Armanet Creator Marketplace Terms & Conditions

1. Definitions

For purposes of this Agreement, the following definitions apply:

1. “Armanet” means Armanet Holding Corp. Inc., a Delaware corporation that operates the Armanet Creator Marketplace.
2. “Advertiser” means any individual or entity posting or sponsoring an opportunity or campaign on the Marketplace for which the Creator may provide Deliverables.
3. “Creator” (also referred to as “you”) means the undersigned individual or entity agreeing to produce Deliverables for Advertisers through the Marketplace.
4. “Marketplace” means the online platform operated by Armanet where Creators and Advertisers interact, post opportunities, and exchange Deliverables.
5. “Deliverables” means the creative work, video, audio, host-read, or other content the Creator agrees to produce and provide under an engagement with an Advertiser.
6. “Engagement” means any binding arrangement between the Creator and an Advertiser to provide Deliverables on specific terms (e.g., timing, format, compensation).
7. “Confidential Information” has the meaning set forth in Section 4.1.
8. “Dispute Resolution” refers to the steps outlined in Section 10 for resolving disagreements related to approvals, Deliverables, or payments.
9. “Business Day” means any weekday (excluding weekends and U.S. federal holidays) on which commercial banks in the State of Delaware are open for business.

2. Participation and Representations

2.1 Eligibility Creator represents and warrants that they are at least 18 years of age, possess full legal capacity to enter into this Agreement, and are not prohibited by any applicable laws from doing so. Creator confirms that they possess the necessary skills, experience, and resources to fulfill their obligations under this Agreement.

2.2 Compliance Creator agrees to comply with all applicable laws, regulations, and industry standards when using the Marketplace and performing services for Advertisers. Creator further agrees to adhere to all Armanet policies, as updated from time to time. Non-compliance may result in suspension or termination of Marketplace access.

2.3 Accuracy of Information Creator certifies that all information provided to Armanet, including but not limited to profile details, payment information, and credentials, is accurate, truthful, and current. Creator agrees to promptly update any changes to maintain accuracy and integrity.

2.4 No Conflicts Creator represents that participation in the Marketplace and performance of services for Advertisers does not and will not conflict with any other agreements, obligations, or restrictions to which they are bound. Creator agrees to disclose any potential conflicts of interest promptly. Armanet reserves the right to request additional information regarding potential conflicts at any time.

2.5 Good Faith Participation Creator agrees to act in good faith in all dealings with Armanet, Advertisers, and other Marketplace participants. Fraudulent, abusive, or otherwise harmful conduct—including, but not limited to, repeated misrepresentation or unauthorized use of third-party content—is grounds for immediate termination and potential legal action.

3. Services and Deliverables

3.1 Engagements Creator acknowledges that opportunities posted by Advertisers on the Marketplace constitute invitations to offer, and acceptance of such opportunities forms a binding Engagement between Creator and the Advertiser to provide Deliverables. Armanet acts solely as a facilitator in these engagements.

3.2 Standards of Performance Creator agrees to deliver all Deliverables in accordance with professional standards, applicable specifications, and deadlines set in the Engagement. Failure to meet these standards may result in withholding of payment, removal from the Marketplace, or legal action. Creator shall proactively communicate any anticipated delays or issues.

3.3 No Guarantees of Engagement Armanet makes no representation or guarantee regarding the volume of engagements, earnings potential, or continued availability of the Marketplace. Creator’s participation is voluntary, and outcomes depend on market dynamics and individual performance.

3.4 Independent Contractor Status Creator acknowledges that they are an independent contractor, not an employee or agent of Armanet or any Advertiser. Creator is solely responsible for their conduct, tax obligations, and compliance with applicable labor laws. Creator is not entitled to employee benefits, insurance, or other protections provided to Armanet employees.

3.5 Communication Protocols Creator agrees to maintain professional and prompt communication with Advertisers, including timely responses to inquiries and adherence to any agreed-upon reporting or feedback requirements.

4. Confidentiality

4.1 Definition of Confidential Information “Confidential Information” includes, but is not limited to, proprietary data, unreleased products, services, marketing strategies, campaign details, technical specifications, and any other non-public information disclosed through the Marketplace by Armanet or Advertisers.

4.2 Obligations Creator agrees to:

• Maintain confidentiality of all Confidential Information and use it solely for the purpose of fulfilling engagements.
• Not disclose Confidential Information to any third party without prior written consent of Armanet or the Advertiser.
• Implement appropriate safeguards to protect Confidential Information from unauthorized access, use, or disclosure.

4.3 Exclusions Confidential Information does not include information that:

• Was publicly available prior to disclosure.
• Becomes publicly available through no fault of Creator.
• Is disclosed by a third party legally entitled to make such disclosure.
• Is independently developed by Creator without reference to Confidential Information.

4.4 Duration of Obligation Creator’s duty to maintain confidentiality survives termination of this Agreement and remains in effect for five (5) years following the Effective Date or the date of disclosure, whichever is later.

4.5 Remedies Breach of confidentiality may result in immediate termination of Creator’s participation in the Marketplace, monetary damages, injunctive relief, or other legal proceedings.

5. Intellectual Property

5.1 Ownership of Pre-Existing IP Creator retains ownership of intellectual property developed independently of any Engagement. Creator warrants that all Deliverables provided are original works or include legally acquired components, and Creator has secured any required third-party permissions or licenses (e.g., for fonts, stock images, or music) before delivery.

5.2 Provisional Review Right (Before Full Payment) Prior to full payment, Advertisers have a limited right to review, test, or evaluate the Deliverables strictly for the purpose of confirming they meet the agreed-upon specifications. No other license or rights are granted at this stage, and Advertisers may not publicly use or distribute the Deliverables.

5.3 License to Advertisers (Upon Full Payment) Upon full payment for the relevant Deliverables, Creator grants Advertisers a worldwide, royalty-free, perpetual, irrevocable, and sublicensable license to use, reproduce, distribute, display, modify, and otherwise exploit the Deliverables as specified in the Engagement terms.

5.4 Assignment of Rights (If Specified) Where the Engagement requires assignment rather than just a license, Creator agrees to assign all right, title, and interest in the Deliverables to the Advertiser upon full payment. Only after payment is received in full does the Advertiser obtain complete ownership and control over the Deliverables.

5.5 Moral Rights Waiver To the extent permissible by law, Creator waives any moral rights in Deliverables provided under this Agreement, allowing Advertisers to modify Deliverables without restriction, provided full payment has been made.

6. Payment and Fees

6.1 Conditional Payment Release Payments for engagements will be processed through a conditional payment system managed by Armanet. Advertiser funds are held in a dedicated account until completion of Deliverables. Payments will be disbursed upon Advertiser’s approval of Deliverables, confirming they meet Engagement terms.

6.2 Partial or Milestone Deliverables If the Engagement involves multiple milestones or partial Deliverables, payment for each milestone may be withheld until the Advertiser approves that milestone, subject to the Dispute Resolution process. This ensures Creators are compensated for work that meets the relevant specifications while maintaining Advertiser confidence.

6.3 Fees Armanet reserves the right to deduct service fees from payments made to Creator. The applicable fee schedule is available on the Marketplace website and may be updated from time to time.

6.4 Tax Obligations Creator is solely responsible for all taxes, withholdings, and reporting obligations related to income received through the Marketplace. Armanet may issue applicable tax forms as required by law. Creator agrees to indemnify Armanet for any tax liabilities arising from Creator’s earnings.

7. Indemnification

Creator agrees to indemnify, defend, and hold harmless Armanet, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to:

1. Creator’s breach of this Agreement.
2. Creator’s negligence, misconduct, or violation of applicable laws.
3. Claims by third parties arising from Deliverables provided by Creator.
4. Creator’s failure to comply with tax obligations or labor laws.
5. Intellectual property infringement or missing third-party permissions related to Deliverables.
6. Data or security breaches resulting from Creator’s negligence that expose Confidential Information or personal data.

8. Limitation of Liability

8.1 Exclusion of Liability To the fullest extent permitted by law, Armanet shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of or related to this Agreement, the Marketplace, or Creator’s participation therein.

8.2 Cap on Liability Armanet’s total liability to Creator for any claims arising under this Agreement is limited to the lesser of $5,000 or the total fees paid to Creator through the Marketplace in the six months preceding the claim.

9. Termination

9.1 Termination Without Cause Either Party may terminate this Agreement with ten (10) days’ written notice. Armanet may suspend or terminate Creator’s access to the Marketplace immediately for cause, including but not limited to:

• Repeated missed deadlines or performance failures.
• Confirmed intellectual property infringement.
• Violations of law or Armanet policies.
• Fraudulent or abusive conduct affecting Armanet or Advertisers.

9.2 Survival The provisions of Sections 4 (Confidentiality), 5 (Intellectual Property), 7 (Indemnification), and 8 (Limitation of Liability) survive termination.

9.3 Ongoing Projects upon Termination If termination occurs during an Engagement, Creator acknowledges that no payment is released until the Advertiser approves completed Deliverables or until the Dispute Resolution process is completed. The Parties agree to make good-faith efforts to finalize or wind down any partial work, or promptly submit the matter to Section 10 (Dispute Resolution).

10. Dispute Resolution

10.1 Informal Resolution If any dispute arises regarding Deliverables, approvals, or payments, Creator and Advertiser shall first attempt to resolve it informally by communicating through the Marketplace portal. They shall have up to seven (7) Business Days to reach a resolution before escalating the dispute to Armanet.

10.2 Escalation to Armanet If the Parties cannot resolve the dispute informally within seven (7) Business Days, either Party may escalate the matter to Armanet. Armanet will review submitted evidence, communications, and Deliverables, and then issue a decision within five (5) Business Days of receiving all necessary materials. Documentation may include, but is not limited to, screenshots, draft deliverables, or statements of work. Failure to provide requested evidence in a timely manner may result in an adverse inference.

10.3 Armanet’s Decision Armanet’s decision is binding for Marketplace-related disputes. Any Party wishing to challenge Armanet’s determination must exhaust this internal process before pursuing formal legal action. Armanet may:

• Require Creator to submit a revised or “make-do” Deliverable if it deems the original incomplete or substandard.
• Authorize payment to Creator if Deliverables substantially meet agreed criteria.
• Uphold Advertiser’s withholding of payment if Deliverables fail to meet agreed criteria.

10.4 Finality and Legal Recourse If a Party remains unsatisfied, that Party may seek legal or equitable remedies after completion of this process. However, the Parties acknowledge that Armanet’s internal resolution is intended to resolve the matter promptly and avoid further disputes.

11. Notices

11.1 Method of Notice All notices or communications required under this Agreement may be provided by:

1. Email to the last known email address of the relevant Party.
2. In-platform messaging within the Marketplace portal.
3. Registered mail or courier to the physical address on file, if applicable.

11.2 Effective Date of Notice Unless otherwise stated, notice is deemed received:

• Immediately upon sending an email or in-platform message.
• 48 hours after dispatch if sent via registered mail or courier.

12. Force Majeure

Neither Party shall be liable for any failure or delay in performance to the extent caused by circumstances beyond their reasonable control, including but not limited to natural disasters, war, civil unrest, terrorism, pandemic-related shutdowns, government orders, or other events that render performance impossible or commercially impracticable (“Force Majeure”). The affected Party shall promptly notify the other and make reasonable efforts to mitigate the effect of such events.

13. Miscellaneous

13.1 Governing Law and Venue This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws provisions. Any dispute arising from or relating to this Agreement not resolved under Section 10 shall be litigated exclusively in the state or federal courts located in Delaware, and the Parties irrevocably consent to the jurisdiction of such courts.

13.2 No Waiver The failure of either Party to enforce any right or provision of this Agreement does not constitute a waiver of future enforcement of that right or provision.

13.3 Severability If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect.

13.4 Entire Agreement This Agreement constitutes the entire understanding between the Parties regarding its subject matter and supersedes all prior negotiations, representations, or agreements.

13.5 Headings Headings are for convenience only and shall not affect the meaning or interpretation of any provision.

Acknowledgment and Acceptance

By clicking “I Agree” or otherwise indicating acceptance, you, the Creator, acknowledge that you have read, understood, and agree to be bound by these Armanet Creator Marketplace Terms & Conditions.