Terms of Service / Allgemeine Geschäftsbedingungen (AGB)

1. Acceptance & Scope (§ 305 BGB)

These General Terms and Conditions ("Terms" or "AGB") govern the contractual relationship between LMB Marketing UG (haftungsbeschränkt), handelnd unter dem Namen ClipReach ("ClipReach", "we", "us") and any person or entity ("User", "you") who accesses or uses the ClipReach platform at clipreach.io ("Platform").

By registering an account or otherwise using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use the Platform.

Pursuant to § 305(2) BGB, these Terms are made available to you before the conclusion of the contract and are accessible at any time on this page. Conflicting or deviating terms of Users are not accepted unless we expressly agree to them in writing.

Your use of the Platform is also subject to our Privacy Policy (Datenschutzerklärung), available at /privacy, and our Imprint (Impressum), available at /imprint.

2. Description of Service

ClipReach is an intermediary platform that connects brands ("Brand Users") with content creators ("Creator Users"). The Platform facilitates the following:

• Brands create promotional campaigns and set cost per view rates.
• Creators post short-form video content on TikTok, Instagram, YouTube, or other supported platforms ("Social Platforms") and submit links to the Platform.
• Views on submitted content are independently verified via a third-party service (currently Bright Data).
• Creators earn a share of the rate for each verified organic view their content generates.

ClipReach acts solely as an intermediary and marketplace. We do not employ Creators, nor do we guarantee any minimum earnings or campaign availability.

3. User Accounts

To access the Platform's features, you must create an account. By creating an account, you agree to:

• Provide accurate, complete, and up-to-date information during registration and keep it current.
• Maintain the confidentiality of your account credentials and be solely responsible for all activities that occur under your account.
• Notify us immediately at [email protected] of any unauthorized use of your account.
• Hold only one (1) account on the Platform per natural or legal person.

Minimum Age: The Platform may only be used by individuals who are at least 16 years of age. This threshold reflects the minimum age for digital service consent under German law implementing GDPR Art. 8 (§ 8 BDSG). Users who are at least 16 but under 18 years of age must obtain the consent of their parent or legal guardian prior to registration. By registering, you confirm that either (a) you are 18 years of age or older, or (b) you are at least 16 years of age and have obtained parental or guardian consent.

We reserve the right to verify identity and age where required and to suspend accounts that we reasonably suspect are held in violation of these requirements.

4. Independent Contractor Relationship

Creators who use the Platform are independent contractors and are NOT employees, workers, or agents of ClipReach. Nothing in these Terms creates an employment, agency, joint venture, or partnership relationship between ClipReach and any Creator or between any Brand and any Creator.

• Discretion: Creators have complete and sole discretion over which campaigns to accept or reject. ClipReach does not obligate Creators to participate in any campaign.
• Non-exclusivity: Creators are free to use other platforms, services, and marketplaces simultaneously. There is no exclusivity obligation.
• Manner of work: ClipReach does not control, direct, or supervise the manner, method, means, or time at which Creators produce content. Creators determine their own creative approach, subject only to campaign briefs and these Terms.
• Assistants & subcontractors: Creators may engage assistants or subcontractors to assist with content production, provided the Creator remains responsible for compliance with these Terms and applicable law.
• Tax & social security (Sozialversicherung): Creators are solely responsible for their own income tax, trade tax (Gewerbesteuer), value added tax (Umsatzsteuer), and social security contributions (Sozialversicherungsbeiträge) in their respective jurisdiction. ClipReach does not withhold or remit any such amounts on behalf of Creators (except where required by law under § 50a EStG — see Section 9).
• No labor law protections: As independent contractors, Creators are not entitled to employment-law protections such as minimum wage, paid leave, or unfair dismissal rights in relation to ClipReach.

These provisions are intended to accurately reflect the nature of the relationship and to provide a clear defense against claims of Scheinselbständigkeit (bogus self-employment) under German law. If any competent authority determines that a Creator is an employee of ClipReach contrary to the intent of these Terms, ClipReach reserves the right to terminate the relevant relationship with immediate effect.

5. Creator Terms

In addition to the general terms applicable to all Users, Creator Users agree to the following:

5.1 Content & Rights

• You may only submit content that you have created and for which you hold all necessary rights, including rights to any music, visuals, trademarks, or third-party materials included therein.
• Submitting content to the Platform does not transfer ownership of your content to ClipReach. You retain all intellectual property rights in your content.
• By submitting content, you grant ClipReach a non-exclusive, worldwide, royalty-free license to display, reference, and use submission metadata (e.g., view counts, submission status, links to publicly available content on Social Platforms) solely for the purpose of operating the Platform. This license does not extend to the content itself, which continues to reside on the relevant Social Platform under that platform's terms.

5.2 Campaign Compliance

• Follow all campaign requirements and brand guidelines.
• You must clearly and prominently disclose that your content is sponsored or part of a commercial partnership, as required by applicable law (insbesondere § 5a UWG, § 6 Abs. 1 Digitale-Dienste-Gesetz (DDG), Medienstaatsvertrag, and applicable platform guidelines — "Kennzeichnungspflicht"). This disclosure obligation exists independently of these Terms.
• Maintain only one account per Social Media platform.

5.3 Prohibited Creator Conduct

• View manipulation of any kind, including purchasing views, using bots, or coordinating artificial engagement.
• Submitting content you do not own or have rights to use commercially.
• Creating multiple accounts to circumvent any restrictions.

6. Advertising Disclosure / Kennzeichnungspflicht

All content published by Creators in connection with a ClipReach campaign constitutes advertising ("Werbung") within the meaning of German law, in particular § 5a Abs. 4 UWG, § 22 Medienstaatsvertrag (MStV), and § 6 Abs. 1 Digitale-Dienste-Gesetz (DDG). Creators are legally obligated to disclose the commercial nature of such content, and ClipReach requires compliance with the following rules as a condition of payment.

• Mandatory label: Every piece of campaign content must be labeled "Werbung" or "Anzeige" (or an equivalent unambiguous term in the language of the target audience) at the beginning of the post, visible without scrolling, swiping, expanding, or any other interaction.
• Insufficient labels: Hashtags such as #ad, #sponsored, #collab, or labels embedded within a list of other hashtags (a "hashtag cloud") do NOT satisfy the disclosure requirement for German-speaking audiences under current case law.
• Platform tools: Where the Social Platform provides a native paid-partnership or branded-content tool (e.g., Instagram "Paid Partnership" label), Creators should use it IN ADDITION to — and not instead of — a prominent text label.
• Withholding of payment: ClipReach reserves the right to withhold payment for any submission that does not comply with these disclosure requirements.
• Rejection of submissions: ClipReach may reject submissions that lack proper disclosure labeling. Rejected submissions do not count toward earnings.
• Indemnity: Creators indemnify and hold ClipReach harmless against any claims, fines, regulatory proceedings, or third-party demands arising from the Creator's failure to comply with applicable advertising disclosure obligations.
• Repeated violations: Repeated failure to comply with disclosure requirements will result in account suspension and may result in permanent termination of the Creator's account.

Legal references: § 5a Abs. 4 UWG; § 22 MStV; § 6 Abs. 1 DDG.

7. Brand Terms

In addition to the general terms applicable to all Users, Brand Users agree to the following:

• Campaign creation requires accurate and complete information about the brand, product, and campaign requirements.
• A campaign budget commitment becomes binding once a campaign is set to active status on the Platform. Funds committed to an active campaign may not be unilaterally reclaimed except as expressly provided in these Terms.
• Per-view rates are set exclusively by the Brand User at campaign creation.
• Brands are charged only for views that have been independently verified as genuine and organic.
• ClipReach acts as an intermediary marketplace. The relationship between a Brand and a Creator is not an employment, agency, or work-for-hire relationship. ClipReach is not a party to any agreement between Brands and Creators beyond facilitating the Platform.
• Brands retain all intellectual property rights in their campaign materials (briefs, logos, brand guidelines). By submitting campaign materials, Brands grant ClipReach a limited, non-exclusive license to display such materials to Creators on the Platform for campaign purposes only.

8. Payments & Earnings

8.1 Earnings Calculation

Creator earnings are calculated as follows: each campaign has a per-view rate set by ClipReach. The Creator's share of this rate is determined per campaign and displayed before submission. ClipReach retains the remainder as a platform fee. All amounts are denominated in US Dollar ($).

Example (illustrative only): If a campaign's creator rate is $0.0014 per view and 10,000 views are verified, the Creator earns $14.00.

8.2 Minimum Payout

The minimum payout threshold is $30.00. Earnings below this threshold will accumulate until the threshold is reached.

8.3 Payout Processing & Payment Provider

Payouts are processed within 5 business days of a Creator's withdrawal request, provided the account is verified and in good standing. ClipReach is not responsible for delays caused by third-party payment processors.

All payments on the Platform are processed by Stripe, a licensed EU e-money institution regulated by De Nederlandsche Bank (DNB). Brand payments are received by Stripe; Creator payouts are disbursed by Stripe. ClipReach provides payment instructions to Stripe based on verified view counts but does NOT hold, custody, or transfer user funds in its own name. ClipReach is accordingly not a payment institution or e-money institution within the meaning of the German Payment Services Supervision Act (Zahlungsdiensteaufsichtsgesetz — ZAG).

8.4 Fraud Hold

ClipReach reserves the right to place a temporary hold on payout processing for up to 30 calendar days if there is a reasonable suspicion of fraudulent activity or policy violation. We will notify the Creator of any such hold. If the investigation concludes with no finding of fraud, the held amount will be released. If fraud is confirmed, earnings from fraudulent activity are forfeited.

9. Tax Obligations

9.A Creator Tax Responsibility

Creators are solely responsible for determining, reporting, and paying any taxes, duties, or levies applicable to their earnings in their jurisdiction. ClipReach does not provide tax advice. Creator income from ClipReach may constitute taxable income (Einkünfte aus Gewerbebetrieb or Einkünfte aus selbständiger Arbeit). Creators should seek independent tax advice to determine whether they are required to file a Gewerbeanmeldung (trade registration), charge VAT (Umsatzsteuer), or comply with any other trade or tax formality.

9.B DAC7 / PStTG Reporting

ClipReach is a "Plattformbetreiber" within the meaning of the German Platform Tax Transparency Act (Plattformen-Steuertransparenzgesetz — PStTG), which implements EU Directive 2021/514 (DAC7). ClipReach is accordingly obligated to report Creator income and identifying information to the German Federal Central Tax Office (Bundeszentralamt für Steuern — BZSt) on an annual basis.

For this purpose, Creators must provide the following information upon registration and keep it up to date:

• Full legal name
• Primary residential or registered address
• Date of birth (natural persons) or date of incorporation (legal entities)
• Tax Identification Number (Steueridentifikationsnummer / TIN) issued by their country of tax residence
• Financial account identifier (e.g., IBAN or equivalent)

Creators who fail to provide or update required information after two written reminders from ClipReach will have their accounts suspended until the information is provided. Reports are submitted annually to the BZSt by 31 January of the following calendar year.

9.C Withholding Tax (§ 50a EStG)

For Creators who are not tax residents of Germany, ClipReach may be required to withhold tax at a rate of 15.825% (15% plus 5.5% solidarity surcharge) on gross payments pursuant to § 50a Einkommensteuergesetz (EStG).

• Creators may apply for an exemption certificate (Freistellungsbescheinigung) from the BZSt where a double taxation treaty between Germany and their country of residence provides for reduced or zero withholding. A valid exemption certificate must be submitted to ClipReach before payment to avoid withholding.
• Individual payouts below EUR 250 may be exempt from withholding pursuant to applicable de minimis thresholds.
• ClipReach will provide withholding tax certificates (Steuerbescheinigungen) to affected Creators upon written request.

10. View Verification & Fraud Prevention

View verification is carried out by an independent third-party service (currently Bright Data). Only organic, genuine views that pass verification are counted toward Creator earnings or Brand billing. ClipReach and its verification provider use automated systems with risk scoring to detect fraudulent activity, including but not limited to bot traffic, VPN manipulation, and coordinated inauthentic behavior.

Confirmed fraudulent activity will result in immediate account suspension and forfeiture of earnings associated with fraudulent views.

Creators who believe a verification result is incorrect may submit a written dispute to [email protected] within 14 calendar days of the relevant verification result being made available in their account dashboard. We will review and respond to disputes within 14 business days.

11. Prohibited Activities

All Users are strictly prohibited from:

• Using bots, scripts, automated tools, or any artificial means to inflate view counts, engagement, or any other metric.
• Creating or maintaining multiple accounts in circumvention of these Terms or to evade restrictions.
• Uploading, submitting, or promoting content that infringes any third party's intellectual property rights.
• Engaging in harassment, abuse, or posting content that is illegal, harmful, discriminatory, or violates applicable law or platform community guidelines.
• Attempting to reverse engineer, decompile, disassemble, or otherwise access the source code or underlying systems of the Platform.
• Circumventing, disabling, or tampering with fraud detection or security measures of the Platform.
• Providing false or misleading information to ClipReach or to other Users.

12. Right of Withdrawal / Widerrufsbelehrung

The following statutory notice applies to consumers ("Verbraucher" within the meaning of § 13 BGB) entering into distance contracts with ClipReach pursuant to §§ 312c, 312g, 355 BGB. It is provided in German as required by law, followed by a non-binding English translation.

Note: Refunds under the withdrawal right will be processed through our payment service provider Stripe using the original payment method.

13. Intellectual Property

All intellectual property rights in the Platform itself — including but not limited to software, design, text, trademarks, logos, and database rights — belong to ClipReach or its licensors. Nothing in these Terms grants you any rights in the Platform's intellectual property beyond the limited right to use the Platform in accordance with these Terms.

Creators retain all intellectual property rights in their submitted content. The limited license granted to ClipReach in Section 5.1 (Content & Rights) above does not constitute a transfer of ownership.

Brands retain all intellectual property rights in their campaign materials. The limited license granted to ClipReach in Section 7 above does not constitute a transfer of ownership.

14. Limitation of Liability

The following limitations of liability apply in accordance with mandatory German law (§§ 307, 309 Nr. 7 BGB):

• Unlimited liability: ClipReach is fully liable without limitation for damages arising from intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit), and for damages resulting from injury to life, body, or health.
• Cardinal obligations (leichte Fahrlässigkeit): For slight negligence in the breach of obligations whose fulfillment is essential to the proper performance of the contract and on whose compliance a User may regularly rely ("wesentliche Vertragspflichten" / cardinal obligations), ClipReach's liability is limited to foreseeable, contract-typical damages. In such cases, liability is further capped at the total amounts paid to or earned through the Platform by the respective User in the 12 months preceding the event giving rise to the claim.
• Non-cardinal obligations (leichte Fahrlässigkeit): Liability for slight negligence in the breach of non-cardinal obligations is excluded.
• Product liability: Liability under the German Product Liability Act (Produkthaftungsgesetz) remains unlimited and unaffected by the foregoing.

The above limitations apply equally to the personal liability of ClipReach's legal representatives, employees, and agents.

15. Termination

Either party may terminate the contractual relationship by giving 14 days' written notice. Notice may be given by e-mail to [email protected] (by the User) or to the e-mail address on file for the relevant account (by ClipReach).

ClipReach may terminate the contractual relationship with immediate effect in the event of a material breach of these Terms, including but not limited to fraud, view manipulation, or repeated policy violations. Where legally required, we will provide prior notice and an opportunity to remedy the breach.

Upon termination:

• Pending verified Creator earnings that meet the minimum payout threshold will be paid out in accordance with standard payout procedures.
• Earnings that are subject to an active fraud investigation at the time of termination may be withheld and, if fraud is confirmed, forfeited.
• Account data will be retained for the periods required by applicable law (including §§ 147 AO, 257 HGB for financial records) and deleted thereafter.

16. Digital Services Act Compliance

ClipReach operates as an online intermediary within the meaning of Regulation (EU) 2022/2065 (Digital Services Act — DSA). The following provisions apply:

• Illegal content reporting: Users may report illegal content hosted on or linked through the Platform by e-mailing [email protected] with the subject line "DSA Report". ClipReach will review all reports and take appropriate action in accordance with applicable law.
• Statement of reasons: Where ClipReach removes content, restricts an account, or takes any other content moderation action, it will provide the affected User with a clear statement of reasons (Begründung) for the action, to the extent required by the DSA.
• DSA contact point: [email protected]. Digital Services Coordinator for Germany: Bundesnetzagentur.

17. Platform Transparency (EU Regulation 2019/1150)

The following disclosures are made in compliance with Regulation (EU) 2019/1150 on promoting fairness and transparency for business users of online intermediation services ("P2B Regulation").

• Ranking: Campaigns are displayed to Creators based on creation date (newest first), rate, and relevance to the Creator's profile. ClipReach does not offer paid ranking or preferential positioning to Brand Users.
• Complaint handling: Creators may submit complaints regarding account restrictions, content removal, or payment disputes by e-mail to [email protected] with the subject line "P2B Complaint". ClipReach will acknowledge receipt within 5 business days and provide a substantive response within 15 business days.
• Mediation: For disputes that cannot be resolved through the internal complaint process, Creators may seek mediation through the Centre for Effective Dispute Resolution (CEDR) or another mediator agreed between the parties. ClipReach will engage in good faith in any such mediation process.
• Data access: Creators can request a copy of all personal data and campaign performance data that ClipReach holds about them by contacting [email protected].

18. Governing Law & Jurisdiction

These Terms are governed by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

For Users who are consumers ("Verbraucher" under § 13 BGB) residing in a member state of the European Union, the mandatory consumer protection provisions of the law of their country of habitual residence remain applicable and take precedence in accordance with Art. 6 of Regulation (EC) No 593/2008 (Rome I).

For Users who are not consumers (i.e., businesses acting in the exercise of their commercial or professional activity), the exclusive place of jurisdiction for any disputes arising from or in connection with these Terms is Germany, to the extent permitted by law.

19. Consumer Dispute Resolution (§ 36 VSBG)

ClipReach is neither willing nor obligated to participate in dispute resolution proceedings before a consumer arbitration board (Verbraucherschlichtungsstelle) within the meaning of the German Consumer Dispute Resolution Act (VSBG).

20. Severability

If any provision of these Terms is or becomes invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the economic intent of the original provision. This applies equally to any gaps in these Terms that require supplementation.

21. Changes to Terms

We reserve the right to amend these Terms. For material changes, we will provide at least 30 days' notice via e-mail to the address registered with your account, clearly indicating the nature of the changes. The revised Terms will take effect at the end of the notice period.

If you do not object to the changes within the notice period and continue to use the Platform after the revised Terms come into effect, your continued use will constitute acceptance of the amended Terms. We will inform you of this consequence in the notification of the change.

If you object to the changes, you may terminate your account in accordance with Section 15 before the new Terms come into effect.

22. Contact

For questions about these Terms, legal notices, or to exercise your rights, please contact us at:

Digital Services Act (DSA) contact point: [email protected] (Digital Services Coordinator for Germany: Bundesnetzagentur). Users may report illegal content via this address. ClipReach will review reports and provide a statement of reasons (Begründung) for any content moderation action taken.