trademarks of CredClout. You may not use them without our prior written permission.

12.5 DMCA

If you believe content on the Service infringes your copyright, send a notice meeting the requirements of 17 U.S.C. § 512(c)(3) to dmca@credclout.com. We may remove allegedly infringing content and terminate repeat infringers.

13. API Terms

If you use our public API, you also agree to:

• only use the API in accordance with our published documentation and rate limits;
• not use the API to build a product that competes directly with CredClout;
• not cache or store API responses longer than permitted by our documentation;
• secure any API credentials and treat them as confidential;
• comply with the terms of service of any third-party platform whose data is exposed through the API.

We may modify, throttle, suspend, or discontinue the API at any time.

14. Termination

14.1 By you

You may delete your account at any time from your account settings. Upon deletion, your data is handled in accordance with our Privacy Policy.

14.2 By us

We may suspend or terminate your access at any time, with or without notice, if we reasonably believe you have violated these Terms, if required by law, or if continued provision of the Service to you presents a risk to CredClout, other users, or third parties.

14.3 Effect of termination

Upon termination, your right to use the Service ends immediately. Sections that by their nature should survive termination (including 5.4, 8, 10, 11, 12, 15-20, and 21) will survive.

15. 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, non-infringement, and any warranties arising from course of dealing or usage of trade.

We do not warrant that the Service will be uninterrupted, error-free, secure, or free of viruses or harmful components, or that social statistics, grades, or CredCodes will be accurate or current. We do not guarantee any discount, revenue, or outcome.

Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, the above exclusions apply to the maximum extent permitted by law.

16. Limitation of Liability

To the maximum extent permitted by law: CredClout will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data, arising out of or relating to these Terms or the Service, even if advised of the possibility of such damages.

CredClout's total cumulative liability for all claims arising out of or relating to these Terms or the Service will not exceed the greater of (a) the amounts you paid us in the 12 months preceding the event giving rise to liability or (b) US$100.

These limitations apply regardless of the legal theory (contract, tort, or otherwise) and survive any failure of essential purpose of any limited remedy.

Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, our liability is limited to the maximum extent permitted by law.

17. Indemnification

You agree to defend, indemnify, and hold harmless CredClout, its affiliates, and its officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• your use of the Service;
• your violation of these Terms;
• your violation of any law or third-party right (including any social platform's terms);
• your User Content, handle, or public profile;
• if you are a merchant, your handling of customer data obtained through the Service.

We reserve the right to assume the exclusive defense of any matter subject to indemnification, in which case you agree to cooperate with us.

18. Governing Law and Dispute Resolution

18.1 Governing law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Informal resolution

Before filing a claim, you agree to attempt to resolve the dispute informally by contacting legal@credclout.com. If we cannot resolve the dispute within 60 days, either party may proceed to formal dispute resolution.

18.3 Arbitration (US users)

If you reside in the United States, you and CredClout agree that any dispute arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver. You and CredClout agree to bring claims only in an individual capacity and not as part of a class, consolidated, or representative action. The arbitrator may not consolidate claims or preside over any class proceeding.

Opt-out. You may opt out of arbitration by sending written notice to legal@credclout.com within 30 days of first accepting these Terms. If you opt out, Section 18.4 applies.

18.4 Court jurisdiction

Where arbitration does not apply or has been opted out of, the parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute, except that either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property rights.

18.5 EU/UK users

If you are a consumer resident in the EEA or UK, nothing in this Section 18 limits your right to bring proceedings in the courts of your country of residence or restricts mandatory consumer protections under your local law.

19. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email or through the Service at least 30 days before the changes take effect, except where a shorter period is required by law or necessary for security or legal reasons. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Service and may cancel your subscription.

20. Export Controls and Sanctions

You may not use the Service if you are located in, or are a national or resident of, any country subject to comprehensive US sanctions, or if you are on any US government list of restricted parties. You agree to comply with all applicable export control and sanctions laws.

21. General

• Entire agreement. These Terms, together with our Privacy Policy and any other documents incorporated by reference, are the entire agreement between you and CredClout regarding the Service.
• Severability. If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
• No waiver. Our failure to enforce any right or provision is not a waiver.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms without restriction.
• Force majeure. We are not liable for failure or delay caused by events beyond our reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, internet outages, or government action.
• Relationship. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.
• Notices. We may give notice to you by email, through the Service, or by posting on credclout.com. You give notice to us at legal@credclout.com.
• Headings. Section headings are for convenience only and do not affect interpretation.

22. Contact

For questions about these Terms, contact:

CredClout LLC
Email: legal@credclout.com