Terms of Service

1. Agreement to Terms

1.1 Binding Agreement

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("User", "you", "your", "Creator", or "Talent") and Vertali Group ("Company", "we", "us", or "our"), a Florida corporation with its principal place of business at 101 N Monroe St Suite 800, Tallahassee, FL, 32301, USA. This Agreement governs your access to and use of the Vertali Group website, applications, services, and all related features, content, and functionality (collectively, the "Services" or "Platform").

By accessing, browsing, or using our Services in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must immediately cease all use of our Services.

1.2 Age Requirements

You must be at least eighteen (18) years of age to use our Services or to enter into any agreement with Vertali Group. By using our Services, you represent and warrant that:

• You are at least 18 years of age;
• You have the legal capacity to enter into a binding contract;
• You are not barred from receiving services under the laws of the United States, Florida, or your country of residence;
• All information you provide to us is accurate, complete, and current.

If you are using our Services on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind such entity to these Terms.

1.3 Acceptance of Terms

Your acceptance of these Terms occurs when you:

• Click "I Agree" or similar acceptance button during account registration;
• Create an account on our Platform;
• Sign a separate written agreement referencing these Terms;
• Otherwise access or use our Services.

1.4 Changes to Terms

We reserve the right to modify, amend, or update these Terms at any time, at our sole discretion. Changes will become effective immediately upon posting to our website, with the "Last Updated" date revised accordingly. Material changes will be notified to you via email or prominent notice on our Platform at least thirty (30) days before becoming effective.

Your continued use of the Services following the posting of revised Terms constitutes your acceptance of such changes. If you do not agree to the revised Terms, you must discontinue use of our Services immediately.

1.5 Supplemental Agreements

These Terms are supplemented by and incorporate by reference our Privacy Policy, Cookie Policy, and any additional terms and conditions that may apply to specific Services, features, or promotions. In the event of a conflict between these Terms and any supplemental agreement, the supplemental agreement shall control with respect to the specific Services it governs.

2. Services Description

2.1 Overview

Vertali Group provides comprehensive digital talent management, content creation support, and brand partnership services. Our Services are designed to empower content creators, streamers, influencers, and digital entertainers (collectively "Creators") to grow their careers and maximize their earning potential.

2.2 Talent Management Services

Our talent management services include, but are not limited to:

• Career Development: Strategic planning, brand positioning, and career trajectory consultation;
• Contract Negotiation: Representation in negotiations with platforms, sponsors, and partners;
• Financial Management: Revenue tracking, payment processing, and financial advisory services;
• Legal Support: Access to legal resources for contract review and intellectual property protection;
• Analytics and Reporting: Performance metrics, audience insights, and growth analytics;
• Brand Development: Personal branding, merchandising, and portfolio management;
• Platform Optimization: Content strategy, algorithm optimization, and cross-platform growth.

2.3 Streamer House Accommodations

We operate specialized content creator housing facilities ("Streamer Houses") that provide:

• Fully equipped living accommodations optimized for content creation;
• High-speed internet infrastructure and technical support;
• Professional streaming setups and production equipment;
• Community networking and collaborative opportunities;
• 24/7 security and facility management;
• Event spaces and content production areas.

2.4 Brand Partnership Facilitation

We facilitate partnerships between Creators and brands, including:

• Sponsorship deal sourcing and negotiation;
• Campaign coordination and management;
• Content integration guidance and compliance oversight;
• Performance tracking and reporting for brand partners;
• Long-term brand ambassador program development.

2.5 Content Production Services

Our production services encompass:

• Video and audio production support;
• Graphic design and visual asset creation;
• Post-production editing services;
• Thumbnail and promotional material design;
• Technical consultation and equipment recommendations.

2.6 Scope and Limitations

2.6.1 We make no guarantee of specific results, follower growth, revenue amounts, or partnership opportunities. Success depends on numerous factors including market conditions, platform algorithms, audience preferences, and Creator effort.

2.6.2 We do not guarantee continuous, uninterrupted, or secure access to our Services. We may suspend or terminate Services for maintenance, security updates, or violations of these Terms.

2.6.3 Our Services are provided "as available" and may be modified, suspended, or discontinued at any time without prior notice.

2.6.4 We reserve the right to refuse service to anyone for any reason at any time, provided such refusal does not violate applicable laws.

2.7 Service Availability

While we strive to maintain 99.9% uptime for our digital Services, we do not guarantee uninterrupted access. Scheduled maintenance will be communicated in advance when possible. Force majeure events, including but not limited to natural disasters, acts of government, cyberattacks, and internet service disruptions, may result in service interruptions without liability to the Company.

3. User Accounts

3.1 Account Registration Requirements

To access certain features of our Services, you must create an account. When registering, you agree to:

• Provide accurate, current, and complete information;
• Maintain and promptly update your account information;
• Submit truthful identification and verification documents when requested;
• Not create accounts using false identities or automated means;
• Not register multiple accounts without prior written authorization.

3.2 Account Security

You are solely responsible for:

• Maintaining the confidentiality of your account credentials;
• All activities that occur under your account;
• Immediately notifying us of any unauthorized access or security breach;
• Ensuring proper logout from your account at the end of each session.

We will not be liable for any loss or damage arising from your failure to comply with these security obligations. You acknowledge that sharing account credentials, allowing others to access your account, or failing to maintain adequate security measures constitutes a material breach of these Terms.

3.3 Account Verification

We may require verification of your identity, age, and eligibility, including but not limited to:

• Government-issued photo identification;
• Proof of address;
• Social media platform ownership verification;
• Tax identification numbers (W-9, W-8BEN, or equivalent);
• Background checks for Streamer House eligibility.

3.4 Prohibited Account Activities

You may not:

• Use another person's account without authorization;
• Impersonate any person or entity, or misrepresent your affiliation;
• Use the Services for any illegal or unauthorized purpose;
• Attempt to gain unauthorized access to any part of our Systems;
• Interfere with or disrupt the integrity or performance of the Services;
• Harvest or collect user information without consent;
• Sell, transfer, or assign your account to any third party.

3.5 Account Termination

We reserve the right to suspend or terminate your account immediately, without prior notice or liability, for any reason, including but not limited to:

• Breach of these Terms;
• Fraudulent, abusive, or illegal activity;
• Non-payment of fees or charges;
• Extended periods of inactivity (12+ months);
• At the request of law enforcement or government agencies.

Upon termination, your right to use the Services will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

4. Creator Representation Agreement

4.1 Exclusive vs. Non-Exclusive Representation

4.1.1 Exclusive Representation: Under an exclusive representation agreement, Vertali Group acts as your sole representative for specified services, territories, and platforms. During the exclusive term, you may not engage other management companies, agents, or representatives for the covered services without our prior written consent.

4.1.2 Non-Exclusive Representation: Under a non-exclusive agreement, you may engage additional representatives for different services, territories, or platforms, provided such engagements do not conflict with our representation or these Terms.

4.1.3 Territory and Platform Specifications: The scope of representation (exclusive or non-exclusive) will be defined in your individual Creator Agreement, specifying applicable geographic territories, platforms (e.g., Twitch, YouTube, TikTok), and service categories.

4.2 Commission Structure

4.2.1 Standard Commission: Vertali Group charges a commission on Creator revenue as specified in your individual Creator Agreement. Standard commission rates range from 10% to 30% of Gross Revenue, depending on services provided, exclusivity terms, and other factors.

4.2.2 Gross Revenue Definition: "Gross Revenue" means all revenue generated through your content creation activities, including but not limited to: platform payments (ad revenue, subscriptions, bits, donations), sponsorship payments, brand deal payments, merchandise revenue, appearance fees, licensing fees, and any other revenue derived from your Creator activities.

4.2.3 Commissionable Revenue: Commissions apply to all Gross Revenue received during the term of representation, including renewals, extensions, and options exercised during the term, regardless of when payment is received.

4.2.4 Post-Termination Commissions: Following termination of representation, you remain obligated to pay commission on:

• Revenue from deals negotiated during the term;
• Renewals or extensions of deals originally secured during the term;
• Revenue from platform partnerships established during the term.

This post-termination obligation ("sunset period") applies for a period of twelve (12) to twenty-four (24) months as specified in your Creator Agreement.

4.3 Contract Terms

4.3.1 Initial Term: The initial term of representation shall be as specified in your Creator Agreement, typically ranging from six (6) months to three (3) years.

4.3.2 Renewal: The agreement may automatically renew for successive periods unless terminated in accordance with these Terms or the Creator Agreement.

4.3.3 Termination for Convenience: Either party may terminate the representation agreement with ninety (90) days' prior written notice, subject to the survival of commission obligations and other provisions as specified herein.

4.3.4 Termination for Cause: Either party may terminate immediately upon material breach that remains uncured for thirty (30) days after written notice.

4.4 Performance Expectations

4.4.1 Creator Obligations: You agree to:

• Maintain active content creation with reasonable consistency;
• Communicate regularly with your assigned talent manager;
• Promptly disclose all revenue-generating opportunities;
• Provide access to analytics and performance metrics;
• Participate in promotional activities and brand campaigns as agreed;
• Maintain professional standards in all public communications;
• Comply with platform terms of service and community guidelines.

4.4.2 Company Obligations: Vertali Group agrees to:

• Assign a dedicated talent manager to your account;
• Provide regular consultation and strategic guidance;
• Source and negotiate partnership opportunities;
• Process payments and provide detailed revenue reporting;
• Maintain confidentiality of your information;
• Act in good faith to advance your professional interests.

4.5 Content Ownership

4.5.1 Creator Ownership: You retain all ownership rights to content you create, subject to the license grants specified herein and in your Creator Agreement.

4.5.2 Company Materials: Vertali Group retains ownership of all materials, tools, systems, and resources we provide, including branding assets, production equipment, and proprietary software.

4.5.3 Joint Works: Content created collaboratively with significant contribution from Vertali Group resources may be considered joint works, with ownership as specified in the Creator Agreement.

4.6 Revenue Sharing

Revenue sharing arrangements for specific projects, co-produced content, or Vertali Group-initiated opportunities will be governed by separate written agreements. Standard revenue splits for such arrangements typically range from 70/30 to 50/50 (Creator/Company), depending on resource contribution and risk allocation.

5. Streamer House Terms

5.1 Eligibility Requirements

To be eligible for Streamer House residency, you must:

• Be at least 18 years of age (21+ for certain properties);
• Hold a valid Creator Agreement with Vertali Group;
• Meet minimum follower/subscriber thresholds as specified per location;
• Pass a background check and reference verification;
• Demonstrate consistent content creation activity;
• Agree to all House Rules and Code of Conduct;
• Provide proof of renter's insurance or equivalent coverage.

5.2 Application Process

5.2.1 Applications for Streamer House residency must be submitted through our official application portal. Incomplete applications will not be considered.

5.2.2 Submission of an application does not guarantee acceptance. Vertali Group reserves sole discretion in evaluating and approving applications.

5.2.3 Approved applicants must sign the Streamer House Agreement and pay all required deposits within seven (7) days of acceptance notification, or the offer may be rescinded.

5.2.4 Waitlist placement does not constitute acceptance or create any obligation on the part of Vertali Group.

5.3 House Rules

All residents must comply with the following House Rules:

5.3.1 Noise and Quiet Hours: Quiet hours are from 10:00 PM to 8:00 AM local time. Streaming and recording activities must be conducted with consideration for other residents.

5.3.2 Guest Policy: Overnight guests are permitted with prior notification to House Management. Guests staying more than three (3) consecutive nights require written approval. Residents are fully responsible for their guests' conduct.

5.3.3 Common Areas: Common areas must be kept clean and orderly. Personal belongings should not be left in shared spaces. Cleaning schedules rotate among residents unless professional cleaning services are provided.

5.3.4 Equipment Use: Shared equipment and facilities must be reserved through the official booking system. Equipment must be returned in the same condition, with any damage immediately reported.

5.3.5 Substance Policy: Illegal substances are strictly prohibited. Alcohol consumption must comply with local laws and be conducted responsibly. Intoxication that disrupts house operations is prohibited.

5.3.6 Pets: Pets are only permitted with prior written approval and payment of additional pet deposit. Service animals are permitted in accordance with applicable law.

5.4 Code of Conduct

Residents are expected to maintain professional conduct that reflects positively on Vertali Group. Prohibited conduct includes:

• Harassment, discrimination, or abusive behavior toward other residents or staff;
• Theft or unauthorized use of others' property or equipment;
• Deliberate damage to property;
• Unauthorized commercial activities;
• Activities that violate platform terms of service;
• Creating content that promotes hate speech, violence, or illegal activities;
• Unauthorized recording or streaming of other residents without consent.

5.5 Payment Terms

5.5.1 Rent and Fees: Monthly rent and associated fees are as specified in your Streamer House Agreement. Rent is due on the first day of each month.

5.5.2 Late Payments: Rent payments received after the fifth day of the month incur a late fee of $50 or 5% of the monthly rent, whichever is greater. Persistent late payments may result in eviction proceedings.

5.5.3 Utilities: Utilities are included in rent unless otherwise specified. Excessive utility usage may result in additional charges.

5.5.4 Rent Increases: Rent may be increased with sixty (60) days' written notice, not to exceed applicable legal limits.

5.6 Security Deposit

5.6.1 Amount: A security deposit equal to one (1) month's rent is required before move-in.

5.6.2 Use: The security deposit may be applied to cover unpaid rent, damages beyond normal wear and tear, cleaning costs, or other charges owed.

5.6.3 Return: Security deposits will be returned within thirty (30) days of move-out, less any deductions, accompanied by an itemized statement of deductions.

5.6.4 Non-Refundable Fees: Application fees, administrative fees, and pet deposits (if applicable) are non-refundable.

5.7 Damage Liability

Residents are liable for:

• Damage to their assigned room and personal belongings;
• Damage to common areas caused by the resident or their guests;
• Damage to shared equipment while in their possession;
• Theft or loss of Vertali Group property entrusted to them.

Normal wear and tear is excepted. Damage assessments will be conducted at move-in, periodic inspections, and move-out.

5.8 Termination of Housing

5.8.1 Notice Requirement: Residents must provide thirty (30) days' written notice of intent to vacate.

5.8.2 Termination by Company: Vertali Group may terminate housing immediately for:

• Violation of House Rules or Code of Conduct;
• Non-payment of rent or fees;
• Termination of Creator Agreement;
• Illegal activity;
• Material misrepresentation in application.

5.8.3 Move-Out Requirements: Residents must return all keys, remove all personal property, and leave their room in clean condition. Abandoned property may be disposed of after thirty (30) days.

6. Intellectual Property

6.1 Company IP Rights

6.1.1 Ownership: All intellectual property rights in and to the Services, including but not limited to trademarks, service marks, logos, trade names, copyrights, patents, trade secrets, and proprietary technology, are and shall remain the exclusive property of Vertali Group and its licensors.

6.1.2 Trademarks: "Vertali Group," "Vertali," our logos, and all related names, logos, product and service names, designs, and slogans are trademarks of Vertali Group or its affiliates. You may not use such marks without our prior written permission.

6.1.3 Platform Content: All content on our Platform, including text, graphics, images, software, and the compilation thereof, is the property of Vertali Group and is protected by copyright and other intellectual property laws.

6.2 Creator IP Rights

6.2.1 Retention: Subject to the licenses granted herein, you retain all intellectual property rights in content you create during your engagement with Vertali Group.

6.2.2 Work Product: Content created using significant Vertali Group resources (equipment, facilities, staff time) may be subject to shared ownership or revenue-sharing arrangements as specified in separate agreements.

6.3 License Grants

6.3.1 License to Vertali Group: You grant Vertali Group a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your content solely for the purposes of:

• Promoting your talent and career;
• Marketing Vertali Group services;
• Fulfilling contractual obligations to brand partners;
• Internal training and quality improvement.

6.3.2 Portfolio Use: We may include your likeness, content, and success metrics in our portfolio, case studies, and marketing materials.

6.3.3 License to You: Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for their intended purposes.

6.4 User Content

6.4.1 Responsibility: You are solely responsible for all content you upload, post, transmit, or otherwise make available through our Services ("User Content").

6.4.2 Representations: You represent and warrant that:

• You own or have all necessary rights to your User Content;
• Your User Content does not infringe any third-party rights;
• Your User Content complies with these Terms and applicable laws;
• You have obtained all necessary releases and permissions for any identifiable persons or properties in your content.

6.4.3 Removal: We reserve the right to remove any User Content at any time for any reason without notice.

6.5 Copyright Infringement Policy

6.5.1 DMCA Compliance: We respect the intellectual property rights of others and comply with the Digital Millennium Copyright Act (DMCA).

6.5.2 Reporting: If you believe your copyrighted work has been infringed, please send a written notice to our designated agent at:

Your notice must include: (a) physical or electronic signature; (b) identification of the copyrighted work; (c) identification of the infringing material; (d) your contact information; (e) good faith belief statement; and (f) accuracy statement under penalty of perjury.

6.5.3 Counter-Notice: If you believe your content was removed in error, you may submit a counter-notice containing: (a) your signature; (b) identification of removed material; (c) statement under penalty of perjury; (d) consent to jurisdiction.

6.5.4 Repeat Infringers: We will terminate the accounts of repeat copyright infringers in appropriate circumstances.

7. Prohibited Activities

7.1 Unacceptable Behavior

You may not use our Services to engage in conduct that is:

• Illegal, fraudulent, or deceptive;
• Harmful, threatening, abusive, harassing, or tortious;
• Defamatory, libelous, or invasive of another's privacy;
• Hateful or discriminatory based on race, ethnicity, religion, gender, sexual orientation, disability, or other protected characteristics;
• Intended to intimidate, stalk, or cause distress to others;
• Commercially exploitative without authorization.

7.2 Content Restrictions

You may not create, upload, or distribute content that:

• Contains sexually explicit material (unless properly age-gated and compliant with platform policies);
• Depicts violence, gore, or graphic content without appropriate warnings;
• Promotes self-harm, suicide, or eating disorders;
• Contains malware, viruses, or malicious code;
• Constitutes unauthorized advertising or spam;
• Violates the terms of service of any platform where it is distributed;
• Misuses intellectual property without authorization.

7.3 Fraudulent Activities

Prohibited fraudulent activities include:

• Artificially inflating metrics (view botting, follow botting, engagement manipulation);
• Misrepresenting audience demographics or engagement statistics;
• Accepting payment for undisclosed sponsored content;
• Falsifying revenue reports or withholding revenue from Vertali Group;
• Identity theft or impersonation;
• Chargeback fraud or payment disputes without valid basis.

7.4 Harassment Policy

Vertali Group maintains a zero-tolerance policy for harassment. Harassment includes:

• Unwanted sexual advances or comments;
• Bullying, intimidation, or sustained negative attention;
• Doxing or publishing private information;
• Coordinated attacks or brigading;
• Creating content that targets individuals for abuse.

Violations may result in immediate termination and potential legal action.

7.5 Illegal Activities

You may not use our Services to engage in, promote, or facilitate:

• Any criminal activity;
• Drug trafficking or distribution of controlled substances;
• Weapons trafficking;
• Human trafficking or exploitation;
• Gambling operations without proper licensing;
• Financial fraud or money laundering;
• Terrorism or violent extremism.

7.6 Platform Manipulation

You may not:

• Use bots, scripts, or automated systems to interact with our Services;
• Circumvent any rate limits, access controls, or security measures;
• Scrape or data mine our Platform without authorization;
• Interfere with the proper functioning of our Services;
• Attempt to access areas of our systems not intended for public access.

7.7 Enforcement

Violation of these prohibitions may result in:

• Immediate suspension or termination of access;
• Removal of content;
• Reporting to law enforcement authorities;
• Legal action for damages;
• Retention of commissions or other payments owed.

8. Termination

8.1 Termination by User

8.1.1 You may terminate your account and these Terms at any time by providing written notice to Vertali Group.

8.1.2 Termination of your account does not relieve you of obligations that accrued prior to termination, including payment obligations and commission responsibilities.

8.1.3 Upon termination, you must immediately cease all use of Vertali Group trademarks, materials, and proprietary resources.

8.2 Termination by Company

We may terminate or suspend your account immediately, without prior notice or liability, for any reason, including but not limited to:

• Material breach of these Terms;
• Failure to cure a breach within thirty (30) days of written notice;
• Engagement in prohibited activities;
• Fraudulent or illegal conduct;
• Non-payment of fees;
• Extended inactivity (12+ months);
• At our sole discretion if we determine continued provision of Services is not commercially viable or appropriate.

8.3 Effects of Termination

Upon termination:

• All licenses and rights granted to you shall immediately terminate;
• You must cease all use of the Services and return any Company property;
• We may delete your account data and content, subject to our data retention policies;
• Outstanding payment obligations remain due and payable;
• Commission obligations continue for the sunset period as specified in Section 4.2.4;
• Confidentiality obligations survive termination indefinitely;
• Any accrued rights to indemnification survive termination.

8.4 Survival Clauses

All provisions of these Terms which by their nature should survive termination shall survive, including without limitation: ownership provisions, warranty disclaimers, indemnification obligations, limitation of liability, confidentiality, non-compete provisions (where applicable), and governing law provisions.

9. Disclaimer of Warranties

9.1 As-Is Service

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

9.2 No Guarantee of Results

VERTALI GROUP DOES NOT WARRANT THAT:

• The Services will meet your specific requirements or expectations;
• The Services will be uninterrupted, timely, secure, or error-free;
• The results obtained from using the Services will be accurate or reliable;
• Any errors in the Services will be corrected;
• You will achieve any specific follower count, revenue amount, or career milestone.

9.3 No Guarantee of Partnerships

We do not guarantee that you will receive any specific number of brand deals, sponsorships, or partnership opportunities. Such opportunities depend on market conditions, brand requirements, audience demographics, and other factors beyond our control.

9.4 Third-Party Services

We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through our Services, any hyperlinked website, or any website or mobile application featured in any banner or other advertising. We will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services.

9.5 Platform Risks

You acknowledge that social media platforms (Twitch, YouTube, TikTok, etc.) operate independently and may change their terms, algorithms, or features without notice. We are not responsible for platform decisions that affect your content or account status.

9.6 Legal Compliance

While we may provide general information about legal matters, we do not provide legal advice. You should consult with qualified legal counsel for advice specific to your situation. We are not responsible for your compliance with applicable laws.

10. Limitation of Liability

10.1 Liability Caps

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VERTALI GROUP, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of or inability to access or use the Services;
• Any conduct or content of any third party on the Services;
• Any content obtained from the Services;
• Unauthorized access, use, or alteration of your transmissions or content;
• Termination of your account or Creator Agreement.

10.2 Maximum Liability

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS EXCEED THE GREATER OF:

• The amount paid by you to Vertali Group in the twelve (12) months preceding the claim; or
• Five Thousand United States Dollars ($5,000 USD).

10.3 Excluded Damages

THE FOLLOWING DAMAGES ARE SPECIFICALLY EXCLUDED:

• Lost revenue or profits;
• Loss of audience or followers;
• Platform bans or restrictions;
• Reputational harm;
• Emotional distress;
• Punitive or exemplary damages.

10.4 Basis of Bargain

The limitations of liability in this Section reflect an informed, voluntary allocation of risk between the parties. This allocation of risk is an essential element of the basis of the bargain between you and Vertali Group.

10.5 Exceptions

Nothing in these Terms shall exclude or limit our liability for:

• Fraud or fraudulent misrepresentation;
• Willful misconduct or gross negligence;
• Death or personal injury caused by our negligence;
• Any other liability that cannot be excluded or limited under applicable law.

10.6 Jurisdictional Variations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

11. Indemnification

11.1 User Indemnification Obligations

You agree to defend, indemnify, and hold harmless Vertali Group and its officers, directors, employees, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms;
• Your User Content or content you create, upload, or distribute;
• Your use of the Services;
• Your violation of any rights of a third party;
• Your violation of any applicable laws, rules, or regulations;
• Your conduct in Streamer House facilities;
• Any negligence or willful misconduct by you.

11.2 Defense of Claims

11.2.1 We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

11.2.2 You agree not to settle any claim without our prior written consent.

11.2.3 We will use reasonable efforts to notify you of any claim, action, or proceeding subject to indemnification upon becoming aware of it.

11.3 Insurance

You are encouraged to maintain appropriate insurance coverage, including professional liability and general liability insurance, to protect against claims that may arise from your activities as a Creator.

12. Governing Law and Dispute Resolution

12.1 Florida Law

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of law provisions.

12.2 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at contact@vertali.net to attempt to resolve the dispute informally. Both parties agree to negotiate in good faith for a period of at least thirty (30) days.

12.3 Binding Arbitration

12.3.1 Agreement to Arbitrate: Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved exclusively through final and binding arbitration, except as otherwise provided herein.

12.3.2 Arbitration Rules: The arbitration shall be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules and Mediation Procedures.

12.3.3 Venue: The arbitration shall be conducted in Tallahassee, Florida, unless otherwise agreed by the parties.

12.3.4 Arbitrator Authority: The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement.

12.3.5 Arbitrator Decision: The arbitrator's award shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

12.3.6 Costs: Each party shall bear its own costs and attorneys' fees, except that the arbitrator may award costs and fees to the prevailing party in accordance with applicable law.

12.4 Class Action Waiver

12.4.1 Waiver: TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY PROCEEDINGS TO RESOLVE ANY DISPUTE WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

12.4.2 No Class Arbitration: THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT, HEARD, OR ARBITRATED AS A CLASS ACTION, COLLECTIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION.

12.4.3 Severability: If this class action waiver is found to be unenforceable, then the entirety of this arbitration agreement shall be null and void.

12.5 Exceptions to Arbitration

Notwithstanding the foregoing, either party may bring an individual action in small claims court or seek injunctive or other equitable relief in a court of competent jurisdiction for:

• Intellectual property infringement;
• Breach of confidentiality provisions;
• Unauthorized use of trademarks or trade secrets;
• Emergency injunctive relief.

12.6 Jurisdiction

Subject to the arbitration provisions above, any legal suit, action, or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the federal or state courts located in Tallahassee, Florida. You waive any objection to venue in such courts.

12.7 Time Limitation

You agree that any claim or cause of action arising out of or related to these Terms or the Services must be filed within one (1) year after such claim or cause of action arose, or it will be forever barred.

13. Payment Terms

13.1 Fee Structure

13.1.1 Commissions: As specified in your Creator Agreement, commissions are calculated as a percentage of Gross Revenue and are our primary compensation for Services provided.

13.1.2 Additional Fees: Certain Services may incur additional fees, including but not limited to:

• Legal review fees for contract negotiations;
• Production equipment rental fees;
• Streamer House rent and associated fees;
• Administrative fees for payment processing;
• Rush or expedited service fees.

13.2 Billing Cycles

13.2.1 Payment Timing: We process payments to Creators on a monthly basis, typically within thirty (30) days after the end of each month, subject to receipt of funds from platforms and partners.

13.2.2 Reporting: You will receive detailed monthly statements showing all revenue collected, commissions deducted, and net payment amount.

13.2.3 Minimum Payout: Payments below $100 (or equivalent) may be held until the cumulative balance reaches the minimum threshold, unless otherwise agreed.

13.3 Late Payments

13.3.1 Payments owed to Vertali Group must be received by the due date specified on the invoice. Late payments incur interest at the lesser of 1.5% per month or the maximum rate permitted by law.

13.3.2 We reserve the right to suspend Services for accounts with overdue balances exceeding sixty (60) days.

13.3.3 You are responsible for all costs of collection, including attorneys' fees, for amounts not paid when due.

13.4 Refunds

13.4.1 All payments are generally non-refundable. Refunds, if any, are at our sole discretion.

13.4.2 Deposits for Streamer House residency may be refundable in accordance with the Streamer House Agreement terms.

13.5 Chargebacks

13.5.1 If you initiate a chargeback or payment dispute without valid basis, you will be liable for all associated fees and costs.

13.5.2 Fraudulent chargebacks may result in immediate termination of your account and legal action.

13.6 Currency and Taxes

13.6.1 All amounts are stated in United States Dollars unless otherwise specified.

13.6.2 You are responsible for all applicable taxes, including income tax, self-employment tax, and any taxes imposed on your earnings.

13.6.3 We will issue Form 1099 or equivalent tax documentation as required by law.

14. Confidentiality

14.1 Confidential Information

"Confidential Information" means any and all non-public, proprietary, or confidential information disclosed by either party, whether orally or in writing, including but not limited to:

• Business plans, strategies, and financial information;
• Creator agreements, commission structures, and pricing;
• Partner and brand information;
• Technical data, trade secrets, and know-how;
• Personal information of employees, Creators, or partners;
• Content ideas and unreleased projects.

14.2 Non-Disclosure Obligations

Each party agrees to:

• Maintain all Confidential Information in strict confidence;
• Not disclose Confidential Information to any third parties except as permitted herein;
• Use Confidential Information solely for the purposes of these Terms;
• Protect Confidential Information with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

14.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of these Terms;
• Was rightfully known to the receiving party prior to disclosure;
• Is rightfully received from a third party without restriction;
• Is independently developed without use of the disclosing party's Confidential Information;
• Is required to be disclosed by law, court order, or government authority (provided prompt notice is given to the disclosing party).

14.4 Duration

Confidentiality obligations shall survive termination of these Terms for a period of five (5) years, except with respect to trade secrets, which shall be protected indefinitely.

14.5 Return of Information

Upon termination or at the disclosing party's request, the receiving party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing.

15. Non-Compete and Non-Solicitation

15.1 Non-Compete Restrictions

15.1.1 During the term of your Creator Agreement, you agree not to engage in any business or activity that directly competes with Vertali Group's services without our prior written consent.

15.1.2 "Competing activities" include but are not limited to:

• Providing talent management services to other creators;
• Operating a competing streamer house or creator facility;
• Representing competing management companies for overlapping services.

15.1.3 The scope of non-compete restrictions will be defined in your individual Creator Agreement.

15.2 Non-Solicitation

15.2.1 During the term and for a period of twelve (12) months thereafter, you agree not to directly or indirectly:

• Solicit, induce, recruit, or encourage any of our employees, contractors, or agents to terminate their relationship with us;
• Solicit or attempt to solicit business from our brand partners or clients;
• Interfere with our business relationships.

15.2.2 For a period of twelve (12) months following termination, you may not solicit other Vertali Group Creators to leave the Company or join a competing service.

15.3 Duration

Non-compete restrictions apply during the term of representation. Non-solicitation restrictions apply during the term and for twelve (12) months thereafter.

15.4 Geographic Scope

Non-compete and non-solicitation restrictions apply worldwide, given the global nature of digital content creation and our business operations.

15.5 Enforceability

If any restriction is found to be unenforceable, the parties agree that the court should modify the restriction to the minimum extent necessary to make it enforceable. The remaining provisions shall remain in full force and effect.

16. Social Media and Publicity

16.1 Publicity Rights

You grant Vertali Group the right to use your name, likeness, image, voice, social media handles, content excerpts, and performance metrics in our marketing, advertising, and promotional materials. This includes use on our website, social media channels, press releases, investor materials, and sales presentations.

16.2 Social Media Guidelines

16.2.1 Brand Alignment: When publicly discussing your relationship with Vertali Group, you agree to represent the Company accurately and professionally.

16.2.2 Disclosure Requirements: You must comply with all FTC guidelines and platform policies regarding disclosure of material connections. Sponsored content and brand partnerships must be clearly disclosed using appropriate hashtags (e.g., #ad, #sponsored).

16.2.3 Negative Publicity: You agree not to make public statements that disparage Vertali Group, its employees, or other Creators. This does not prohibit truthful statements required by law or good-faith whistleblowing.

16.2.4 Announcements: Joint announcements regarding new partnerships, milestones, or collaborations will be coordinated between you and your talent manager.

16.3 Brand Representation

16.3.1 When representing Vertali Group at events, in meetings, or in official capacities, you agree to maintain professional conduct that reflects positively on the Company.

16.3.2 You may not use Vertali Group trademarks or represent yourself as an official spokesperson without prior written authorization.

16.3.3 Any media inquiries regarding Vertali Group should be referred to our designated media contact.

17. Third-Party Links and Services

17.1 External Links

Our Services may contain links to third-party websites, services, or resources that are not owned or controlled by Vertali Group. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services.

17.2 Third-Party Terms

Your use of third-party services is governed by their respective terms of service and privacy policies. You should review these terms before using such services. We are not responsible for any loss or damage arising from your use of third-party services.

17.3 Platform Relationships

We are independent of social media platforms (Twitch, YouTube, TikTok, etc.) and are not endorsed by or affiliated with them. Platform terms continue to govern your use of their services.

17.4 No Endorsement

Any reference to third-party products, services, or organizations does not constitute or imply endorsement, sponsorship, or recommendation by Vertali Group.

18. Severability

18.1 Invalid Provisions

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from these Terms and the remaining provisions shall continue in full force and effect.

18.2 Modification of Invalid Provisions

If any provision is found to be unenforceable as written, the parties agree that the court should modify the provision to the minimum extent necessary to make it enforceable while preserving the parties' original intent as closely as possible.

18.3 Remaining Terms

The invalidity of any provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid provision with a valid provision that achieves the original intent as closely as possible.

19. Entire Agreement

19.1 Complete Agreement

These Terms, together with any signed Creator Agreement, Streamer House Agreement, and other written agreements between you and Vertali Group, constitute the entire agreement between you and us regarding the Services and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written.

19.2 Supersedes Prior Agreements

These Terms supersede any prior agreements, representations, or understandings between the parties. No representation, statement, or promise not contained in these Terms or a subsequent written agreement shall be binding on either party.

19.3 Amendments

These Terms may only be amended or modified by a written instrument signed by authorized representatives of both parties.

20. Waiver

20.1 No Implied Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. No failure or delay by either party in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof.

20.2 Written Waiver Required

The waiver by either party of any breach of these Terms shall not constitute a waiver of any other or subsequent breach. A waiver of any term, condition, or provision shall be effective only in the specific instance and for the specific purpose given.

20.3 Course of Conduct

No course of dealing or course of performance shall be used to interpret, supplement, or modify any term of these Terms.

21. Assignment

21.1 No Assignment by User

You may not assign, transfer, delegate, or sublicense any of your rights or obligations under these Terms without our prior written consent. Any attempted assignment in violation of this provision shall be null and void.

21.2 Company Assignment Rights

We may assign, transfer, or delegate our rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

21.3 Binding Effect

Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

22. Notices

22.1 Communication Methods

Any notices or other communications required or permitted under these Terms shall be in writing and shall be deemed given:

• When delivered personally;
• Three (3) business days after being sent by certified mail, return receipt requested;
• One (1) business day after being sent by overnight courier;
• Upon confirmation of receipt when sent by email (with read receipt or follow-up confirmation).

22.2 Notice Addresses

To Vertali Group:

To You: At the email address or physical address associated with your account. You are responsible for maintaining current contact information in your account profile.

22.3 Effective Date

Notices shall be deemed effective upon receipt, or if refused, upon the date of refusal. Email notices sent during normal business hours shall be deemed received on the same day; notices sent after hours shall be deemed received the next business day.

23. Contact Information

23.1 Legal Contact

If you have any questions about these Terms, please contact us:

23.2 Department Contacts

23.3 Physical Address

Our registered office and principal place of business is: