Terms of Service
Clypso Brand Terms of Service
Last updated: September 23, 2026
These Terms of Service ("Terms") are a binding agreement between you (the "Brand," "you") and Clypso UGC LLC ("Clypso," "we"), and govern your access to and use of the Clypso platform. By creating a Brand account or otherwise using Clypso, you agree to these Terms. If you do not agree, do not use the platform. These Terms are separate from, and govern the platform itself rather than, any Letter of Intent, Campaign Addendum, or other agreement you enter into directly with a Creator for a specific deal.
1. Eligibility & Account
You must be at least 18 years old and able to form a binding contract to create a Brand account. If you are registering on behalf of a company, you represent that you have authority to bind that company to these Terms. You agree to provide accurate registration information, keep it up to date, and keep your login credentials secure. You are responsible for all activity that occurs under your account.
2. What Clypso Is (and Isn't)
Clypso is a marketplace that connects Brands with independent Creators for user-generated content (UGC) and facilitates deal messaging, deal terms, and payment. Clypso is not a party to any agreement you enter into with a Creator (including any Letter of Intent, Campaign Addendum, or brief), is not an employer, staffing agency, or legal representative of either party, and does not guarantee the quality, timeliness, legality, or outcome of any engagement. Disputes about the content, quality, or performance of a specific deal are between you and the Creator, subject to Section 5 below.
3. Fees & Payment
Clypso charges a flat 7.5% platform fee, shown up front on every deal; you pay no markup beyond the fee and the deal amount you agree to. You fund the full deal amount into Clypso's escrow before the Creator begins work. Funds are released to the Creator only after you approve the deliverables, or automatically if you have not responded within the review window stated in the deal room (see Section 5). All payments are processed through Clypso's designated payment processor, whose own terms also apply. You are responsible for any taxes associated with your purchases.
4. Non-Circumvention
For as long as you use Clypso, and for 12 months after your last engagement with a specific counterparty you met through the platform, you agree not to solicit, pay, or accept payment from that counterparty outside of Clypso for the same or substantially similar work, for the purpose of avoiding Clypso's fees. Violating this section may result in suspension of your account and liability to Clypso for the fees avoided.
5. Deal Terms, Approvals & Disputes Between Users
The specific terms of each engagement (scope, deliverables, price, usage rights, timeline) are set by the Brand and Creator themselves, typically using Clypso's deal-room tools and templates (such as the Letter of Intent and any Campaign Addendum). Clypso provides these templates for convenience only and does not review, approve, draft, or guarantee their content — you are responsible for the terms you agree to. If a Brand does not approve or reject submitted deliverables within the stated review window, deliverables may be deemed approved and funds released. Either party may flag a deal for Clypso's dispute support through the in-app dispute tool; Clypso may, at its discretion, help facilitate a resolution but is not obligated to arbitrate, decide, or guarantee any particular outcome of a dispute between users. You are solely responsible for ensuring that any product claims, scripts, or talking points you provide to a Creator are accurate, lawful, and appropriately substantiated.
6. Content & Intellectual Property
Clypso does not claim ownership of Content created through a deal; ownership and usage rights between Brand and Creator are governed by the agreement they enter into for that deal. You grant Clypso a limited, non-exclusive license to display your profile, briefs, and delivered Content within the platform (e.g., in deal rooms and portfolios) and, only with your separate consent, in Clypso's own marketing. The Clypso platform itself (its software, design, and trademarks) is owned by Clypso and may not be copied, reverse-engineered, or used outside the platform without permission.
7. Prohibited Conduct
You agree not to: use the platform for any unlawful purpose; harass, discriminate against, or defraud other users; post false, misleading, or infringing content or briefs; attempt to circumvent Clypso's fees (Section 4); interfere with the platform's security or normal operation; or misrepresent your identity, affiliation, or authority to bind a company.
8. Disclaimers
Clypso is provided "as is." We do not guarantee that Brands and Creators will reach agreement, that deliverables will meet expectations, or that the platform will be uninterrupted or error-free. To the maximum extent permitted by law, Clypso disclaims all warranties, express or implied, regarding the platform and any Content or deal facilitated through it.
9. Limitation of Liability
To the maximum extent permitted by law, Clypso's total liability to you for any claim arising from your use of the platform is limited to the fees you paid Clypso in the 12 months before the claim arose. Clypso is not liable for indirect, incidental, consequential, or punitive damages, or for any dispute, loss, or damage arising between you and another user.
10. Indemnification
You agree to indemnify and hold Clypso harmless from any claim, loss, or expense (including reasonable attorneys' fees) arising from your use of the platform, your Content, your breach of these Terms, or your engagement with another user.
11. Termination
Clypso may suspend or terminate your account at any time for violation of these Terms, fraudulent or abusive conduct, or as required by law. You may close your account at any time. Obligations tied to deals already in progress, including payment obligations, survive termination.
12. Changes to These Terms
Clypso may update these Terms from time to time; material changes will be communicated through the platform or by email. Continued use of Clypso after changes take effect constitutes acceptance of the updated Terms.
13. Governing Law & Dispute Resolution (You & Clypso)
These Terms are governed by the laws of the State of Minnesota, without regard to conflict-of-laws principles. [dispute resolution method to be finalized] This section governs disputes between you and Clypso only; disputes between Brands and Creators are addressed in Section 5 and any deal-level agreement between them.
14. Miscellaneous
These Terms, together with any policies referenced here, are the entire agreement between you and Clypso regarding your use of the platform. If any provision is found unenforceable, the remaining provisions stay in effect. You may not assign your account or these Terms without Clypso's written consent. Notices to you may be sent to the email address on your account.
By creating a Brand account or otherwise using Clypso, you acknowledge that you have read, understood, and agree to be bound by these Terms.
Questions: clypsougc@gmail.com