NicheCollab Terms of Service

DRAFT — NOT REVIEWED BY COUNSEL Draft v0.1 · 2026-08-01. Do not publish until reviewed by qualified counsel and all [BRACKETED] placeholders are resolved. Sections marked [FORWARD-LOOKING — FEATURE NOT YET LIVE] describe planned functionality; they must be re-verified against the shipped implementation before those features launch. Per the project decision ledger, the banned payment-vocabulary term (see consent-copy.md §7) must never appear in user-facing copy — this draft complies ("funds held until completion" phrasing only); keep it that way in derived copy.

Effective date: [EFFECTIVE DATE — set at publication] Operator: NicheCollab, operated by [ENTITY NAME/JURISDICTION TBD] ("NicheCollab", "we", "us"). Contact: [email protected]

1. Acceptance of these Terms

These Terms of Service ("Terms") are a binding agreement between you and NicheCollab governing your use of the NicheCollab marketplace. You accept these Terms by checking the acceptance box at sign-up, or by creating an account or using the service. If you do not agree, do not use the service. Our Privacy Policy explains how we handle personal data and is incorporated by reference.

If you use NicheCollab on behalf of a company, you represent that you have authority to bind that company, and "you" includes it.

2. Eligibility

You must be at least 18 years old and able to form a binding contract. The service is offered for business purposes: sponsorship and creator-collaboration transactions.

3. The service: a marketplace, not a party

NicheCollab is a venue where sponsors (brands) and creators (influencers) can find each other, negotiate offers, and manage collaborations.

• Contracts are between users. When a creator accepts a sponsor's offer, the resulting collaboration agreement is between the sponsor and the creator. NicheCollab is not a party to it, is not an agent, employer, broker, or talent agency for either side, and does not guarantee performance, quality, legality, or results of any collaboration.
• No endorsement. Listing or appearance of any creator or sponsor on NicheCollab is not an endorsement by us — and, for unclaimed profiles, is not an endorsement of us by the listed creator (see Section 5).
• Your compliance obligations remain yours. Sponsors and creators are each responsible for complying with laws applicable to their collaborations, including advertising-disclosure rules (e.g. FTC endorsement guides and equivalent rules elsewhere), platform terms of the social networks involved, and tax obligations.

4. Accounts

You must provide accurate information at sign-up and keep it current. You are responsible for safeguarding your credentials and for all activity under your account. Notify us promptly at [email protected] of any unauthorised use. One person may hold both a creator and a sponsor profile. Platform administration (moderation, trust and safety) may review marketplace content, including offers and collaboration messages, as described in the Privacy Policy.

5. Creator profiles: claimed and unclaimed

• Claimed profiles are managed by the creator who controls them. A "claimed" badge means the creator is on the platform; it is not a verification of identity, audience quality, or metrics beyond the claim-verification step described at claiming.
• Unclaimed profiles are compiled by NicheCollab from publicly available information about creators who have not joined the platform. Unclaimed profiles:
  • are clearly and persistently labeled as unclaimed on every surface where they appear;
  • do not mean the creator has joined, approved of, or endorsed NicheCollab, or agreed to receive or consider offers;
  • may contain information that is incomplete, outdated, or inaccurate — audience and engagement figures are drawn from public sources and are not verified by us; sponsors must not rely on them without independent verification;
  • can be claimed by the person they describe via an identity-verification process (proving control of the linked platform account), after which the creator manages the profile;
  • can be removed at the request of the person they describe — see the Unclaimed Profile Removal Notice.
• Offers to unclaimed profiles are not delivered to the creator. They are held privately and become visible to the creator only if and when the profile is claimed. NicheCollab makes no representation that an unclaimed profile will ever be claimed or that a held offer will ever be seen; sponsors may withdraw a held offer at any time before acceptance.

6. Offers, negotiation, and collaborations

• Sponsors send offers specifying budget, deliverables, and timeline; creators may accept, decline, or counter, and parties may alternate counter-offers. Every step is recorded in an audit log visible to the parties.
• Acceptance forms an agreement between the parties on the accepted terms. The agreed terms are frozen at acceptance and displayed in the collaboration record; the audit log is the authoritative history of the negotiation.
• Offers may carry an expiry time, after which they lapse automatically. Sponsors may withdraw an offer at any time before acceptance.
• All amounts are stated in the currency indicated on the offer.
• Users are responsible for the content of their offers and messages (see Section 8).

7. Payments and fees — [FORWARD-LOOKING — FEATURE NOT YET LIVE]

Payments are not yet available. No money moves through NicheCollab today. This section takes effect only when payment features launch and must be re-verified against the shipped implementation at that time.

• Payment processing will be provided by Stripe. Creators must complete Stripe onboarding (including Stripe's identity and payout requirements) before receiving payouts; sponsors must have a valid payment method to fund a collaboration. Use of Stripe is subject to Stripe's own terms.
• Funds held until completion. When a collaboration begins, the sponsor's payment is collected and held until the collaboration is completed. On completion, funds are released to the creator, less applicable platform fees. If a collaboration is cancelled or disputed, funds are handled according to the dispute and cancellation rules published with the payments feature. NicheCollab is not a bank, money transmitter, or deposit-taking institution; funds are handled through our payment processor. [Money-transmission/licensing analysis required — needs counsel review before launch.]
• Platform fees: [FEE SCHEDULE TBD] — fees will be disclosed before you commit to a paid collaboration.
• Taxes: each party is responsible for its own taxes. Where required, tax reporting related to payouts is handled through the payment processor.
• Refunds, cancellation, and dispute procedures: [TBD — must be published with the payments feature].

8. Acceptable use

You must not:

• misrepresent your identity, audience, metrics, or affiliation; claim a profile that is not yours; or attempt to claim on someone else's behalf without authority;
• use the service to send spam, harassment, or unlawful, infringing, or deceptive content;
• run collaborations that violate law or platform rules, including undisclosed advertising;
• scrape, harvest, or bulk-export data from the service, or probe, disrupt, or circumvent security or rate limits;
• use another user's personal data obtained through the service for purposes outside the collaboration at hand;
• circumvent the marketplace in bad faith (e.g. using it solely to source counterparties while systematically avoiding platform terms that apply to transactions) [SCOPE OF ANY DISINTERMEDIATION RULE TBD — deliberately not enforced in-product today; needs product + counsel decision].

We may remove content, suspend or restrict accounts, and hold or cancel offers where we reasonably believe these Terms or the law are being violated, or to protect users or the platform.

9. Content and licence

You retain ownership of content you submit (profiles, offers, messages). You grant NicheCollab a non-exclusive, worldwide, royalty-free licence to host, store, display, and transmit that content as needed to operate the service. You are responsible for having the rights to what you post. We may retain negotiation and collaboration records as described in the Privacy Policy, including for the other party's business records after you leave.

10. Termination

You may stop using the service and request account deletion at any time ([email protected] until self-service deletion ships). We may suspend or terminate accounts for breach of these Terms, legal risk, or extended inactivity, with notice where practicable. Sections that by their nature should survive (Sections 3, 9, 11–14) survive termination. Obligations between sponsors and creators under accepted collaborations are unaffected by termination of these Terms and remain between those parties.

11. Disclaimers

The service is provided "as is" and "as available", without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that profiles or metrics (especially on unclaimed profiles) are accurate, that the service will be uninterrupted or error-free, or that any collaboration will succeed. Some jurisdictions do not allow certain warranty disclaimers; those limits apply to the extent required by law. [Consumer-law carve-outs depend on entity jurisdiction — needs counsel review.]

12. Limitation of liability

To the maximum extent permitted by law: NicheCollab is not liable for indirect, incidental, special, consequential, or punitive damages, or lost profits, revenue, data, or goodwill; and our aggregate liability arising out of the service is limited to the greater of (a) fees you paid to NicheCollab in the twelve months before the claim, and (b) [LIABILITY FLOOR TBD, e.g. USD 100]. Nothing in these Terms excludes liability that cannot be excluded by law (e.g. fraud, or liability that consumer law preserves). [needs counsel review]

13. Indemnity

You will indemnify NicheCollab against third-party claims arising from your content, your collaborations, or your breach of these Terms or the law, to the extent permitted by applicable law. [needs counsel review]

14. Governing law and disputes

These Terms are governed by the laws of [GOVERNING LAW TBD — depends on entity jurisdiction], and disputes will be resolved in [FORUM TBD]. [ARBITRATION/CLASS-WAIVER DECISION TBD — jurisdiction-dependent and consequential; do not include boilerplate without counsel.] Mandatory consumer protections of your country of residence are unaffected where they apply.

15. Changes to these Terms

We may update these Terms. For material changes we will give reasonable advance notice (in-app, and by email once transactional email exists). Continued use after the effective date of a change constitutes acceptance; if you do not agree, stop using the service and request account deletion. Each version will carry a version number and date.

16. Contact

[ENTITY NAME/JURISDICTION TBD] · [ENTITY ADDRESS TBD] · [email protected]

---

This document is a working draft produced from a codebase audit. It is not legal advice and has not been reviewed by counsel. It must not be published in this form.