Legal

Terms & conditions

Version 2.1 · Effective date [●]

These Terms and Conditions of Service (the “Terms”) govern access to and use of the ScoutBerry platform operated by Selli SRL (registered office [●], VAT/Company no. [●]). By creating an account, joining a workspace, accepting a Mission or otherwise using the Platform, you agree to these Terms and the documents incorporated in Appendix A. All prices, payouts, surcharges, pack values, cancellation percentages and Replant modifiers are incorporated by reference from the ScoutBerry Pricing & Commercial Rules Master v1.3; a Mission-specific accepted price snapshot prevails over later price changes.

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. Unless an Order Form states otherwise, Selli SRL contracts as principal with the Brand and separately engages the Creator. The Brand purchases credits, Content, licences and services from Selli SRL; the Creator provides services and grants rights to Selli SRL for onward licensing to the Brand. Nothing in these Terms makes the Brand and Creator direct contractual counterparties for payment purposes.

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 scope, 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, 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 performing its own contractual obligations as operator and principal. 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, Muff 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, accepting a Mission 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 Basket. Users within the same standard Workspace access the same Basket, 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 Berry and do not discount Berry pricing unless an Order Form expressly states otherwise.

Current plans. Discovery, Navigator, Partner and Enterprise features, prices, included Users, Pod limits and annual options are set out in the Pricing Master. Enterprise services require an Order Form and may include custom infrastructure or separately priced fully managed services.

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. 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 in the Pricing Master and normally requires a minimum commitment, custom scope and Order Form. Fully managed production is not automatically included in the entry price.

6. Berry, The Basket and wallet rules

Nature of Berry. Berry are prepaid contractual credits usable only within ScoutBerry. They are not electronic money, legal tender, a financial instrument, a security, a deposit or a means of payment outside the Platform. Creators never receive or hold Berry; they see euro payouts in Harvest.

Nominal reference and packs. Under pay-as-you-go, each whole euro paid adds one Berry. ScoutBerry packs may add bonus Berry. Packs do not change the nominal reference of one Berry; they add promotional platform credit under the Pricing Master.

Purchase. Brands may top up any whole-euro amount or select a pack. Smart Pack Recommendation may suggest a better-value pack combination, but no recommendation is applied without explicit confirmation.

Finality and refunds. Berry purchases are final and non-refundable, except for verified duplicate transactions, technical errors, fraud remedies or rights that cannot lawfully be excluded. Berry cannot be redeemed for cash, withdrawn, sold, gifted or transferred between unrelated Accounts.

Expiry. Purchased and bonus Berry expire 12 months after the related transaction. ScoutBerry may send expiry reminders but has no obligation to extend or restore expired Berry.

FEFO. The Basket spends Berry using First Expiring, First Out. Released Berry retain their original Berry Lot and original expiry date.

Wallet lifecycle. Before invitations are sent, the Brand must have enough available Berry for the full price of every Mission. At invitation, the amount enters Pending Hold. At Creator acceptance, it enters Escrow. On approval or auto-approval, it becomes Spent. A decline, expiry or eligible cancellation releases the applicable amount according to the Pricing Master.

Chargebacks and payment failure. If a payment is reversed, charged back or later found fraudulent, ScoutBerry may suspend the corresponding Berry Lot, pause invitations or Missions, deduct improperly credited Berry, and recover amounts lawfully due. Approved Creator payouts will not be confiscated solely because an unrelated User later receives a ban.

Taxes and accounting. All displayed commercial prices exclude VAT. The legal and accounting treatment of prepaid Berry may depend on the selling entity, place of supply and transaction type. ScoutBerry will issue documents in the format determined by its tax advisers and applicable law.

7. The Orchard and public discovery

Public browsing. Visitors may browse anonymised Creator profiles in The Orchard 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 and scope validation

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

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 for repost, whitelisting, Spark Ads, exclusivity or other audience rights.

Frozen scope. Once invitations are sent, the accepted brief, pricing version and scope are stored as a Mission snapshot. Material scope changes require a new Mission, duplication of the Pod, an approved add-on or a custom quote.

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

Creator scope adjustment. Before final acceptance, a Creator may request a defined scope adjustment, including Enhanced Production, and must give a concrete reason. The Brand may approve the adjustment, simplify the brief or choose another Creator. No retroactive fee may be imposed after acceptance unless both parties approve it through ScoutBerry.

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. Production workflow, holds and settlement

Transparent pricing. Before an invitation is sent, the Brand sees the Mission line items and total Berry requirement. Current base prices, add-ons, payouts and rounding rules are governed by the Pricing Master.

Invitation and Pending Hold. Sending an invitation creates a Pending Hold for the full Mission price. Pending Hold prevents overspending but is not yet final expenditure.

Acceptance and Escrow. When the Creator accepts the Mission and any scope adjustment is resolved, the held amount enters Escrow. The Creator agrees to the Mission snapshot, payout, deadline, rights and applicable policies.

Decline or expiry. A Creator may decline an invitation without penalty. If an invitation is declined or expires, the Pending Hold is released to the original Berry Lots.

Approval and settlement. On approval or auto-approval, the applicable Berry become Spent and the Creator payout becomes due subject to Section 18. External Costs and custom payment terms are handled as stated in the Mission 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

Standard deadline. Unless the Mission states otherwise, the Creator must deliver within seven calendar days. The countdown begins only after acceptance, final brief confirmation, receipt of any required product and availability of all required Brand materials.

Rush. Priority, Express and sub-48-hour delivery are available only when expressly accepted by the Creator and priced under the Pricing Master. A Brand may not impose rush timing after acceptance without an approved adjustment.

Review window. After each delivery, the Brand has seven calendar days 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 up to two consolidated revision rounds 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 additional Berry or payout and does not consume the Brand’s two included rounds.

Additional revisions. Further revision rounds may be purchased under the Pricing Master, but 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 new Mission or custom quote.

Reshoots. Creator-error reshoots carry no additional charge. A partial reshoot caused by a Brand change is charged and paid at the percentage of the original productive subtotal specified in the Pricing Master. A full reshoot caused by a Brand change is a new Mission. Shared or ambiguous responsibility is resolved through dispute review.

11. Cancellations, delays, no-shows and disputes

Before acceptance. A Brand may revoke an invitation before Creator acceptance, subject to release of the Pending Hold. A Creator may decline without Bruise or payout.

Brand cancellation after acceptance. The cancellation stages, returned Berry credit, forfeited amount and Creator kill fee are governed by the Pricing Master v1.3. Returned amounts are non-cash Berry credit, remain non-refundable and retain the original expiry. The Platform records whether work has started using Mission milestones, Creator confirmation, uploads, messages or other reasonable evidence.

Creator cancellation. After acceptance, withdrawal without valid reason may result in release of Berry to the Brand, no payout, a Bruise and negative completion impact. 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. An uncommunicated delay may receive a reminder and 24-hour tolerance window. More than 48 hours of material silence after acceptance may be treated as abandonment.

No-shows. No-show consequences and fees are set in the Pricing Master. A Brand no-show may result in a Berry fee, external-cost liability and Creator compensation. A Creator no-show without valid reason may result in cancellation, released Berry, no payout and Bruise.

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, relevant Berry and payout are held. ScoutBerry may require evidence and determine approval, revision, reshoot, partial or full payout, cancellation, Berry release and Bruise outcome.

Internal process. ScoutBerry’s dispute decision is an internal contractual determination and does not remove any right that cannot lawfully be excluded. 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.

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, 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. Any approved External Cost must be prepaid or directly arranged by the Brand.

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.

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 disclosed before acceptance. 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. Each distinct Brand-requested public or outdoor location is priced under the Pricing Master. The Creator must comply with ordinary location rules and must not trespass or film unlawfully. Paid or private venues, permits and long travel require prepayment and may require a custom quote.

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 and Production Pod rights

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 this Section and the accepted Mission.

Production licence. On approval and subject to payment, the Creator grants ScoutBerry, with the right to sublicense to the Brand, a worldwide, non-exclusive licence to use the approved Content: (a) organically on Brand-owned channels for an unlimited term; and (b) in paid advertising from the Brand’s own advertising accounts for six months from the recorded rights-start date.

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.

Paid renewal. Brand-account paid-ad rights expire automatically after six months. Any extension must be requested through ScoutBerry, requires the Creator’s recorded approval and is subject to a custom Berry quotation. No fixed 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.

For-cause takedown. A Creator may request a takedown where Brand use is outside scope, unlawful, materially misleading, defamatory, discriminatory, dangerous or otherwise seriously harmful. ScoutBerry will investigate promptly. Except in urgent cases, the request does not automatically suspend compliant licensed use while the review is pending.

17. Awareness Pods, Replant and audience rights

Separate product. An Awareness Pod purchases access to a Creator’s profile, audience or account permissions and is separate from Production. It may be created only from eligible Content and Creator relationships originating from a completed Production Mission, unless ScoutBerry expressly approves otherwise.

Organic repost. The Replant base covers one organic repost on one selected platform for 12 months. Each additional platform is separately priced using the follower band on that platform. Follower counts are not combined across platforms.

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, repayment treatment and Bruise.

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

Permanent repost. Where offered, a permanent repost is an additional Replant option subject to the Pricing Master, platform verification or signed confirmation, and Creator acceptance.

Whitelisting and Spark Ads. Whitelisting, Spark Ads or equivalent creator-account advertising rights are separate from Brand-account paid ads. Unless the accepted Mission states otherwise, the whitelisting term is six months and the relevant modifier, payout and custom threshold are governed by the Pricing Master.

Exclusivity. Category exclusivity must be narrow, explicit, time-limited and market-specific. Broad categories or periods outside self-service parameters require custom quotation. Modifiers stack in the manner stated in the Pricing Master.

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 a new Creator approval and payment through ScoutBerry.

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 or Berry treatment through dispute resolution.

18. Creator payouts, tax, KYC and reporting

Payout. For each approved Mission, the Creator is entitled to the euro payout recorded in the accepted Mission snapshot, including approved add-ons, kill fees or Replant amounts.

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 Stripe Connect or another 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 or in the accepted Mission. 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. Where applicable, ScoutBerry may collect, verify, retain and report seller identity, tax residence, tax identification number, date of birth, payment-account and consideration data to competent authorities. A Creator must provide 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 gamification

Tiers. Creator Tiers and the applicable numerical and qualitative gates are published on the Platform and in the Pricing Master. Only completed eligible collaborations count toward progression.

Qualitative review. Ranger and other premium status may require verification and portfolio review. Meeting a numeric threshold does not guarantee promotion where quality, authenticity, reliability or Brand safety 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.

Gamification. Badges, medals, Pioneer, Founding Creator and similar recognition are discretionary, non-monetary and have no cash or Berry value. ScoutBerry may change rules prospectively, but will not retrospectively reduce a Creator payout already accepted 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 Orchard 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 or failure to deliver an accepted Replant obligation.

No automatic Bruise. Declining an invitation, not responding before acceptance, 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.

Muff memory. Muff 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 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 and policy breaches, subject to the Privacy Policy and applicable law.

Illegal-content reporting. ScoutBerry will provide 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.

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, ranking, suspension, termination, Bruise 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 Creator first discover, contact, contract or transact with one another through ScoutBerry. During an active relationship and for 12 months after the last completed Mission, neither party may move that relationship off-platform to avoid ScoutBerry fees, rights tracking or renewal requirements.

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

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

Consequences. ScoutBerry may suspend access, recover documented fees or losses, cancel benefits, or seek other lawful remedies. Any liquidated damages or fixed penalty must be set out in a separate legally reviewed policy or Order Form.

24. Privacy, confidentiality and data roles

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

Controller and processor roles. Selli SRL generally acts as controller for Accounts, vetting, matching, ratings, payment administration, 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.

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 will identify 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, 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, accounting, tax, 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, Berry expiry, 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. Berry and payouts are handled by the specific cancellation, dispute and payment rules, not by a blanket forfeiture.

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 prices, packs, payouts and plan features by updating the Pricing Master and providing reasonable notice. A price snapshot accepted for an existing Mission does 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 Selli 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 unused Berry balances, approved but unpaid Creator payouts, accepted Mission obligations and existing licences on their then-current terms, including the applicable expiry, 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. Mission-specific accepted terms and Order Forms govern their subject matter. The Pricing Master governs prices, payouts and commercial parameters. 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. Contact

ScoutBerry is operated by Selli SRL.

Appendix A. Incorporated documents and order of precedence

No retroactive repricing. A later Pricing Master may change future transactions but does not change a price snapshot already accepted 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.