TwoBit Platform — Terms of Service

1. Introduction and Acceptance of Terms

Welcome to TwoBit, a proprietary influencer marketing platform operated by BrandBridg Inc. ("Company," "BrandBridg," "we," "our," or "us"), a Delaware corporation. These Terms of Service ("Agreement" or "Terms") constitute a legally binding contract between you and BrandBridg Inc. governing your access to and use of the TwoBit platform, including its website, web application, mobile application, APIs, proprietary matching algorithm, campaign management tools, digital contract system, content calendar, payment processing features, and all associated services (collectively, the "Platform").

BrandBridg reserves the right to modify these Terms at any time. We will provide notice of material changes through the Platform interface, via email to registered users, or through other reasonable means at least thirty (30) days prior to the changes taking effect, except where immediate changes are required by law. Your continued use of the Platform following the effective date of any modifications constitutes your binding acceptance of the revised Terms.

2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

• "Platform" means the TwoBit web and mobile application, proprietary matching technology, and all associated services operated by BrandBridg Inc.
• "Brand" means any business entity, organization, or individual that registers on the Platform to create and manage influencer marketing campaigns.
• "Creator" means any content creator, influencer, or media personality who registers on the Platform to offer their services for brand collaborations.
• "User" means any individual or entity accessing or using the Platform, including Brands and Creators.
• "Campaign" means a defined influencer marketing initiative created by a Brand on the Platform specifying objectives, deliverables, timelines, and compensation.
• "Match" means a pairing between a Brand and a Creator generated by TwoBit's proprietary algorithm based on compatibility criteria.
• "Partnership Agreement" means the legally binding digital contract executed between a Brand and Creator through the Platform for a specific Campaign.
• "Content" means any text, images, video, audio, or other materials created or submitted by Users on or through the Platform.
• "Proprietary Algorithm" means TwoBit's confidential, proprietary technology used to match Brands with Creators based on undisclosed criteria.
• "Platform Fees" means the fees charged by BrandBridg for access to Platform features and services as set forth in applicable fee schedules.
• "Creator Payments" means compensation transferred from Brands to Creators through the Platform's payment infrastructure.
• "Subscription Plan" means the recurring pricing tier selected by a Brand (Starter, Growth, Pro, or Business) that governs the number of Seats, Active Campaigns, and Partnered Creators permitted on the Platform.
• "Seat" means an authorized user account licensed to access the Platform on behalf of a Brand under the Brand's current Subscription Plan.
• "Active Campaign" means a Campaign that has been transitioned from Draft status to Active status and currently consumes capacity against the Brand's Subscription Plan limit. Draft campaigns do not consume capacity. Completed or archived campaigns release capacity. Campaigns that are reopened from a completed or archived state immediately consume capacity again.
• "Partnered Creator" means a Creator whose Partnership Agreement has been fully executed and whose partnership has been affirmatively approved by the Brand through the Platform, thereby consuming a Partnered Creator seat under the Brand's Subscription Plan. Discovery, saving, shortlisting, or contacting a Creator does not consume a Partnered Creator seat. Archiving a Partnered Creator releases the seat; re-activating that Creator immediately consumes the seat again.
• "Add-On" means a supplemental subscription module purchased by a Brand in addition to its base Subscription Plan to increase capacity for Active Campaigns or Partnered Creators.
• "Usage Capacity" means the aggregate maximum number of Seats, Active Campaigns, and Partnered Creators permitted under a Brand's current Subscription Plan and any purchased Add-Ons.

3. Eligibility

3.1 Age Requirements

You must be at least eighteen (18) years of age to access or use the Platform. By using the Platform, you represent and warrant that you meet this age requirement. If you are accessing the Platform on behalf of a business entity, you represent and warrant that you have the legal authority to bind that entity to these Terms.

3.2 Business Entities

If you register as or on behalf of a corporation, partnership, limited liability company, or other business entity, you represent and warrant that: (i) the entity is duly organized and validly existing under applicable law; (ii) you have full authority to enter into this Agreement on behalf of the entity; and (iii) this Agreement constitutes a valid and binding obligation of the entity.

3.3 Jurisdictional Compliance

The Platform is operated from the United States. Users outside the United States are responsible for compliance with all applicable local laws and regulations. BrandBridg reserves the right to restrict access to the Platform in any jurisdiction at its sole discretion.

4. Account Registration and Security

4.1 Account Creation

To access the Platform's features, you must create an account by providing accurate, current, and complete information as prompted by the registration process. You agree to maintain and promptly update this information to keep it accurate, current, and complete. Inaccurate, incomplete, or outdated information may result in account suspension or termination.

4.2 Account Credentials

You are solely responsible for maintaining the confidentiality of your account credentials, including your username, password, and any authentication tokens. You agree to: (i) never share your credentials with any third party; (ii) immediately notify BrandBridg at support@twobitco.com of any unauthorized access or suspected breach of your account; and (iii) ensure you log out of your account after each session on shared devices.

4.3 Account Responsibility

You are fully responsible for all activities that occur under your account, whether or not authorized by you. BrandBridg shall not be liable for any loss or damage arising from unauthorized use of your account. You may not create multiple accounts, transfer your account to another party, or use another User's account without authorization.

4.4 Account Verification

BrandBridg may, at its discretion, require identity verification, business verification, social media account verification, or other validation before granting full access to Platform features. We reserve the right to reject or suspend any account that does not meet our verification standards.

5. Platform Services

5.1 Proprietary Matching

TwoBit provides a proprietary algorithm-based matching service that connects Brands with Creators it determines may be suitable for collaboration. The matching algorithm considers various factors including but not limited to audience demographics, engagement metrics, content category, brand values alignment, and performance history. BrandBridg makes no representations or warranties that any Match will result in a successful Partnership or that the algorithm will identify the optimal Creator for any given Campaign. The Proprietary Algorithm is a trade secret of BrandBridg and its specific criteria, weighting, and methodology are not disclosed to Users.

5.2 Campaign Management

Brands may create one or more Campaigns within the Platform, specifying campaign objectives, required deliverables, compensation terms, timelines, target audience criteria, and other relevant parameters. BrandBridg provides tools to manage active Campaigns but is not responsible for the strategic direction, creative content, or outcomes of any Campaign.

5.3 Digital Partnership Agreements and Contracting

When a Brand expresses interest in a Creator Match, the Platform will generate a digital Partnership Agreement and transmit it to the relevant Creator. Following transmission, Brands and Creators may engage in negotiation, amendment requests, and back-and-forth communications through the Platform's contract interface prior to execution. Each Party must execute the Partnership Agreement electronically through the Platform by the deadline specified within the contract. Electronic signatures executed through the Platform are legally binding under the Electronic Signatures in Global and National Commerce Act ("E-SIGN Act"), 15 U.S.C. Section 7001 et seq., and applicable state laws. Once fully executed by both Parties, the Partnership Agreement constitutes a separate, binding contract between the Brand and Creator. BrandBridg is not a party to any Partnership Agreement and shall have no obligations or liabilities arising thereunder.

5.4 Partnerships Dashboard

Upon full execution of a Partnership Agreement, a Partnerships page will be activated on the Platform providing both the Brand and Creator with a dedicated workspace to manage the collaboration, track deliverable status, and maintain organized records of the partnership.

5.5 Content Calendar

The Platform provides an integrated content calendar tool enabling Brands and Creators to schedule, plan, and coordinate content creation and publishing timelines. Use of the content calendar is subject to the terms of the applicable Partnership Agreement and this Agreement.

5.6 In-Platform Messaging

BrandBridg provides a secure in-Platform messaging system enabling direct communication between Brands and Creators. All communications transmitted through the Platform messaging system may be stored, monitored for safety and compliance purposes, and are subject to our Privacy Policy. Users must not use the messaging system for any purpose prohibited by this Agreement or applicable law. BrandBridg is not responsible for the content of messages transmitted between Users.

5.7 Platform Modifications

BrandBridg reserves the right to modify, update, suspend, or discontinue any feature, functionality, or aspect of the Platform at any time, with or without notice. We will endeavor to provide reasonable advance notice of material changes where practicable. BrandBridg shall not be liable to any User for any modification, suspension, or discontinuation of the Platform.

5.8 Subscription Plans

Access to the Platform by Brands is governed by the Subscription Plan selected at the time of registration or most recent plan change. The current Subscription Plan tiers and their associated Usage Capacities are as follows:

• Starter — $249 per month: 2 Seats, 3 Active Campaigns, 75 Partnered Creators
• Growth — $599 per month: 5 Seats, 10 Active Campaigns, 300 Partnered Creators
• Pro — $1,199 per month: 10 Seats, 25 Active Campaigns, 1,200 Partnered Creators
• Business — $2,499 per month: 20 Seats, 60 Active Campaigns, 4,000 Partnered Creators

All Subscription Plans are billed monthly in advance unless BrandBridg offers an annual billing option. BrandBridg reserves the right to adjust Subscription Plan pricing, features, and capacity limits upon thirty (30) days' prior written notice to affected Brands. Continued use of the Platform following the effective date of a pricing change constitutes acceptance of the revised pricing.

5.9 Usage Capacity Rules

Usage Capacity is enforced in real time. The following rules govern how each capacity type is measured and consumed:

5.9.1 Active Campaign Capacity

Campaign capacity is concurrency-based. A Campaign consumes one Active Campaign slot only when its status is moved from Draft to Active within the Platform. The following rules apply:

• Draft campaigns do not consume any Active Campaign capacity and may be created without limit.
• A Campaign transitions from Draft to Active upon explicit user action within the Platform (e.g., launching or activating the Campaign). At that moment, one Active Campaign slot is consumed.
• Completing or archiving an Active Campaign returns one Active Campaign slot to available capacity, effective immediately upon the status change.
• Reopening a completed or archived Campaign to Active status immediately consumes one Active Campaign slot again.
• A Brand may not have more Campaigns in Active status simultaneously than permitted by its current Usage Capacity. Attempts to activate a Campaign beyond the permitted limit will be blocked by the Platform until capacity is available or additional capacity is purchased.

5.9.2 Partnered Creator Capacity

Partnered Creator capacity is approval-based. The following rules govern when a Partnered Creator seat is consumed and released:

• A Creator does not consume a Partnered Creator seat by being discovered, saved, shortlisted, messaged, or otherwise engaged through the Platform prior to full partnership execution.
• A Partnered Creator seat is consumed only at the moment when: (i) the Creator has electronically signed the Partnership Agreement through the Platform; and (ii) the Brand has affirmatively approved that signature and confirmed the partnership through the Platform's approval workflow. Both conditions must be satisfied. The Brand retains deliberate control over when a Creator seat is consumed.
• Archiving a Partnered Creator within the Platform releases the associated seat immediately, returning it to available capacity.
• Re-activating an archived Partnered Creator immediately consumes one Partnered Creator seat again.
• A Brand may not have more active Partnered Creators than permitted by its current Usage Capacity. Attempts to approve a partnership beyond the permitted limit will be blocked by the Platform until capacity is available or additional capacity is purchased.

5.9.3 Seat Capacity

Seat capacity governs the number of individual user accounts authorized to access the Platform on behalf of a Brand. Inviting a user to join a Brand account consumes one Seat. Removing a user from the Brand account releases that Seat. Seats are non-transferable and may not be shared among multiple individuals.

5.10 Add-On Services

Brands may purchase Add-Ons to increase Active Campaign or Partnered Creator capacity beyond their base Subscription Plan limits. Add-Ons are available only for the Brand's current Subscription Plan tier and are billed monthly. The following Add-Ons are currently available:

• Starter Plan — Additional Active Campaigns: +2 Active Campaigns for $89/month; Additional Partnered Creators: +50 Partnered Creators for $49/month
• Growth Plan — Additional Active Campaigns: +4 Active Campaigns for $149/month; Additional Partnered Creators: +200 Partnered Creators for $99/month
• Pro Plan — Additional Active Campaigns: +8 Active Campaigns for $249/month; Additional Partnered Creators: +750 Partnered Creators for $199/month
• Business Plan — Additional Active Campaigns: +15 Active Campaigns for $399/month; Additional Partnered Creators: +2,000 Partnered Creators for $349/month

Add-Ons are non-transferable between Subscription Plan tiers. If a Brand upgrades or downgrades its Subscription Plan, existing Add-Ons will be cancelled and re-evaluated against the new plan tier. BrandBridg reserves the right to modify Add-On pricing and availability upon thirty (30) days' prior written notice.

6. Payment Terms

6.1 Platform Fees

Access to certain Platform features may be subject to Platform Fees as set forth in BrandBridg's then-current fee schedule, which is incorporated herein by reference. BrandBridg reserves the right to modify its fee structure upon thirty (30) days' prior written notice to affected Users. Continued use of the Platform following notice of fee changes constitutes acceptance of the revised fees.

6.2 Creator Payments

The Platform facilitates direct compensation payments from Brands to Creators pursuant to executed Partnership Agreements. Brands are solely responsible for funding Creator Payments in the amounts and on the timelines specified in the applicable Partnership Agreement. BrandBridg acts solely as a payment facilitator and is not responsible for the underlying compensation obligations between Brands and Creators.

6.3 Payment Processing

All payments processed through the Platform are handled by third-party payment processors. By using the payment features of the Platform, you agree to comply with the terms and conditions of applicable third-party payment processors. BrandBridg is not responsible for errors, delays, or failures in payment processing attributable to third-party payment processors.

6.4 Taxes

Each User is solely responsible for determining and fulfilling their applicable tax obligations arising from their use of the Platform, including but not limited to income tax, self-employment tax, VAT, GST, or other applicable taxes. BrandBridg may be required by law to collect certain tax information and to issue tax reporting documents to applicable Users and governmental authorities. Users acknowledge they are independent contractors and not employees of BrandBridg.

6.5 Refund Policy

Except as expressly required by applicable law or set forth in a separate written agreement, all Platform Fees are non-refundable. Creator Payments facilitated through the Platform are subject to the terms of the applicable Partnership Agreement between the Brand and Creator. BrandBridg does not guarantee refunds of Creator Payments.

6.6 Disputes

In the event of a payment dispute between a Brand and Creator, the Parties shall attempt to resolve the dispute through direct negotiation. BrandBridg may, but is not obligated to, assist in facilitating resolution of payment disputes. Any unresolved payment disputes between Brands and Creators are subject to the dispute resolution provisions of the applicable Partnership Agreement and this Agreement.

6.7 Plan Upgrades, Limit Enforcement, and Usage Metering

The Platform enforces Usage Capacity limits in real time and provides Brands with continuous visibility into their usage relative to their Subscription Plan limits. The following rules govern limit enforcement and the upgrade process:

6.7.1 Usage Metering and Transparency

Brands have access at all times to a usage dashboard displaying current consumption across all three capacity dimensions: (i) Seats used versus total Seats permitted; (ii) Active Campaigns used versus total Active Campaigns permitted; and (iii) Partnered Creators used versus total Partnered Creators permitted. Usage data is updated in real time as capacity is consumed or released.

6.7.2 Approaching-Limit Warnings

When a Brand's usage reaches or exceeds eighty percent (80%) of any Usage Capacity dimension, the Platform will display a neutral informational notice alerting the Brand that the relevant limit is being approached. This notice is informational only and does not restrict Platform functionality at the 80% threshold.

6.7.3 Limit Enforcement and Blocked Actions

When a Brand's usage reaches one hundred percent (100%) of any Usage Capacity dimension, the Platform will block any action that would cause the Brand to exceed that limit. Blocked actions will be accompanied by a prompt providing the Brand with the option to either: (i) purchase a relevant Add-On to increase capacity within the current Subscription Plan tier, where available; or (ii) upgrade to the next Subscription Plan tier to obtain greater overall capacity. The specific prompt displayed will be determined based on the Brand's usage pattern: if the Brand is marginally over a single limit, the Platform will prompt the relevant Add-On purchase; if the Brand's usage pattern across multiple dimensions or the scale of usage suggests that the current plan tier is no longer appropriate, the Platform will prompt a full plan upgrade.

6.7.4 Plan Upgrades

A Brand may upgrade its Subscription Plan at any time through the Platform's billing settings. Plan upgrades take effect immediately upon payment confirmation. Upon upgrading, the Brand's Usage Capacity will be updated to reflect the new plan tier, and any previously blocked actions will be available immediately. Upgrade fees are charged on a pro-rated basis for the remainder of the current billing cycle.

6.7.5 Plan Downgrades

A Brand may request a downgrade of its Subscription Plan subject to the following conditions: (i) the Brand's current usage across all capacity dimensions must be within the limits of the target lower-tier plan at the time the downgrade takes effect; (ii) BrandBridg will not automatically archive or terminate active resources to effectuate a downgrade; and (iii) the Brand is responsible for reducing its Active Campaigns, Partnered Creators, and Seats to within the lower tier's limits before the downgrade will be processed. Plan downgrades take effect at the end of the current billing cycle. No refunds or credits are issued for unused capacity on the current plan.

7. Intellectual Property

7.1 BrandBridg Intellectual Property

The Platform, including its design, interface, features, functionality, Proprietary Algorithm, trademarks, service marks, trade names, logos, source code, and all associated intellectual property (collectively, "BrandBridg IP"), are and shall remain the exclusive property of BrandBridg Inc. and its licensors. Nothing in these Terms transfers any ownership interest in BrandBridg IP to you. All rights not expressly granted herein are reserved by BrandBridg.

7.2 License to Use the Platform

Subject to your compliance with these Terms, BrandBridg grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform for its intended purposes. This license does not permit you to: (i) copy, modify, or create derivative works of the Platform; (ii) reverse engineer, disassemble, or attempt to derive source code; (iii) sell, resell, or sublicense access to the Platform; or (iv) use the Platform for competitive analysis or to develop competing products.

7.3 User Content License

By submitting, uploading, or transmitting Content through the Platform, you grant BrandBridg a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, display, and distribute such Content for the purposes of operating and improving the Platform, subject to the terms of our Privacy Policy. You retain ownership of your Content, subject to the rights granted herein.

7.4 Content Representations

You represent and warrant that: (i) you own or have all necessary rights, licenses, consents, and permissions to submit Content to the Platform; (ii) your Content does not infringe the intellectual property rights, privacy rights, or other rights of any third party; and (iii) your Content complies with applicable laws and our Acceptable Use Policy.

7.5 DMCA Notice and Takedown

BrandBridg complies with the Digital Millennium Copyright Act (DMCA). If you believe your copyrighted work has been used on the Platform in a manner that constitutes infringement, please submit a DMCA notice to our designated copyright agent at: support@twobitco.com. Your notice must include: (i) identification of the copyrighted work claimed to be infringed; (ii) identification of the infringing material and its location on the Platform; (iii) your contact information; (iv) a statement of good faith belief; and (v) a statement of accuracy under penalty of perjury.

8. Privacy and Data

BrandBridg's collection, use, and sharing of personal information is governed by our Privacy Policy, which is incorporated herein by reference. By using the Platform, you consent to BrandBridg's data practices as described in the Privacy Policy. BrandBridg uses cookies and similar tracking technologies as described in the Privacy Policy.

9. Third-Party Services and Links

The Platform may integrate with, link to, or allow access to third-party services, platforms, or websites, including social media platforms, payment processors, and analytics tools. BrandBridg is not responsible for the content, privacy practices, or terms of any third-party services. Your use of third-party services is at your own risk and subject to the applicable third-party terms and conditions.

10. Disclaimers and Limitation of Warranties

11. Limitation of Liability

12. Indemnification

You agree to indemnify, defend, and hold harmless BrandBridg Inc. and its officers, directors, shareholders, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) your use of the Platform; (ii) your violation of these Terms; (iii) your violation of any applicable law or third-party right, including intellectual property rights or privacy rights; (iv) any Content you submit to the Platform; (v) any Partnership Agreement you enter into through the Platform; or (vi) any dispute between you and another User.

13. Termination

13.1 Termination by You

You may terminate your account at any time by following the account deletion process in your account settings or by contacting support@twobitco.com. Termination of your account does not relieve you of any obligations incurred prior to termination, including outstanding payment obligations.

13.2 Termination by BrandBridg

BrandBridg reserves the right to suspend or terminate your account and access to the Platform at any time, with or without cause, and with or without notice. Grounds for termination include but are not limited to: violation of these Terms, violation of our Acceptable Use Policy, fraudulent or deceptive conduct, non-payment of fees, or actions harmful to other Users or the Platform.

13.3 Effect of Termination

Upon termination: (i) your license to use the Platform immediately ceases; (ii) BrandBridg may delete your account data in accordance with the Privacy Policy; (iii) you remain liable for all obligations incurred prior to termination; and (iv) Sections 7, 10, 11, 12, 14, 15, and 16 shall survive termination.

14. Dispute Resolution and Arbitration

14.1 Informal Resolution

Before initiating formal dispute resolution, you agree to contact BrandBridg at support@twobitco.com and attempt to resolve any dispute informally for a period of thirty (30) days.

14.2 Binding Arbitration

14.3 Class Action Waiver

14.4 Governing Law

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

15. General Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy and Acceptable Use Policy, constitute the entire agreement between you and BrandBridg with respect to the Platform and supersede all prior agreements.

15.2 Severability

If any provision of these Terms is found to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

15.3 Waiver

BrandBridg's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

15.4 Assignment

You may not assign these Terms or any rights hereunder without BrandBridg's prior written consent. BrandBridg may freely assign these Terms without restriction.

15.5 Force Majeure

BrandBridg shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, pandemics, government actions, or failures of third-party infrastructure.

16. Contact Information

For questions regarding these Terms of Service, please contact us:

• BrandBridg Inc. — Legal Department
• Email: support@twobitco.com
• Website: www.twobitco.com
• For reporting violations, please contact: operations@twobitco.com