Terms of Service

1. Introduction and Definitions

These Terms of Service (the "Terms") form a binding legal agreement between you (the "Brand", "Customer", or "you") and Proof App (ABN 39 696 947 118) in relation to your use of the PROOF platform, website, APIs, mobile applications, and related services (collectively, the "Services").

For the purposes of these Terms, the following definitions apply:

• "PROOF" means the software-as-a-service platform operated by Proof App that enables brands and agencies to contract, manage, verify, and pay micro-influencer creators on a performance basis.
• "Brand" means the business, agency, or legal entity that subscribes to or uses the Services to commission influencer marketing activity.
• "Creator" means any third-party individual or entity that produces content on social media platforms and who enters into a Contract with a Brand through PROOF.
• "Contract" means the performance marketing agreement formed between a Brand and a Creator via the PROOF platform, including any milestones, tiered payouts, usage rights, and compliance terms.
• "Campaign" means a container for one or more Contracts organised around a shared brief, budget, and set of performance goals.
• "Account" means the authenticated workspace created by a Brand to use the Services.
• "Fees" means subscription, platform, and transaction fees payable by the Brand as set out in the current pricing or order form.

2. Acceptance of Terms

By clicking "I agree", creating an Account, accessing the Services, or using any PROOF feature, you confirm that you have read, understood, and agree to be bound by these Terms. Your acceptance is made on behalf of the Brand entity you represent, and you warrant that you have the authority to bind that entity.

If you do not agree to these Terms, you must not register for an Account, access the Services, or fund any Contract through PROOF. These Terms incorporate by reference our Privacy Policy, our Acceptable Use Policy (where applicable), and any order form or subscription plan you accept when purchasing the Services.

Where there is any inconsistency between these Terms and an order form or written agreement signed by an authorised representative of Proof App, the signed agreement prevails to the extent of the inconsistency.

3. The Services

PROOF is a platform for structuring, executing, and settling performance-based influencer marketing Contracts. The Services include, without limitation:

• Tools to create Campaigns, discover Creators, and generate offers with tiered milestone payouts;
• A contract state machine that manages offers, counter-offers, acceptance, tracking, and completion;
• Integration with Stripe for brand billing, escrow funding, creator payouts (via Stripe Express), and refunds of unreleased milestones;
• Integration with Phyllo/InsightIQ and other verification providers for measurement of public social metrics;
• Automated compliance screening (including FTC/ACCC disclosure detection and brand safety checks) and audit trails with cryptographic chain verification;
• AI-assisted features (including deal architect, match scoring, content intelligence, and outreach generation) that produce suggestions which you review before acting on;
• A public REST API, webhooks, CSV import/export, and integrations with Slack, Shopify, Google Analytics, HubSpot, Salesforce, Meta Ads, TikTok Ads, and Zapier / Make.

PROOF is a facilitation platform. We do not produce content, do not act as the Brand's agent in negotiating individual Contract terms, and do not guarantee any specific campaign result.

4. Eligibility and Authority

To use the Services as a Brand, you must:

• Be at least 18 years of age;
• Be registering on behalf of a legally constituted business, company, partnership, or sole trader (or, for international customers, the equivalent);
• Have full authority to bind that entity to these Terms and to any Contracts commissioned through PROOF;
• Provide accurate and current information during registration, including business name, ABN (for Australian Brands) or equivalent tax identification, billing address, and authorised contact;
• Maintain that information so it remains accurate throughout the life of your Account.

We may, at our discretion, verify any information you provide and may suspend Accounts pending verification. We may refuse registration or terminate Accounts that appear to be operated by individuals without binding authority.

5. Subscription and Billing

5.1 Subscription plans

The Services are offered on a subscription basis under plans published on our website or in a written order form. Plans may include limits on active Campaigns, seats, API calls, or transaction volume. Your plan is selected in the sign-up flow or during a subsequent upgrade.

5.2 Payment method and processing

All Fees are payable in advance in the currency displayed at checkout (typically Australian Dollars or US Dollars). Payments are processed by Stripe Payments Australia Pty Ltd or Stripe, Inc., and are subject to Stripe's terms. You authorise us to charge your nominated payment method for all Fees as they fall due, including renewal, overage, escrow funding, and platform fees.

5.3 Auto-renewal

Subscriptions renew automatically at the end of each billing cycle for a further period equal to the original term, at the then-current list price, unless cancelled before the renewal date in accordance with section 5.4. We will send a renewal reminder to the billing contact on file at least seven (7) days before renewal.

5.4 Cancellation and refunds

You may cancel your subscription at any time from the Account settings or by emailing support@proofapp.net. Cancellation stops future renewals; it does not entitle you to a refund of Fees already paid, except where required by Australian Consumer Law or where expressly stated in an order form. Active Contracts and associated escrow obligations continue to completion notwithstanding subscription cancellation.

5.5 Taxes

All Fees are exclusive of GST and other applicable taxes, unless expressly stated. You are responsible for any withholding taxes, stamp duties, or similar levies arising from your use of the Services in your jurisdiction, and will gross up payments where required so that we receive the full amount invoiced.

5.6 Overdue amounts

If a payment fails or is overdue for more than seven (7) days, we may suspend access to the Services, pause job schedulers, withhold release of escrowed funds, and charge interest on overdue amounts at the rate published from time to time under the Penalty Interest Rates Act (NSW) or, in default, 8% per annum.

6. Creator Contracts

PROOF facilitates, but is not a party to, Creator Contracts. Each Contract is a direct, binding agreement between the Brand and the Creator. PROOF provides the contracting framework, the offer and acceptance mechanism, the audit trail, the dispute surface, and the payment rails, but does not become the commissioning principal.

6.1 Formation

A Contract is formed when a Creator accepts a Brand's offer (or a counter-offer accepted by the Brand) through the PROOF interface or via a signed magic-link offer page. The terms agreed in the interface, together with the associated audit trail and PDF snapshot, constitute the complete record of the Contract.

6.2 Brand responsibilities

The Brand is solely responsible for: (a) the accuracy of the brief, deliverables, usage rights, and payment terms it sets; (b) compliance with advertising laws applicable to its product or service; (c) verifying that the Creator is legally able to accept the engagement in its jurisdiction; and (d) withholding or reporting tax where required.

6.3 Platform record

We maintain an immutable, append-only audit trail for all material state transitions in a Contract (offer, counter-offer, acceptance, submission, verification, payout, refund, expiry). You agree that this audit trail, together with the signed PDF snapshot and hash chain verification, is admissible as evidence of the Contract terms and of the parties' conduct.

7. Escrow and Payments

7.1 Escrow funding

When a Contract is accepted, the Brand authorises PROOF to charge the Contract's total committed value (base pay plus maximum tier payouts) to the Brand's saved payment method via Stripe. Funds are held by the Stripe platform against the specific Contract until a release event occurs.

7.2 Releases

Milestone releases occur automatically when verified metrics cross the relevant threshold within the Contract's tracking window, using the dynamic escrow release curve published in the Services. Base pay is released on content submission and acceptance. Releases are effected as Stripe Transfers to the Creator's Stripe Express account.

7.3 Refunds

Any amount not released by the end of the tracking window (for example, unreached tier milestones) is automatically refunded to the Brand's original payment method, less platform fees that are non-refundable once the Contract has been accepted.

7.4 Disputes

If a Brand disputes a release or a Creator disputes a refund, the party must raise the dispute through the in-platform dispute workflow within seven (7) days of the release event. PROOF will review available evidence, including the Contract audit trail, verified metrics, and content submissions, and may adjust releases where an error or material breach is established. PROOF's determination is without prejudice to the parties' rights to pursue separate legal remedies against each other.

8. Performance Metrics and Verification

PROOF verifies Creator performance by polling public metrics from the relevant social media platform via third-party data providers, principally Phyllo / InsightIQ. Where a Creator has connected their account via OAuth, we may also use authenticated metrics.

The Brand acknowledges and agrees that:

• Metrics are as reported by the underlying platform and data provider at the time of polling, and may differ from figures displayed in the Creator's-own analytics dashboard;
• Short-lived fluctuations (for example, due to platform recounts or spam cleanups) are normal and do not invalidate a release event that has already occurred;
• PROOF's verified metric is the authoritative figure for the purposes of a Contract, unless both parties agree in writing to a different value;
• Where a platform API is unavailable, PROOF will use the most recent verified metric and will retry polling. Scheduler outages beyond our reasonable control are not a basis for claiming damages.

9. Intellectual Property

9.1 Platform IP

PROOF, including all software, code, UI, algorithms, AI models, scoring methods, benchmarks, audit chain design, documentation, and trade marks, is owned by Proof App or its licensors. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Services solely for your internal business purposes during the term of your subscription.

9.2 Brand IP

You retain all rights in your trade marks, logos, product imagery, briefs, campaign copy, and other materials you upload ("Brand Content"). You grant PROOF a non-exclusive, royalty-free licence to host, reproduce, and display Brand Content solely to operate the Services for you and to present your offers to Creators.

9.3 Creator content and usage rights

Rights in content produced by Creators are governed by the content rights terms agreed in each individual Contract (organic, paid ads, whitelisting, repurpose, or sublicense, with platforms, duration, territory, and exclusivity as specified). PROOF does not acquire any rights in Creator content and is not a party to the usage licence granted by the Creator to the Brand.

9.4 Feedback

Any feedback, ideas, or suggestions you provide about the Services may be used by us without obligation or compensation.

10. Advertising Disclosure Obligations

Influencer marketing is regulated conduct under, among others, the Australian Competition and Consumer Act 2010 (including the Australian Consumer Law administered by the ACCC), the AANA Code of Ethics, and the US FTC Endorsement Guides (16 CFR Part 255). The Brand is responsible for ensuring its Contracts require Creators to make clear and conspicuous disclosures of the commercial relationship.

PROOF provides automated tooling (the "Compliance Guardian") that scans Creator submissions for hashtag, text, placement, and visibility cues associated with adequate disclosure. This tooling is a compliance aid, not a legal opinion. PROOF does not warrant that any piece of content complies with the laws or codes of any jurisdiction. The Brand remains the responsible advertiser at law.

The Brand agrees to ensure that each Contract it issues through PROOF obliges the Creator to (a) disclose the paid partnership using a platform-appropriate mechanism, (b) make no false, misleading, or unsubstantiated claims, and (c) comply with any category-specific rules (for example, therapeutic goods, financial services, alcohol, gambling, food and beverage claims) applicable to the product.

11. Prohibited Conduct

You must not, and must not permit any user of your Account to:

• Use the Services to commission illegal content, content that infringes third-party rights, or content targeting minors;
• Promote regulated products (firearms, illicit drugs, unregistered therapeutic goods, unlicensed financial products, or gambling services prohibited in the target jurisdiction);
• Attempt to evade disclosure requirements, manipulate metrics, or instruct Creators to engage in inauthentic engagement (bot traffic, purchased likes, coordinated inauthentic behaviour);
• Use the Services to harass, dox, or retaliate against any Creator, including by withholding or clawing back funds in a manner inconsistent with the Contract;
• Reverse engineer, decompile, scrape, or copy the Services, other than to the extent permitted by applicable law;
• Use the Services to build or train a competing product, or to export Creator data to an unauthorised third party;
• Access the Services using automated means (including bots, scripts, or unauthorised integrations) other than via the documented API and within published rate limits;
• Bypass, disable, or interfere with any security, rate-limiting, audit, or content-moderation feature of the Services.

12. Suspension and Termination

We may suspend or terminate your Account immediately, without refund, if: (a) you materially breach these Terms or an applicable Contract; (b) payment is not made in accordance with section 5; (c) we reasonably believe your use of the Services poses a security, legal, or reputational risk to PROOF, Creators, or other users; or (d) we are required to do so by law or by a regulator.

On termination, (i) your right to access the Services ends, (ii) accrued Fees remain payable, (iii) we will release or refund escrowed funds in accordance with the relevant Contract terms, and (iv) we will retain records as required by section 8 of our Privacy Policy and applicable law (including 7-year retention for accounting records under Australian tax law).

Sections that by their nature should survive termination (including IP, liability, indemnity, dispute resolution, and governing law) survive.

13. Disclaimers and Limitation of Liability

13.1 Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law or any other law which cannot be lawfully excluded. To the extent permitted by law, our liability for breach of any non-excludable guarantee is limited, at our option, to re-supplying the Services or paying the cost of having the Services re-supplied.

13.2 General disclaimer

Subject to section 13.1, the Services are provided on an "as is" and "as available" basis. We do not warrant that the Services will be error-free, uninterrupted, or that any particular metric, score, prediction, AI recommendation, or compliance result is accurate. AI outputs are suggestions that require your independent judgement before action.

13.3 Cap on liability

Subject to section 13.1, PROOF's aggregate liability to you under or in connection with these Terms and your use of the Services, whether in contract, tort (including negligence), equity, under statute, or otherwise, is limited to the total Fees paid by you to PROOF in the twelve (12) months immediately preceding the event giving rise to the liability.

13.4 Excluded loss

To the maximum extent permitted by law, PROOF is not liable for any indirect, consequential, special, or punitive loss, loss of profit, loss of revenue, loss of goodwill, loss of anticipated savings, loss of data (beyond the cost of restoration from backups), or loss arising from the acts or omissions of a Creator or any third-party platform or data provider.

14. Indemnity

You indemnify PROOF, its officers, employees, and agents, and hold them harmless, against all claims, losses, damages, fines, penalties, and reasonable legal costs arising out of or in connection with: (a) any Contract you commission, including any claim by a Creator relating to non-payment, scope creep, or mistreatment; (b) any content produced or caused to be produced by you or on your behalf under a Contract; (c) your breach of these Terms or of any applicable law, including advertising, consumer, privacy, or data protection law; and (d) any claim that Brand Content you supply infringes a third party's rights.

15. Dispute Resolution

Before commencing any court proceeding (other than for urgent injunctive relief), the parties must first attempt to resolve the dispute by good-faith negotiation between senior representatives for at least fourteen (14) days following written notice of the dispute.

If the dispute is not resolved in that period, either party may refer the dispute to mediation administered by the Resolution Institute (formerly LEADR & IAMA), in Sydney, New South Wales, on the Resolution Institute's standard mediation terms.

If the dispute remains unresolved thirty (30) days after referral to mediation, the parties submit to the exclusive jurisdiction of the courts of New South Wales and the federal courts of Australia sitting in Sydney.

16. Governing Law

These Terms are governed by the laws in force in New South Wales, Australia, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17. Changes to These Terms

We may update these Terms from time to time to reflect changes to the Services, to the law, or to our commercial practices. If the change is material, we will notify you at least fourteen (14) days before it takes effect, by email to the billing contact on file and by an in-platform notice.

Continued use of the Services after the effective date of a change constitutes acceptance of the updated Terms. If you do not agree, you may cancel your subscription under section 5.4 before the change takes effect. Non-material changes (such as typographical corrections, clarifications that do not reduce your rights, and changes required by law) take effect on posting.

18. Contact

Questions about these Terms, billing, account security, or legal notices should be directed to:

Formal legal notices must be sent by email with delivery receipt requested and are deemed received on the next business day in Sydney, New South Wales.