End User Licence Agreement

Draft — pending legal review. This document has not yet been approved by ScoutBerry’s lawyers and may change before it applies.

This End User Licence Agreement (the “EULA” or the “Terms”) sets out the ScoutBerry-specific terms that apply alongside our terms and conditions and our privacy policy, and governs access to and use of the ScoutBerry platform operated by Sellinnate SRL (registered office Viale Belfiore 55, 50144 Firenze, Italy; VAT IT07104820480). By creating an account, joining a workspace, agreeing a deal or otherwise using the Platform, you agree to these Terms and the documents incorporated in Appendix A. The Service Fee of each Subscription Plan is stated in Section 6 and on the Platform; the Campaign Rate is set by the Brand and Rate card prices by each Creator; the Deal Terms both parties accepted for a Mission prevail over any later change of prices, fees or plans.

1. Definitions and interpretation

In these Terms, the following definitions apply:

Interpretation. Headings do not affect interpretation. “Including” means “including without limitation”. References to days mean calendar days unless expressly stated otherwise. A reference to a law includes amendments and implementing measures. If a provision applies only to Brands or only to Creators, it is marked accordingly.

2. The Platform, contractual model and roles

Service description. ScoutBerry is a curated European creator network with software, AI-assisted matching and managed workflow tools for commissioning UGC and related audience-access services. ScoutBerry is a separate business from UGC Italia.

Contractual model. ScoutBerry operates the Platform as an intermediary. Each collaboration is a Contract between the Brand and the Creator, generated by the Platform from the Deal Terms both accepted and accepted electronically by both (Section 9); ScoutBerry is not a party to it. Separately, ScoutBerry contracts with the Brand for the use of the Platform, the Subscription Plan and the Service Fee, and with the Creator for the use of the Platform. For each Mission, ScoutBerry collects the Creator’s compensation and the pass-through expenses in the name and on behalf of the Creator, as described in Section 6.

Independent service providers. Creators freely decide whether to accept or decline each Mission and have no minimum availability, working-hours, volume or exclusivity commitment. Subject to the accepted Deal Terms, deadlines, quality standards and applicable law, Creators determine independently how, when and where to produce Content, use their own equipment and resources, and remain free to provide services to third parties and through other platforms. The brief defines the required result rather than a method of work, and ScoutBerry does not exercise hierarchical or day-to-day supervision over production. Nothing in these Terms creates employment, agency (other than the collection mandate of Section 6), partnership, joint venture or a subordinate working relationship. Legal classification depends on the actual relationship and mandatory law, not this label alone.

Allocation of responsibility. ScoutBerry is responsible for operating the Platform, generating the Contracts faithfully from the accepted Deal Terms, collecting and transferring the amounts it collects on the Creator’s behalf, and its own obligations under these Terms. Creators remain responsible for their production, originality and warranties. Brands remain responsible for their products, instructions, claims, brand assets, ad placement and targeting. ScoutBerry does not guarantee reach, views, conversions, sales or campaign performance.

AI tools. The Compass, Mellow AI and Production Check assist decision-making. Outputs may be incomplete or inaccurate and do not replace User review. No AI suggestion constitutes a guarantee of fit, performance, legality or availability.

3. Acceptance, eligibility and professional capacity

Acceptance. By creating an Account, joining a Workspace, agreeing a deal or otherwise using the Platform, you agree to these Terms and the incorporated documents listed in Appendix A. If you act for an organisation, you warrant that you have authority to bind it.

Age and capacity. Users must be at least 18 years old and have full legal capacity. Minors may not register as Creators or self-service participants.

Business use by Brands. Brand Accounts are available only for business or professional use. The individual creating or administering a Brand Account must have authority to act for the relevant organisation.

Lawful creator participation. A Creator must be legally permitted to provide the relevant services and receive payment in each applicable jurisdiction. The Creator must provide the tax, identity and payment documentation reasonably required by ScoutBerry, its payment providers and applicable law. ScoutBerry may accept an invoice or another legally sufficient document where local law uses a different mechanism.

Accurate information. Users must provide true, current and complete information, including identity, organisation, audience, tax, payment and contact information, and must update it promptly.

Vetting. Creator admission is discretionary and may include identity checks, portfolio review, verification calls, audience verification, OAuth connections and fraud checks. Meeting numerical thresholds does not create an automatic right to admission or a higher Tier.

Sanctions and restricted jurisdictions. Users must not use the Platform where doing so would breach sanctions, export controls, anti-money-laundering rules or other applicable restrictions. ScoutBerry may conduct screening and request additional information.

4. Accounts, organisations and workspaces

Personal login. Each individual must use their own Account. Credentials may not be shared. One individual may belong to multiple authorised Workspaces, but may not create duplicate or misleading identities.

Organisation ownership. A Brand Workspace belongs to the organisation identified in its billing and verification data. The Workspace owner is responsible for inviting Users, assigning permissions and removing access when roles change.

Seats and permissions. Plan-specific seats and permissions are governed by the Pricing Master and the Platform. Partner currently includes three total Users; additional seats and Enterprise permissions are priced as stated in the Pricing Master or Order Form.

Shared Payment Method. Users within the same standard Workspace share its Payment Method and its Payments, subject to permissions. Enterprise sub-budgets or client workspaces may be configured under an Order Form.

Security. Users must use reasonable security controls, protect credentials, and notify ScoutBerry promptly of suspected unauthorised access. ScoutBerry may require password resets, multi-factor authentication or access suspension where reasonably necessary.

Account records. ScoutBerry may rely on actions taken through an authenticated Account. Users remain responsible for verifying Mission scope and pricing before confirming actions.

5. Subscription Plans

Plan principle. Subscriptions pay for intelligence, organisation, collaboration and support. They do not include the Creator’s compensation or any other amount charged for Missions; the Subscription Plan sets the Service Fee percentage described in Section 6, unless an Order Form expressly states otherwise.

Current plans. Discovery, Navigator, Partner and Enterprise features, prices, included Users, Pod limits and annual options are shown on the Platform and in the Pricing Master. Capabilities such as Mellow AI, the Pod Strategist, the team workflow and Gifted Pods are available only on the plans that include them. Enterprise services require an Order Form and may include a custom Service Fee, invoice payment terms and custom limits.

Billing and auto-renewal. Paid subscriptions are billed in advance and renew for the selected monthly or annual period until cancelled. Subscription fees exclude VAT and other applicable taxes unless expressly stated otherwise.

Cancellation. A subscription may be cancelled before its next renewal. Access continues until the end of the paid period. Except where mandatory law requires otherwise, unused time is not refunded.

Upgrade and downgrade. Upgrades may take effect immediately with a prorated charge. Downgrades take effect at the end of the paid period. After a downgrade: (a) deals already agreed keep the Service Fee fixed on them at the agreement; (b) what is already running runs to its end, including a Gifted Pod already active and Pod Strategist recommendations already published; (c) every new action follows the plan in force, so a capability the new plan does not include can no longer be started. Data exceeding lower-plan limits may be retained in archived or read-only form rather than deleted.

Fair use. Features described as unlimited remain subject to reasonable fair use, technical security, anti-abuse controls and any limits required to protect service stability. ScoutBerry will not use fair use to impose an undisclosed ordinary-use cap; material restrictions will be notified.

Enterprise. Enterprise starts from the public entry price stated on the Platform and normally requires a minimum commitment, custom scope and Order Form. Its Service Fee is agreed for the Workspace; without it the Workspace cannot agree deals. Fully managed production is not automatically included in the entry price.

6. Payments, payment methods and the Service Fee

Direct payment per deal. The Brand pays for each Mission in euro, directly, when the agreement on that Mission is reached. ScoutBerry keeps no balance, credit or stored value for the Brand: there is nothing to buy in advance or keep funded, nothing expires and no amount is set aside before the agreement. Creators see their compensation in euro in Harvest.

Payment Method. Before its first commitment (sending an invitation, selecting an Application, making an offer or accepting a deal), the Brand registers a Payment Method for its Workspace on the Payments page: a card or a SEPA Direct Debit mandate, handled by ScoutBerry’s payment provider Stripe. The Payment Method is registered once, at Workspace level, and is used for every Payment of the Workspace. Without a Payment Method, the Platform refuses every commitment. By registering it, the Brand authorises ScoutBerry to charge it for the amounts described in this Section, including off-session when the other party accepts.

Charge at agreement. Nothing is charged when an invitation, Application or offer is sent. The agreement is reached when both parties accept the Deal Terms of a Mission and their Contract: when the Creator accepts an invitation or the Brand’s offer, or when the Brand selects an Application or accepts a counteroffer. At that moment ScoutBerry charges the Workspace’s Payment Method the total due: the Creator’s compensation (the Agreed Rate and any extras and usage that remunerate the Creator), the Service Fee, VAT on the Service Fee where applicable, and any expenses the Brand must pay in advance. Each commitment action gives rise to a single charge, allocated per Mission, and the same agreement is never charged twice.

Payment awaiting the Brand. If the charge fails or requires the Brand’s authentication (for example 3-D Secure), the Mission is shown as “Awaiting payment” and the Brand receives a payment link, also available on the Payments page. If the payment is not completed within 72 hours, the Mission is cancelled and both parties are notified. Production does not start until the payment is confirmed, except that: (a) where a SEPA Direct Debit is still being processed for a Workspace that already has a successful Payment, production may start while the Creator’s credit stays suspended until the debit is confirmed; and (b) Enterprise invoice terms apply where agreed in an Order Form.

Collection on behalf of the Creator. ScoutBerry collects the Creator’s compensation and any pass-through expenses in the name and on behalf of the Creator, as an agent with powers of representation; these amounts are outside the VAT base under Article 15 of Italian Presidential Decree 633/1972. ScoutBerry invoices the Service Fee as its own service. It keeps the amounts destined to the Creator in its internal ledger and credits them to the Creator’s euro balance in Harvest on approval or auto-approval of the Mission, and only once the payment is confirmed; payouts then follow Section 18. This collection model is a working hypothesis and remains subject to legal and tax review.

Service Fee by plan. The Brand pays the Service Fee in addition to the Creator’s compensation, on every Pricing Mode (Campaign Rate and Creator Rate) and on Awareness Missions. It is calculated on the lines that remunerate the Creator (compensation, extras and add-ons, paid usage and whitelisting) and never on expenses such as shipping, customs, taxes advanced, travel, locations, props or other production costs. The percentage depends on the Workspace’s Subscription Plan: Discovery 20%, Navigator 15%, Partner 10%, Enterprise as agreed for the Workspace in the Order Form. On a Gifted Pod no Service Fee applies to the products; where a Gifted Collaboration includes a compensation, the plan’s percentage applies to that compensation only. The percentage and the resulting amount are shown before the Brand commits and are fixed on the deal when the parties reach the agreement, so a later change of plan or fee does not affect deals already agreed. The Creator never pays the Service Fee, and ScoutBerry never deducts it from the Creator’s compensation.

Refunds and cancellations. Before the agreement nothing is charged, so a declined, expired or withdrawn invitation, Application or offer costs nothing. After the agreement, refunds follow Section 11: a Mission cancelled before production starts is refunded in full to the original Payment Method; later cancellations follow the Deal Terms and ScoutBerry’s mediation. Every refund is made to the original Payment Method, never as credit, and a refund of one Mission never affects the other Missions paid in the same charge.

Chargebacks and payment failure. If a payment is reversed, charged back, disputed or later found fraudulent, ScoutBerry may place the affected Missions in dispute, suspend the Creator’s credit for them until the matter is resolved, pause invitations or Missions, and recover amounts lawfully due. A payment disputed with the bank is not refunded through the Platform while the dispute is open. Approved Creator payouts will not be confiscated solely because an unrelated User later receives a ban.

Taxes and documents. Displayed prices, rates and fees exclude VAT unless stated otherwise; the total charged includes VAT on the Service Fee where applicable. ScoutBerry charges Italian VAT, currently 22%, on the Service Fee to Italian customers and applies the reverse charge to business customers established in another EU Member State with a valid VAT number. ScoutBerry issues one fiscal document for each Payment and a credit note for each refund. The Creator documents their own compensation under Section 18. This tax treatment is subject to the same legal and tax review as the collection model, and ScoutBerry will issue documents in the format determined by its tax advisers and applicable law.

7. The Roster and public discovery

Public browsing. Visitors may browse anonymised Creator profiles in The Roster without registering. Public discovery may display portfolio, production style, language, market, Tier and other non-sensitive characteristics while hiding full identity and direct contact details.

Registration required. An Account is required to save Creators, create or manage Pods, access non-public data, send invitations, communicate or transact.

Portfolio protection. Public or pre-transaction portfolio materials may be watermarked, streamed or access-controlled and are for evaluation only. They may not be downloaded, reused, copied, scraped or exploited without permission.

Profile accuracy. Creators must keep profile and audience data accurate. ScoutBerry may correct, hide or suspend materially inaccurate information after notice or where immediate action is needed to prevent fraud or harm.

8. Pods, Missions, Deal Terms and negotiation

Production Pods. A Production Pod stores a reusable objective, approved common brief or script, a Deal Terms template and the selected Creators. Sending the Pod to multiple Creators creates separate Production Missions, each with its own Deal Terms, acceptance, Contract, status, price, compensation, deadline, revisions and dispute history.

Selection and pricing. Each Production Pod has a Selection Mode (Open Pod or Private Pod) and a Pricing Mode (Campaign Rate or Creator Rate), chosen by the Brand. On a Campaign Rate Pod the Creator accepts or declines the Campaign Rate set by the Brand; the Recommended Campaign Budget shown to the Brand is guidance only and binds neither party. Applications to an Open Pod close on the date shown on the Pod. Selecting an Application creates the Mission on the terms the Creator applied with, and reaches the agreement that triggers the charge described in Section 6.

Rate cards. Each Creator keeps a Rate card of the services they offer from the ScoutBerry catalogue (for example a UGC video, a Reel, an extra hook, raw footage, an additional revision, paid usage or whitelisting), each with its price or on request, and each marked Firm Rate or Open to Offers. A Creator Rate Mission is priced from the Rate card items the brief asks for, as the Rate card stood when the deal was opened; a later change of the Rate card does not affect a deal already proposed or agreed.

Offers and counteroffers. On a Creator Rate Pod where the Brand allows offers, the Brand may propose a different price for the Rate card items that the Creator marked Open to Offers or left without a price, and the parties may exchange a limited number of counteroffers within the validity period shown on the Platform. A Firm Rate is booked as it stands and is not negotiated, and no offer is made on a Campaign Rate Pod. Sending an offer or counteroffer charges nothing; the charge described in Section 6 is made only when an offer or counteroffer is accepted, and a declined, withdrawn or expired negotiation costs nothing. Production starts only at an Agreed Rate.

Private negotiation of price and terms. The negotiation covers the price of the items open to it and the other Deal Terms: deliverables, timing, revisions, usage rights and their duration, territory, posting and live period, exclusivity and special terms. It takes place privately between the Brand and the Creator on the Platform: each proposal is recorded as a version with what changed, visible only to the two parties and to ScoutBerry. There is no minimum or maximum amount; the limits on validity and on the number of counteroffers only prevent abuse.

Change Requests. Once the Deal Terms are accepted, they change only through a Change Request on the Platform: the party asking for the change proposes new terms, the other party accepts or declines them, and an accepted Change Request becomes an addendum to the Contract with its own new version of the Deal Terms. Any additional amount it carries is charged to the Workspace’s Payment Method when it is accepted; a declined or expired Change Request leaves the Deal Terms in force unchanged. A new concept, a different product, an additional deliverable or a full creative redirection requires a Change Request or a new Mission.

Awareness Pods. An Awareness Pod may be created only from eligible Content and a Creator associated with a completed Production Mission. It creates separate Awareness Missions whose terms are negotiated under Section 17.

Production Check. Production Check is available on all plans and may identify likely Enhanced Production, locations, guests, rush timing or custom requirements. Mellow may appear as the interface guide, but the rules-based check is distinct from paid Mellow AI.

Manual review. Missions with three or more meaningful logistical requirements, minors, professional talent, complex permits, long travel or other non-standard factors may be paused for manual review or custom quotation.

9. Contracts, production workflow and settlement

The Contract between the Brand and the Creator. When the Deal Terms of a Mission are agreed, the Platform generates the Contract from that exact version of the Deal Terms, from a template ScoutBerry maintains for the type of collaboration (production, awareness, Change Request addendum, Gifted Collaboration). Every value of the Contract comes from the accepted Deal Terms and nothing is added by hand. The Contract states the Creator’s compensation and never the Service Fee or the Brand’s total, which concern only the Brand and ScoutBerry.

Electronic acceptance with a trace. The author of a proposal accepts its Contract when proposing it, and the other party accepts it when accepting the proposal. The Platform records for each acceptance the party, the User who accepted, the date and time, the IP address and user agent, the template version and the SHA-256 fingerprint of the document. The Contract is concluded when both parties have accepted the same document, and only then is the Brand charged. A Contract once generated is never changed or regenerated: a later template never alters it.

Language. The binding version of a Contract is the one in the language of the deal; where the Creator reads another language, the Platform provides a courtesy translation that is for information only.

Access and retention. Both parties may download their Contracts from the Mission at any time; access is limited to the parties and authorised ScoutBerry staff and is logged. Contracts and acceptance traces are kept for the statutory retention period and as long as needed for rights, accounting, tax and legal claims, as described in the Privacy Policy, also after an Account is closed.

Transparent pricing. Before committing, the Brand sees the Mission line items: the Creator’s compensation, the Service Fee, VAT on the Service Fee where applicable, any expenses and the total that will be charged at the agreement. The Campaign Rate is set by the Brand and Rate card prices by each Creator.

Service Fee. On a Production Mission the Brand pays the Service Fee in addition to the Agreed Rate: on a Campaign Rate Mission the Campaign Rate, which covers the whole scope of the brief, extras included; on a Creator Rate Mission the Creator’s Rate card prices for the brief or a price reached through an offer. On an Awareness Mission the Brand pays it in addition to the Creator’s compensation agreed for the activation. The applicable percentage is the one of the Workspace’s Subscription Plan under Section 6, is shown before the Brand commits and is fixed on the deal at the agreement.

Invitation. Sending an invitation requires a Payment Method on the Workspace but charges nothing. The full price of the Mission is shown to the Brand before the invitation is sent.

Acceptance and charge. When the Creator accepts the Mission, the agreement is reached and ScoutBerry charges the Workspace’s Payment Method as described in Section 6. The Creator agrees to the Deal Terms, the Contract, the deadlines, rights and applicable policies. Production starts once the payment is confirmed, subject to the exceptions in Section 6.

Decline or expiry. A Creator may decline an invitation without penalty. A declined or expired invitation costs the Brand nothing, because nothing has been charged.

Approval and settlement. On approval or auto-approval, and only once the payment is confirmed, ScoutBerry credits the Creator’s compensation to the Creator’s euro balance in Harvest and the Creator payout becomes due subject to Section 18. While a payment is unconfirmed or disputed, the Creator’s credit for the affected Mission is held. External Costs and custom payment terms are handled as stated in the Deal Terms or Order Form.

Ratings. After completion, eligible Users may submit honest ratings based on the specific Mission. Ratings may be moderated for fraud, retaliation, abuse, irrelevance or conflicts of interest.

10. Delivery, revisions and reshoots

Deadline. The Creator delivers within the delivery period stated in the Deal Terms, counted from production start. The countdown waits for final brief confirmation, receipt of any required product and availability of all required Brand materials.

Rush. A shorter delivery period is available only when expressly accepted by the Creator in the Deal Terms, at the price agreed there. A Brand may not impose rush timing after the agreement without a Change Request.

Review window. After each delivery, the Brand has the review period stated in the Deal Terms to approve, submit a valid consolidated revision round or open a dispute. If no action is taken, the Deliverable auto-approves.

Included revisions. Each Production Mission includes the number of consolidated revision rounds stated in the Deal Terms for changes consistent with the original approved brief and script. The Brand must submit all changes for a round together.

Creator errors. A clear failure to follow an explicit approved requirement must be corrected without any additional charge to the Brand or additional payout and does not consume an included round.

Additional revisions. Revision rounds beyond those included are agreed through a Change Request, at the price it states, and remain limited to the same asset and original scope.

New asset boundary. A new concept, substantially rewritten script, different product, additional deliverable or full creative redirection is not a revision and requires a Change Request or a new Mission.

Reshoots. Creator-error reshoots carry no additional charge. A reshoot caused by a Brand change is agreed through a Change Request. Shared or ambiguous responsibility is resolved through dispute review.

11. Refunds, cancellations, delays and disputes

Before the agreement. A Brand may withdraw an invitation or an offer, and a Creator may decline or withdraw an Application or a proposal, at no cost and without Bruise, because nothing is charged before the agreement.

Production start. Production of a Mission starts 24 hours after the Brand’s payment for it is confirmed on the Platform (or, where Section 6 lets production start while a SEPA Direct Debit is processing, after that moment), or at the Creator’s first delivery if that comes earlier. A Mission still awaiting the Brand’s payment has not started. The Mission page shows both parties until when production has not started.

Cancellation before production starts. Until production starts: (a) the Brand may cancel the Mission on the Platform; (b) the Creator may withdraw from it on the Platform, without Bruise. In both cases the Mission and its Contract are terminated, the other party is notified, and everything the Brand paid for that Mission is refunded in full to the original Payment Method (an amount still being collected is refunded as soon as it is collected).

Cancellation after production starts. Once production has started, neither party may cancel unilaterally on the Platform. A cancellation then follows the Deal Terms and ScoutBerry’s mediation: on a request from either party through the complaint channel, ScoutBerry reviews the evidence and decides whether the Mission is cancelled and how much of the Mission’s share of the payment is refunded to the Brand, in full or in part; the part of the Creator’s compensation that is not refunded is credited to the Creator. ScoutBerry never takes back from the Creator a compensation already credited to the Creator’s balance. The decision states its reasons, is notified to both parties and terminates the Contract. Scaled cancellation fees and kill fees are not applied until they are defined in an updated Pricing Master notified under Section 27.

Refunds. Every refund is made to the original Payment Method, never as credit, and concerns only the Mission cancelled: a refund of one Mission never affects the other Missions paid in the same charge. Each refund gives rise to a credit note under Section 6.

Abandonment. A Creator who does not deliver by the deadline, without a valid reason communicated in time, abandons the Mission: the Mission expires, the Brand is refunded in full to the original Payment Method, no payout is due and a Bruise may be assigned under Section 20. Valid reasons may include documented emergency, missing or damaged product, undisclosed dangerous requirements, unilateral Brand scope changes or circumstances outside the Creator’s reasonable control.

Delays and silence. A communicated delay may be extended by agreement through a Change Request. An uncommunicated delay may receive a reminder and a tolerance window. More than 48 hours of material silence after production start may be treated as abandonment.

No-shows. A Brand no-show, a Creator no-show and their consequences are handled through mediation under this Section, on the evidence available, until the Pricing Master defines specific fees.

Disputes. A User must open a dispute through the Mission before approval or auto-approval, except for latent legal, fraud or rights issues that could not reasonably have been identified earlier. During a dispute, the Creator’s credit and payout for the affected Mission are held. ScoutBerry may require evidence and determine approval, revision, reshoot, partial or full payout, cancellation, refund and Bruise outcome.

Internal process. ScoutBerry’s mediation and dispute decisions are internal contractual determinations and do not remove any right that cannot lawfully be excluded, including the right to go to court. Decisions materially restricting a User will include reasons and information about the available internal review process.

12. Creator obligations and standards

AI-assisted creation. A Creator must disclose any material use of generative AI in producing or materially altering Content, particularly where it affects a person, likeness, voice, product demonstration, factual claim or testimonial. The Creator warrants that the use is lawful, complies with relevant platform rules, does not infringe third-party rights and is covered by any licences or consents required for the Mission. Voice cloning, face substitution, deepfakes or impersonation require explicit written approval and all necessary consents.

Professional judgement. A Creator may reject a Mission before acceptance for any reason. After acceptance, the Creator must not intentionally deliver low-quality or off-brief work to force cancellation or additional fees; withdrawing before production starts is governed by Section 11.

13. Brand obligations and warranties

Restricted products and services. ScoutBerry may refuse campaigns involving regulated, hazardous, age-restricted, illegal or reputationally sensitive products, and may require supporting licences or compliance documentation.

14. Products, shipping, addresses, locations and expenses

No Creator-funded expenses. A Creator must never be required to buy the Brand’s product or advance personal funds for travel, ingredients, props, outfits, venues, permits or external suppliers.

Pass-through expenses. Expenses are listed in the Deal Terms apart from the compensation, without Service Fee, in one of four ways: an estimate charged at the agreement and reconciled against receipts up to its cap; a fixed amount charged at the agreement; a documented reimbursement paid against receipts approved on the Platform, up to its cap; or an expense paid by the Brand directly, outside the Platform. ScoutBerry collects charged expenses on behalf of the Creator under Section 6.

Shipping. The Brand is responsible for dispatch, tracking, customs, lawful packaging, product information and timely delivery. Production deadlines do not begin until the Creator confirms receipt of the required product in usable condition.

Shipping address. The Creator’s shipping address is shared with the Brand only after the agreement on a Mission or a Gifted Pod and with the Creator’s consent, only for that shipment. ScoutBerry stores it encrypted and keeps it only as long as the shipment and any related claim require, as described in the Privacy Policy. The Brand may use it only to ship the products of that Mission and must not keep it, reuse it or pass it on for any other purpose.

Loss or damage in transit. Courier loss, delay or pre-existing damage is not the Creator’s fault. The Mission may be paused while the Brand replaces the product.

Returns. A return obligation must be stated in the Deal Terms. The Brand must provide and pay for the return label, courier or collection. A Creator is not required to advance return costs.

Outdoor and public locations. Brand-requested locations, venues, permits and travel are agreed in the Deal Terms, as compensation or as expenses. The Creator must comply with ordinary location rules and must not trespass or film unlawfully.

Creator damage. Claims that a Creator negligently damaged a product require evidence and manual review. ScoutBerry will not impose an automatic charge without a reasonable investigation and opportunity to respond.

15. Additional people, releases and minors

Additional people. A Brand-requested additional recognisable adult is priced under the Pricing Master. Professional talent, more than two additional people and minors require manual review and custom terms.

Unregistered guest. Where an occasional guest is not registered on ScoutBerry, the primary Creator must download the ScoutBerry guest release, explain the intended uses, obtain the guest’s signature and upload the signed PDF to the Mission. The Platform may block final delivery until the release is present.

Responsibility. The primary Creator is responsible for managing the guest-release workflow. ScoutBerry does not notify or onboard an unregistered guest. Any additional-guest payout is paid to the primary Creator or production unless the Mission expressly states otherwise.

Registered Creator participant. A registered Creator appearing as an additional participant may be linked to the Mission and may be required to record Mission-specific participation acceptance through the Platform.

Minors. Minors are not permitted through self-service. Any proposed participation by a minor requires prior written approval, parent or guardian documentation, applicable permits and country-specific legal review.

16. Intellectual property, usage rights and takedown

Ownership. Copyright and authorship remain with the Creator unless a separate custom agreement expressly transfers defined rights. The Brand receives a licence, not ownership, under the Contract and this Section.

Licence from the Deal Terms. On approval of the Content, and once the Brand’s payment is confirmed, the Creator grants the Brand, under the Contract, a non-exclusive licence to use the approved Content exactly as the accepted Deal Terms state: organic use on the Brand’s own channels, paid usage from the Brand’s own advertising accounts, whitelisting or Spark Ads from the Creator’s account, editing and cut-downs, each for the platforms, period and territory agreed. A right not granted in the Deal Terms is not granted. ScoutBerry records each right with its start and end on the Platform.

Permitted operational sublicensing. The Brand may permit its affiliates, agencies, media buyers, contractors and platforms to exercise the licensed rights solely for the Brand’s authorised campaign and within the same term and scope. The Brand remains responsible for their compliance.

Adaptations. Within the licensed use, the Brand may make reasonable technical edits such as cropping, resizing, subtitling, translating, shortening, adding branding or creating permitted variants, provided it does not create a misleading endorsement, materially distort the Creator’s meaning, or use the Content in an unlawful, defamatory or degrading context.

Renewal. A right ends when its period ends. Any extension must be requested through ScoutBerry, requires the Creator’s acceptance of new Deal Terms and is charged to the Workspace’s Payment Method when agreed. No renewal price is guaranteed.

Rights before approval. No Brand usage right passes before approval or auto-approval and settlement. Drafts, samples and watermarked portfolio materials are evaluation-only.

Creator warranties. The Creator warrants that the approved Content is original, that the Creator can grant the stated licence, and that all necessary releases and third-party permissions have been obtained.

AI and tool-assisted Content. Where Content is generated or materially assisted by artificial-intelligence or third-party creation tools, the Creator must make the disclosures required by Section 12 and warrants that the resulting Content can lawfully be licensed under this Section, does not infringe third-party rights, and complies with applicable law and the rules of the relevant distribution platforms.

Moral rights. To the extent permitted by applicable law, the Creator consents to and agrees not to object to reasonable adaptations necessary for the licensed use. Nothing requires a waiver that is invalid or prohibited under local law.

ScoutBerry portfolio licence. The Creator grants ScoutBerry a worldwide, royalty-free licence to host, store, watermark, moderate and display Content and profile materials to operate and promote the Platform, subject to confidentiality flags and any Mission-specific restriction accepted by ScoutBerry.

Takedown for cause. A Creator may ask ScoutBerry to have Content taken down where the Brand’s use is outside the scope of the Contract, after the end of the licensed period, unlawful, materially misleading, defamatory, discriminatory, dangerous or otherwise seriously harmful. ScoutBerry investigates promptly and may require the Brand to stop the use and remove the Content within a reasonable deadline. Except in urgent cases, the request does not suspend a use that complies with the Contract while it is reviewed. A takedown for cause does not by itself entitle the Brand to a refund.

17. Awareness Pods, Gifted Pods and audience rights

Negotiated Awareness. An Awareness Pod purchases access to a Creator’s profile, audience or account permissions on Content already produced and is separate from Production. For each Awareness Mission the Brand proposes an activation — an organic repost, whitelisting, Spark Ads or category exclusivity — with its platforms, period, rights and compensation, and the Creator accepts it, declines it or negotiates it, as for any Deal Terms. Its price is agreed between the parties: it does not depend on the Creator’s audience size, and no period is imposed by the Platform. The Brand pays the Service Fee of its plan on the compensation, and the Contract is generated and accepted under Section 9.

Proof of publication. The Creator submits the link to the published post through the Platform. ScoutBerry may verify it automatically when it is submitted and periodically during the agreed term. Approval or auto-approval may wait until the post is verified, and a removal before the end of the term may be handled under Section 11.

Acceptance. A Creator may freely accept or decline an Awareness proposal without Bruise. After acceptance, failure to publish or maintain the post without valid cause may trigger dispute, refund and Bruise.

No performance guarantee. The Brand purchases audience access, not guaranteed reach, views, engagement, conversions, sales or media value.

Whitelisting and Spark Ads. Whitelisting, Spark Ads or equivalent creator-account advertising rights are separate from Brand-account paid usage and last for the period agreed in the Deal Terms.

Exclusivity. Category exclusivity must be narrow, explicit, time-limited and market-specific, and is agreed with its category, competitors named, period and compensation.

Authorisation codes. Creator-account authorisation codes must be submitted through dedicated secure fields and not shared in public or free-form chat. The Brand must stop use when the authorisation expires.

Renewal. Continued repost, whitelisting, exclusivity or other audience use after expiry requires new Deal Terms accepted by the Creator and paid through ScoutBerry.

Gifted Pods. On the Subscription Plans that include them, a Brand may run a Gifted Pod. In PR Gifting the Brand sends a product as a gift: the Creator who accepts it has no obligation to create or publish Content, no compensation is due and no Service Fee applies. In a Gifted Collaboration the product comes with Content obligations agreed in Deal Terms and a Contract under Section 9 and, where agreed, a compensation, on which alone the Service Fee of the plan applies. The Creator chooses whether to be open to gifts, may decline any gift, and must disclose gifted or sponsored Content as the law and the platforms require. Shipping follows Section 14; a gifted product becomes the Creator’s unless a return is stated in the Deal Terms.

Platform restrictions. A social-network strike, outage or permission withdrawal outside the Creator’s control does not automatically trigger Bruise. The parties must cooperate to mitigate the issue, and ScoutBerry may adjust term, payout, the amount charged or any refund through mediation under Section 11.

18. Creator payouts, tax, KYC and reporting

Payout. For each approved Mission, the Creator is entitled to the euro compensation stated in the accepted Deal Terms, including the extras and the expenses reimbursed under them, and any compensation decided in mediation under Section 11.

Creator payouts. On every Production Mission the Creator’s payout is the full Agreed Rate, whether it is the Campaign Rate, the Creator’s Rate card prices or a price reached through an offer, plus any extra approved after the agreement: except as provided below in this Section, ScoutBerry does not deduct the Service Fee or any other ScoutBerry charge from it. Charges applied by the Creator’s payment provider, bank or currency-exchange service are outside ScoutBerry’s control and are not ScoutBerry deductions.

Collected on the Creator’s behalf. The amounts ScoutBerry collects for the Creator under Section 6 are held in its internal ledger for the Creator and credited at approval once the payment is confirmed; they are not ScoutBerry’s revenue. This model is a working hypothesis pending legal and tax review.

Documentation. ScoutBerry may require a valid invoice or other tax document permitted by the Creator’s jurisdiction and status. Creators must not submit false or duplicate documents. Country-specific instructions may be provided through the Platform.

Italian electronic invoicing. Where legally required, an Italian Creator must issue a compliant electronic invoice through the Sistema di Interscambio and provide any courtesy copy requested by the Platform.

KYC and payment provider. Payouts may require completion of a payment provider’s identity, bank and compliance checks. ScoutBerry is not responsible for delay caused by incomplete or inaccurate onboarding information.

Timing. Payment timing, payout cycles and any provider charges are displayed on the Platform. ScoutBerry may hold a disputed payout until resolution.

Taxes. Creators are responsible for determining and paying their own taxes, VAT, social contributions and registration obligations. ScoutBerry does not provide personal tax advice.

DAC7 and statutory reporting. As a digital platform operator, ScoutBerry may be required by Council Directive (EU) 2021/514 (DAC7) and its national implementing rules to collect, verify, retain and report to the competent tax authorities the identity, tax residence, tax identification number, date of birth, VAT number, payment-account data and the consideration paid to Creators. A Creator must provide the required information and keep it current. ScoutBerry may pause new Missions or payouts where mandatory reporting information is missing.

No general forfeiture. Suspension, permanent removal or a Bruise does not automatically forfeit payouts already earned for approved work. Approved but unpaid payouts remain payable after suspension or termination, subject to submission of valid tax and payment documentation and the ordinary payout process. ScoutBerry may withhold only amounts connected to a specific dispute, fraud, chargeback, legal order, invalid tax documentation or a documented and legally enforceable set-off.

Annual summary. Where legally required, ScoutBerry will provide the Creator with a summary of reportable information submitted to tax authorities.

19. Tiers, ratings and recognition

Tiers as reputation. Creator Tiers (currently Sprout, Scout and Ranger) are reputation badges that reflect completed collaborations, ratings, on-time delivery and completion rate, and for Ranger a verification call. The criteria are published on the Platform. A Tier never sets, binds or limits a price: the Campaign Rate is set by the Brand and Rate card prices by each Creator.

Promotion and suspension. A Creator is promoted when the published criteria hold; there is no automatic demotion. ScoutBerry may suspend a badge, with a stated reason and the right to contest it, where quality, authenticity, reliability or Brand safety standards are not met. Meeting a numeric threshold does not guarantee promotion where those standards are not met.

Ratings. ScoutBerry may exclude ratings affected by fraud, retaliation, conflict of interest, coercion, off-platform dealing or irrelevant factors. Users may contest a rating through support.

Recognition. Badges, medals, Pioneer, Founding Creator and similar recognition are discretionary, non-monetary, have no cash value and cannot be used to pay for Missions. ScoutBerry may change rules prospectively, but will not retrospectively reduce a Creator compensation already agreed for a Mission.

No purchased ranking. A Creator cannot pay to purchase a Tier or guaranteed ranking. Brand Subscription Plans may unlock tools and support, but do not purchase a Creator’s placement in The Roster or matching results.

20. Bruise and creator accountability

Purpose. Bruise is a progressive reliability system for serious or repeated conduct that harms Missions or Users. It is not intended to punish a Creator for declining work before acceptance or for circumstances outside their reasonable control.

Typical triggers. Triggers may include unjustified abandonment after acceptance, more than 48 hours of material silence, missed deadline without notice, no-show, bad-faith delivery, falsified evidence, circumvention under Section 23 or failure to deliver an accepted Awareness obligation.

No automatic Bruise. Declining an invitation, not responding before acceptance, withdrawing from a Mission before production starts (Section 11), Brand failure to ship, Brand unilateral scope changes, documented emergency, platform outage or no-fault social-account restriction do not automatically trigger Bruise.

Decay. Each Bruise normally expires 90 days after assignment unless a different lawful period is stated for serious misconduct. Expiry is individual, not a simultaneous reset.

Notice and reply. Before a Bruise becomes final, ScoutBerry will provide the reason, evidence summary, consequence and method to contest it, except where immediate temporary action is necessary to prevent harm. A trained person, not solely an automated system, decides a contested Bruise or permanent removal.

Payouts. Bruise consequences do not create a general right to confiscate approved payouts. Payouts for Missions approved before a suspension or permanent removal remain payable under Section 18, subject to valid documentation and any specific lawful hold or set-off.

21. AI, ranking and human review

Main matching parameters. The Compass may consider market, language, availability, Creator Tier, portfolio relevance, content style, audience information, verified skills, completion history, ratings, response patterns, active Bruises, Brand preferences, production requirements and prior collaboration outcomes. The relative importance varies by request.

No guaranteed outcome. Matching and ranking are recommendations. A high ranking does not guarantee invitation, acceptance, quality, performance or revenue.

Subscription effect. Paid Brand plans may provide AI matching, memory, workflow and support features. They do not buy preferential Creator ranking or alter Creator payouts unless an Order Form expressly defines a separate service.

Automated decisions. ScoutBerry may use automation to detect scope, risk, fraud, missed deadlines or policy violations. Decisions with a material adverse effect, such as permanent removal, final Bruise, payout denial or major account restriction, are subject to human review where required by law or requested through the complaint process.

Explanation. A User may request a meaningful explanation of the principal factors behind a materially adverse platform decision, subject to fraud prevention, security, confidentiality and intellectual-property limitations.

Mellow memory. Mellow AI may store Brand preferences, brief history and workflow information as described in the Privacy Policy. Agency and multi-client memories must remain logically separated by Workspace or client context.

AI training restrictions. ScoutBerry will disclose in the Privacy Policy whether and how User inputs are used to improve models. A Brand or Creator may not use another User’s Content, likeness, voice or confidential data to train an external AI model without a separate lawful licence or consent.

22. Communications, moderation, takedown and illegal-content reports

In-app communications. The Platform may provide chat, comments, file upload and review tools. Users must communicate professionally and must not share passwords, sensitive payment data or creator-account advertising codes through free-form chat.

Monitoring. ScoutBerry may use automated tools and human review to detect fraud, abuse, illegal content, safety risk, circumvention and policy breaches, subject to the Privacy Policy and applicable law.

Illegal-content reporting. ScoutBerry provides a mechanism to report allegedly illegal or rights-infringing content. A report should identify the content, explain the legal basis and include accurate contact information and a good-faith statement.

Takedown for cause. ScoutBerry may take down, hide or restrict Content, a profile, a Pod, a portfolio item or a message for cause: where it is illegal or infringes rights, breaches these Terms, a Contract or ScoutBerry’s content policies, is used beyond the licensed scope or period, or exposes Users or third parties to a serious risk. ScoutBerry acts proportionately, after hearing the User where possible, and states its reasons; in urgent cases it may act first and hear the User afterwards. A takedown never transfers any right in the Content and does not by itself change the payments due under a Contract.

Moderation actions. ScoutBerry may remove or restrict content, visibility, communication, account functions or payments where reasonably necessary to comply with law, enforce these Terms or protect Users. Where applicable, ScoutBerry will provide a clear statement of reasons and available complaint routes.

Internal complaint. A User may contest eligible moderation, takedown, ranking, suspension, termination, Bruise, mediation or payment-restriction decisions through the stated internal channel. Complaints are reviewed without charge, within a reasonable time and with human oversight.

Abusive reports. Repeated manifestly unfounded reports or misuse of the complaint process may lead to proportionate restrictions after warning.

Authorities. ScoutBerry may preserve and disclose information where required by law, valid legal process or a competent authority, and may take urgent action where necessary to address imminent harm.

23. Prohibited conduct and anti-circumvention

Anti-circumvention. A relationship is “ScoutBerry-originated” where a Brand and a Creator first discover, contact, negotiate, contract or transact with one another through ScoutBerry, including through The Roster, an Open Pod or a Private Pod invitation, an Awareness Pod or a Gifted Pod. During an active relationship and for 12 months after the later of the last completed Mission and the last contact through ScoutBerry, neither party may take a collaboration of that relationship off the Platform — agreeing, paying or renewing it directly or through a third party — or invite the other to do so, to avoid the Service Fee, the Contract, rights tracking or renewal requirements.

Exceptions. Anti-circumvention does not apply to a documented pre-existing commercial relationship disclosed to ScoutBerry before the first Mission, to general public contact not used to avoid ScoutBerry, or where ScoutBerry gives written permission.

Mandatory platform renewals. Paid-usage renewals, repost extensions, whitelisting, Spark Ads, exclusivity and other rights arising from ScoutBerry Content or relationships must be processed through ScoutBerry during the anti-circumvention period.

Consequences. Where a party circumvents the Platform, ScoutBerry may, proportionately and after hearing the party: (a) warn it and, for a Creator, assign a Bruise; (b) suspend or restrict the Account or remove the Creator from matching and The Roster; (c) terminate the Account for repeated or serious circumvention; (d) invoice the Brand the Service Fee that would have been due on the collaboration taken off the Platform, at its plan’s percentage, and recover documented losses; and (e) seek any other lawful remedy. Any liquidated damages or fixed penalty beyond these must be set out in a separate legally reviewed policy or Order Form.

Reporting. A User asked by the other party to take a ScoutBerry-originated collaboration off the Platform may report it to ScoutBerry; a User who reports such a request in good faith is not treated as having circumvented.

24. Privacy, confidentiality and data roles

Privacy Policy. ScoutBerry processes personal data as described in its Privacy Policy, which forms part of these Terms and explains purposes, legal bases, categories, retention, recipients, international transfers, User rights, automated processing and contact details.

Controller and processor roles. Sellinnate SRL generally acts as controller for Accounts, vetting, matching, ratings, payment administration, contract generation and records, fraud prevention, moderation, tax reporting, support and Platform operations. Where ScoutBerry processes personal data solely on documented instructions for an Enterprise Client, the parties may enter a Data Processing Addendum.

Payment data. Card and bank-account details are entered on and processed by ScoutBerry’s payment provider Stripe, which acts as an independent controller for its payment services; ScoutBerry receives and keeps only the references, method type, label (for example the last four digits) and the history of Payments and refunds it needs to operate the deals and its accounting.

Shipping addresses. A Creator’s shipping address is shared with a Brand only after the agreement and with the Creator’s consent, stored encrypted, used only for that shipment and kept only as long as the shipment and related claims require (Section 14).

Contracts and acceptance traces. Contracts, their acceptance traces (User, date and time, IP address, user agent, template version and document fingerprint) and access logs are processed to conclude and prove the agreements, and kept for the statutory retention period and as long as needed for rights, accounting, tax and legal claims, also after an Account is closed.

Workspace responsibility. A Brand is responsible for the lawfulness of personal data, client data and internal-user data it uploads and for assigning appropriate Workspace permissions.

OAuth and social data. Audience verification may require connection to social platforms. The Privacy Policy identifies data collected, retention, revocation and relevant platform-provider terms.

Guest releases. Guest-release documents contain personal data and are processed for rights evidence, dispute resolution and legal compliance. Access must be limited to authorised personnel and retained only as long as reasonably necessary for the licensed use and legal claims.

Confidentiality. Non-public briefs, business information, rates, negotiations, strategies, credentials, client data and unreleased Content are confidential. A User may use them only to perform the relevant Mission and must protect them with reasonable care.

Data export and closure. Subject to applicable law and security, Users may request available account data or export tools. Closing an Account does not require deletion of records needed for rights, contracts, accounting, tax, DAC7 reporting, fraud prevention, dispute, legal or regulatory purposes.

International transfers and subprocessors. ScoutBerry may use service providers and transfer data outside the EEA only with an appropriate legal mechanism and as described in the Privacy Policy or DPA.

25. Suspension, termination and complaints

By the User. A User may stop using the Platform and request Account closure. Subscription cancellation, Payments and refunds already due, rights already granted, outstanding Missions and legal retention continue under these Terms.

Temporary restriction. ScoutBerry may temporarily restrict an Account, Content, payments, matching or communications where reasonably necessary to investigate fraud, safety, rights, tax, payment or policy concerns. Where possible, the restriction will be limited in scope and duration.

Termination. ScoutBerry may terminate for material or repeated breach, fraud, illegal activity, serious safety risk, sanctions, non-payment, identity falsification, repeated circumvention or other grounds stated in these Terms. Permanent removal is subject to human review and notice, except where law or urgent harm requires immediate action.

Statement of reasons. A restriction, suspension or termination notice will state the main facts, contractual basis, effect, effective date and complaint route, except to the extent disclosure would breach law, compromise security or enable fraud.

Complaints. Users may submit complaints through [● support/complaint channel]. ScoutBerry will acknowledge receipt, review consistently and communicate an outcome within a reasonable time. Enterprise Clients may have additional escalation or mediation terms in an Order Form.

Effect on Missions. ScoutBerry may cancel, pause or reassign affected Missions. Payments, refunds and payouts are handled by the cancellation, mediation, dispute and payment rules of Sections 6 and 11, not by a blanket forfeiture; Contracts already concluded are kept as records.

Survival. Accrued payment obligations, granted licences, confidentiality, tax reporting, anti-circumvention, limitation of liability, dispute and governing-law provisions survive as necessary.

26. Disclaimers, liability and indemnification

Availability. The Platform is provided on an “as available” basis. ScoutBerry does not guarantee uninterrupted operation, permanent availability of any Creator, social platform, integration or AI feature, or any specific commercial result.

Performance disclaimer. ScoutBerry does not guarantee views, reach, engagement, conversions, revenue, sales, ad approval, account stability or social-platform performance.

Mandatory rights. Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, wilful misconduct, gross negligence where it cannot be limited, death or personal injury caused by negligence, or any liability that applicable law prohibits excluding or limiting.

Liability cap. Subject to the preceding paragraph and legal review, ScoutBerry’s aggregate liability to a Brand in any 12-month period is capped at the fees paid by that Brand to ScoutBerry in that period, and liability to a Creator is capped at the greater of [€500] or the payouts paid or payable to that Creator in that period.

Excluded losses. To the extent permitted by law, ScoutBerry is not liable for indirect, consequential or special loss, loss of profit, anticipated savings, goodwill, opportunity or data, except where such exclusion is unlawful.

User indemnity. A User will indemnify ScoutBerry against third-party claims and reasonable costs arising from that User’s unlawful Content, product, claims, assets, breach, tax failure, rights infringement, privacy violation, unauthorised advertising use or circumvention, to the extent caused by that User and permitted by law.

Mitigation. A party seeking recovery must take reasonable steps to mitigate loss and cooperate in handling relevant third-party claims.

27. Changes to Terms and prices

Terms changes. ScoutBerry may amend these Terms for legal, security, technical, operational or commercial reasons. Material changes will be notified on a durable medium with at least 15 days’ notice, or a longer period where Users reasonably need more time to adapt, unless a shorter period is required by law, security or urgent risk.

Right to stop using. If a User does not accept a material change, the User may stop using the Platform and cancel future subscription renewal before the effective date. Accrued rights, accepted Missions and existing licences remain governed by the version accepted for them unless law requires otherwise.

Price changes. ScoutBerry may change prospective subscription prices, Service Fee percentages and plan features by updating the Pricing Master or the Platform and providing reasonable notice. The Deal Terms accepted for an existing Mission, including the Service Fee fixed on the deal at the agreement, do not change retroactively.

Version records. ScoutBerry will identify the applicable version and effective date and retain prior versions as required by law or operational need.

28. Governing law and jurisdiction

Governing law. While Sellinnate SRL operates the Platform, these Terms are governed by Italian law, excluding conflict-of-law rules, subject to any mandatory protections or jurisdiction rules that cannot lawfully be excluded.

Jurisdiction. The courts of [●, Italy] have exclusive jurisdiction for business disputes, subject to mandatory rules that provide otherwise.

Internal review and mediation. Before litigation, the parties are encouraged to use ScoutBerry’s complaint and dispute procedures. Where applicable law requires named mediators or certified out-of-court bodies, those details will be published or included in the relevant local terms.

Successor entity. ScoutBerry may transfer operation to a group or successor entity after reasonable notice. If the transfer materially changes the contracting entity, governing law or User rights, ScoutBerry will provide the information and options required by applicable law. The successor must assume Payments received for Missions not yet completed, refunds due, approved but unpaid Creator payouts, accepted Mission obligations and existing licences on their then-current terms, including the applicable term, documentation and dispute conditions. Assignment does not alter accepted Mission rights or eliminate accrued payment obligations.

29. General provisions

Order of precedence. Appendix A sets the order of precedence. The accepted Deal Terms, their Contract and Order Forms govern their subject matter. The Pricing Master governs commercial parameters not set by the Deal Terms. These Terms govern general legal rights and obligations.

Entire agreement. These Terms and the incorporated documents constitute the agreement for the Platform service, without limiting a separate written Order Form or custom licence.

Assignment. A User may not assign its rights or obligations without ScoutBerry’s prior written consent. ScoutBerry may assign to a successor or group entity subject to Section 28 and applicable law.

Severability. If any provision is invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder continues in effect.

No waiver. Failure to enforce a right is not a waiver. A waiver must be in writing and applies only to the specific circumstance stated.

Force majeure. A party is not liable for delay caused by events beyond reasonable control, but must notify the other party and take reasonable steps to mitigate. Payment obligations already accrued are not excused.

Notices. ScoutBerry may provide notices by email, in-app notification or another durable medium associated with the Account. Users must keep contact details current.

Language. The English version is intended to govern, subject to any mandatory local-language or interpretation rule. Local translations must be reviewed before use and should identify whether they are authoritative or informational.

No third-party rights. Except for permitted successors, affiliates or indemnified persons expressly identified, no third party has a right to enforce these Terms.

30. Bring Your Own Brand and Imported Relationships

What it is. “Bring Your Own Brand” lets an approved Creator invite an organization they already work with outside the Platform. The invite is personal and single-use, is sent to a contact on the organization’s own domain and expires after the period shown on the Platform. The Creator declares that the professional relationship predates the Platform and is genuine.

Eligibility. Only an organization that never had an account, a Workspace or a commercial relationship with ScoutBerry, and that registers through the invite, can be imported. ScoutBerry checks the organization by its domain, its VAT number and its name before the invite is sent and again at registration; a conflict (an existing account, a prospect ScoutBerry was already in contact with, another Creator’s invite) puts the relationship in review instead of verifying it.

The Imported Relationship. When the registration succeeds, ScoutBerry records an “Imported Relationship” between the new Workspace and that one Creator. While it is verified, the Private Pods of the pair, their Change Requests and the Awareness Pods on their Content carry no platform fee for either party: the policy is fixed on each Pod when it is created and a deal opened under it keeps it once agreed. With every other Creator, and on Pods open to Applications, the Workspace pays the Service Fee of its Subscription Plan. Payment processing, payouts, currency conversion and taxes remain separate and are not waived.

Attribution. The relationship belongs to the Creator who invited the organization and to the Workspace that registered; it cannot be transferred to another Creator or Workspace. A relationship that predates the Platform is not ScoutBerry-originated within the meaning of Section 23: work the pair does outside the Platform on that relationship is not circumvention.

Abuse and revocation. Inventing or inflating a relationship, using a related or fictitious organization, splitting a Workspace or manipulating domains or VAT numbers to obtain the waiver are breaches of these Terms. ScoutBerry may review, reject or revoke an Imported Relationship, with reasons, and may invoice the Service Fee that would have been due on the deals concerned. A revocation applies to the future: deals already agreed keep the terms they were agreed on, deals still under negotiation are priced with the Workspace’s Service Fee.

Draft. This Section is a draft pending legal review (Appendix A of the product architecture, RF-274, RF-302).

31. Creator principles: Free to earn, merit and the Creator Free tools

Free to earn. Every Creator is on Creator Free. ScoutBerry takes no platform fee from the compensation a Creator agrees, and no subscription or paid feature is needed to receive invites, apply, negotiate, accept the Contract, deliver, be paid, manage rights or get support. The Service Fee is paid by the Brand in addition to the compensation. Payment processing, payouts, currency conversion and taxes depend on the Creator’s provider and country and are not part of this principle.

No paid signal in matching. Matching, the Campaign Match Score, The Roster, the Compass and every ranking ignore any payment by a Creator. Tiers are earned through work and ratings and can never be bought; they never set a price.

Merit and the Gift Board. ScoutBerry may award Creators prizes on the Gift Board, on public criteria that include at least one merit signal (quality, reliability, brand satisfaction or talent evolution) and within a budget per quarter. A prize is a direct benefit chosen by ScoutBerry: it has no cash value unless stated, is not a balance, points, credits or currency, cannot be transferred and never changes the Campaign Match Score or who gets work. ScoutBerry may withdraw a prize awarded in error or obtained by abuse, with reasons.

Pip AI. Pip AI is an assistant offered to Creators for briefs, ideas, scripts and the organization of their work. It reads only the requesting Creator’s own data on the Platform; its answers are suggestions that may be inaccurate, never legal, tax or financial advice, and the accepted Deal Terms always prevail. Usage limits may apply and never block a Mission. Conversations are kept for security and audit under the Privacy Policy.

Public portfolio and external projects. A Creator may publish a public portfolio page, off by default, showing their profile, portfolio, tier and reviews without naming the Brands; they may switch it off or renew its link at any time. External projects a Creator records are private to them: Brands never see them, ScoutBerry uses them only to provide the Creator’s own tools and, at the Creator’s request, to prepare a Bring Your Own Brand invite, and they are deleted with the Account.

Draft. This Section is a draft pending legal review (Appendix B of the product architecture, RF-276 … RF-296, RF-302).

32. Creator Workspace and Billing

Public portfolio. A Creator may publish a free public portfolio at their username, with the work they choose to show, with or without joining the marketplace; publishing needs the Creator’s own consent and never the marketplace review. The Creator may unpublish it at any time. ScoutBerry may take a portfolio down for cause, with reasons the Creator can read. The portfolio never shows fees, fiscal or payment data, and never changes the Campaign Match Score.

Catalogue, Packages and Retainers. A Creator sets the price, scope and visibility of each service of their catalogue and of their Packages; no Tier or benchmark sets a price. A Brand books a Package with a brief through a Private Pod, at the Package’s price and scope; what was booked keeps its terms. Retainers and proposals to the Creator’s own clients are the Creator’s business: ScoutBerry neither invoices them nor takes a commission on them, and payments between the Creator and those clients are recorded by the Creator.

Wallet and withdrawals. The Creator’s wallet is a record of the compensation credited to them, kept as entries that are never edited: a correction is a new entry with its reason. Compensation may be held for a period before it becomes available; available means withdrawable, not instant. Before the first withdrawal ScoutBerry asks for the Creator’s identity and bank details, and before a Mission the minimum data the law requires. A withdrawal is requested in full or in part, processed through a payment provider and takes some business days; a failed withdrawal returns the amount to the wallet with its reason, and no withdrawal is ever paid twice. Taxes on the compensation arise under the applicable law, not at the withdrawal.

Single invoice per Pod. When ScoutBerry switches it on, the Missions a Brand contracts in a Pod are confirmed as one Pod order under a Pod Master Agreement between the Brand and ScoutBerry, charged once and invoiced once; each Creator accepts a Creator Mission Agreement before production starts. The Brand’s invoice and documents never show a single Creator’s compensation. Until it is switched on, payments and documents follow Sections 6 and 9.

Professional Experience Verification. A Creator may claim up to five external projects, with optional evidence kept private and deleted after the retention period. ScoutBerry reviews each claim by hand, decides Verified or Not verified with a reason, keeps an audit of the decision and allows one review of each decision. A verification shows as a badge beside the Tier; it never changes the Tier, the Campaign Match Score or access to work, and it cannot be bought.

Pip AI personalization. A Creator may set Pip AI up for free and choose which of their own data it may read; Pip AI never sends, publishes or saves anything on the Creator’s behalf.

Draft. This Section is a draft pending legal review (Creator Workspace & Billing addendum, RF-378); the issuing entity of the single invoice, the custody of funds and the payout provider are still to be decided.

33. Contact

ScoutBerry is operated by Sellinnate SRL.

Appendix A. Incorporated documents and order of precedence

No retroactive repricing. A later Pricing Master, plan change or fee change may change future transactions but does not change the Deal Terms or the Service Fee already agreed for a Mission.

Conflict by subject. Where documents regulate different subjects, each applies to its own subject. Where an actual conflict exists, the higher-priority document controls unless mandatory law requires otherwise.