Terms of Use
Version 1.1 · Effective date of this version: June 26, 2026
These Terms of Use ("Terms") are between you and Alun Creative LLC, a Florida limited liability company d/b/a Hypear ("Hypear," "we," "us," "our"). By creating an account, accepting these Terms online, or otherwise accessing or using the Hypear platform (the "Platform"), you accept these Terms. If you do not agree, do not access or use the Platform.
How these Terms are organized
These Terms have three parts, plus the per-project agreement you sign separately:
- Part I — General Terms applies to everyone who uses the Platform, whether you act as a Brand, as a Creator, or both.
- Part II — Brand Terms binds you when and to the extent you use the Platform as a Brand (a person or entity seeking AI-assisted creative work).
- Part III — Creator Terms binds you when and to the extent you use the Platform as a Creator (an independent professional who produces AI-assisted creative work).
- If you act in both roles, both Part II and Part III bind you in the role to which each applies.
Projects are governed by the parties' own agreement. Each project you transact through the Platform is an Engagement (defined in Section 8) between a Brand and a Creator. The Brand and Creator contract directly with each other on the terms they themselves agree, including in a written agreement they prepare and sign with each other. Hypear is not a party to any Engagement and provides no contract, form, or template for it. These Terms govern your relationship with Hypear; an Engagement governs the Brand–Creator relationship for that project, except for the limited matters these Terms address directly — including the assignment of intellectual property in Deliverables on release of payment (Section 8A), the Platform Fee, escrow, and the no-circumvention obligations.
Order of precedence. For the relationship these Terms govern (Brand↔Hypear and Creator↔Hypear): these Terms control over any conflicting term in an Engagement. As between a Brand and a Creator, the parties' own agreement controls their relationship for that project, except for the matters these Terms address directly (including Section 8A). Within these Terms, a role-specific term in Part II or Part III controls over a conflicting general term in Part I as to that role. Where a defined term, policy, or document is incorporated by reference, these Terms control over a conflict in the incorporated item unless the incorporated item expressly states otherwise.
Defined terms used throughout these Terms — including "Brand," "Creator," "Hypear," "Platform," "Engagement," "Project Price," "Platform Fee," "Creator Net," "Deliverable," "Confidential Information," and "Losses" — have the meanings given where they first appear and are used consistently across all three Parts.
PART I — GENERAL TERMS (all users)
1. About Hypear & these Terms
1.1 Operating entity. The Platform is operated by Alun Creative LLC, a Florida limited liability company doing business as Hypear. "Hypear AI" and "Hypear" refer to the same operating entity, Alun Creative LLC. The Platform includes hypear.ai and any related websites, applications, tools, and services.
1.2 What these Terms cover. These Terms govern your access to and use of the Platform, including discovery and connection between Brands and Creators, messaging, video meetings, the AI Agent, contract storage, and payment/escrow facilitation.
1.3 The three-part structure. As described above, Part I applies to all users; Part II applies to you as a Brand; Part III applies to you as a Creator.
1.4 The Engagement is separate. Each project is an Engagement (Section 8) entered into directly between the Brand and the Creator on terms they agree between themselves. Hypear is not a party to any Engagement and provides no contract, form, or template for it. These Terms do not govern the Brand–Creator relationship; the Engagement does, except for the matters these Terms address directly (including Section 8A).
1.5 Acceptance. By creating an account, checking the acceptance box and selecting "Agree & continue" (or any equivalent affirmative action), or otherwise using the Platform, you accept these Terms and the Privacy Policy incorporated by reference (Section 16). Your acceptance is effective and binding as described in Section 19.
2. What Hypear is and is not
2.1 Hypear is a technology platform that helps Brands discover and connect with independent Creators who produce AI-assisted marketing and creative content, and provides supporting tools (messaging, video meetings, the AI Agent, storage of an agreement the parties sign with each other, and payment/escrow facilitation).
2.2 Hypear is not a party to any Engagement between a Brand and a Creator. Hypear is not the author, producer, agency, employer, agent, partner, or service provider of any Deliverable; does not create, review, approve, edit, or curate any Deliverable; does not take title to or possession of any work product; and is not the representative of any Brand or Creator. Each project is a direct contract between the Brand and the Creator. Hypear does not draft, supply, provide, review, approve, comment on, vouch for, or endorse any agreement, form, or template that a Brand and a Creator use for an Engagement; the parties are solely responsible for their own agreement and its contents (Section 8B).
2.3 In connection with payments, Hypear acts only as a limited payment-collection agent and escrow administrator, through a licensed third-party payment processor, as described in Section 8 and Parts II and III. Acting in that limited capacity does not make Hypear a party to any Engagement, the seller or reseller of any Deliverable, a bank, a money-services business, or otherwise responsible for any user's performance.
3. Eligibility & accounts
3.1 Age and capacity. You must be at least 18 years old and legally capable of entering into a binding contract to use the Platform. This requirement applies to all users, whether you act as a Brand or as a Creator. By using the Platform you represent that you meet this requirement.
3.2 Authority to bind an entity. If you accept these Terms or use the Platform on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" refers to that entity. The Platform is for business use; you accept and act in a representative capacity, not individually (Section 19).
3.3 Account security. You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. Notify us immediately at support@hypear.ai if you suspect unauthorized access.
3.4 Accurate information. You must provide accurate, current, and complete information when you register and keep it up to date.
4. Acceptable use & prohibited conduct
4.1 This Section is the Platform's acceptable-use policy ("AUP"). You agree not to do, attempt, or enable any of the following, and not to permit anyone using your account to do so. You may not:
(a) use the Platform for any unlawful purpose or in violation of any applicable law, regulation, or third-party right;
(b) upload, post, transmit, or distribute content that is infringing, harmful, defamatory, obscene, hateful, deceptive, or otherwise unlawful, or that you do not have the rights to provide;
(c) misrepresent your identity, credentials, qualifications, affiliation, or authority, or impersonate any person or entity;
(d) scrape, crawl, harvest, index, or collect data or content from the Platform, or access the Platform through bots or other automated means, except as we expressly authorize in writing;
(e) circumvent, disable, or interfere with any access controls, authentication, rate-limiting, security, or usage-monitoring mechanism, or probe, scan, or test the vulnerability of the Platform or any related system or network;
(f) introduce or transmit any virus, malware, or other harmful or malicious code, or otherwise interfere with or disrupt the Platform's infrastructure, integrity, or security;
(g) fabricate engagement, reviews, endorsements, testimonials, metrics, or credentials, or present AI-generated material as human-authored work, or human-authored work as another person's, in a way that is false or misleading;
(h) copy, modify, adapt, translate, reverse engineer, decompile, or create derivative works from the Platform, or use the Platform or any data, content, templates, or know-how obtained through it to build, train, or operate a product or service that is competitive with or derivative of the Platform;
(i) harass, threaten, abuse, defame, or stalk any user or any Hypear personnel, or behave unprofessionally toward Brands, Creators, or other users in Platform communications; or
(j) circumvent the Platform to transact off-platform in breach of the no-circumvention obligations in Section B8 (Brands) or Section C7 (Creators).
4.2 We may investigate suspected violations of this Section and cooperate with law-enforcement authorities. Violation of this Section is a material breach of these Terms and grounds for suspension or termination under Section 13.
5. Your content & platform IP
5.1 Your uploaded content. You retain ownership of all original content you upload to the Platform, including portfolio items, samples, profile information, project materials, and messages ("User Content"). By uploading User Content you grant Hypear a non-exclusive, worldwide, royalty-free license to host, display, reproduce, transmit, and adapt your User Content solely as necessary to operate, maintain, secure, and improve the Platform and to provide the services to you. This license ends when you remove the User Content or delete your account, subject to Section 16 (retention and backups).
5.2 AI-assisted portfolio content. If your User Content includes work created with the assistance of AI tools, you represent that (a) you or your organization own or are licensed to use the resulting outputs; (b) uploading and displaying that work does not infringe any third-party right; and (c) you understand that intellectual-property rights in AI-generated outputs may be unsettled in some jurisdictions, and Hypear disclaims all liability for IP disputes arising from AI-assisted User Content you post.
5.3 Hypear IP. The Platform software, design, user interfaces, templates, documentation, the Hypear name and marks, and all Hypear-generated content are owned by Alun Creative LLC (or its licensors) and protected by copyright, trademark, trade-secret, and other laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its intended purpose while these Terms are in effect. You may not copy, modify, distribute, or create derivative works from the Platform except as expressly permitted (and subject to Section 4.1(h)). All rights not expressly granted are reserved.
5.4 Scope of this Section. This Section governs User Content you upload to the Platform (such as portfolio and profile content). Intellectual property in project Deliverables is governed by Section 8A and by Part II (Section B6) and Part III (Section C3), not by this Section.
6. AI features & the Agent
6.1 Hypear provides an AI-powered assistant (the "Agent") to help users build profiles and portfolio content and to support Platform features. By using the Agent you acknowledge and agree that:
(a) your conversations with the Agent are transmitted to and processed by OpenAI, LLC under OpenAI's API usage policies, and Hypear is not responsible for OpenAI's data handling beyond Hypear's contractual obligations as an API customer;
(b) the Agent extracts structured facts ("memories") from your conversations and stores them in our database to personalize future sessions, which may include information about your skills, preferences, and professional background;
(c) you may request deletion of your AI memories at any time by contacting support@hypear.ai; and
(d) Agent outputs are suggestions only, and Hypear does not warrant the accuracy, completeness, or fitness of any Agent-generated content for any particular purpose.
7. Meetings & transcription
7.1 The Platform lets a Brand and a Creator schedule a video meeting from within a conversation by pasting a third-party meeting link (such as Zoom, Google Meet, or Microsoft Teams). When a meeting is scheduled, Hypear may dispatch an automated participant — clearly named "Hypear Bot" and visible in the meeting's participant list — that joins the call and generates a written transcript. By scheduling or joining such a meeting you acknowledge and agree that:
(a) before the call opens, every participant is shown a consent screen describing the bot and the transcription and must affirmatively agree before proceeding; you should not join a transcribed meeting if you do not consent, and should not invite third parties without first informing them that it will be transcribed;
(b) Hypear retains the text transcript only — the underlying audio and video is deleted after the transcript is captured and is not stored;
(c) the transcript is used internally by Hypear to improve matching and to operate and improve the Platform; it is not shown to the other party in your conversation and is not displayed back to you in the Platform; and
(d) recording or transcribing a conversation may be regulated where you or other participants are located, including jurisdictions that require all parties to consent, and you are responsible for ensuring everyone you invite is aware of and consents to the transcription.
7.2 How we store and process meeting transcripts, and the third-party transcription provider we use, are described in our Privacy Policy. You can decline transcription for any meeting by not agreeing to the consent screen; the meeting itself proceeds normally without the bot.
8. The marketplace — projects, Engagements, Platform Fee, escrow & acceptance
8.1 How a project works; the Engagement. A Brand submits a brief; Hypear may introduce one or more Creators. The Brand and Creator communicate through the Platform and, if they decide to work together, enter into an "Engagement" directly with each other. An "Engagement" is the project arrangement between a Brand and a Creator, formed for purposes of the Platform when the Brand funds the agreed amount into escrow for that project under this Section. Before funding, the Creator uploads to the Platform the agreement the parties have signed with each other for the project (Section 8B); a signed agreement on file is required before escrow can be funded. The Creator then states the price for the project (the "Project Price") — the amount the Brand pays in full; the Brand agrees and funds the Project Price into escrow; the Platform Fee is deducted from the Project Price (Section 8.3); and the net amount — the Project Price less the Platform Fee (the "Creator Net") — releases to the Creator on Brand approval. A "Deliverable" means the work product a Creator agrees to provide to a Brand for an Engagement. The Brand pays the Project Price; the Creator receives the Creator Net.
8.2 Hypear is a facilitator, not a party. Hypear is not a party to any Engagement. Hypear participates only as a technology facilitator and to administer escrow through a licensed payment processor. Hypear is not the author, producer, agency, employer, agent, or guarantor of any Deliverable and takes no title to or possession of any work product, except for the limited assignment-conduit role described in Section 8A. Hypear's role as to the parties' own agreement is governed by Section 8B.
8A. Intellectual property in Deliverables — assignment on release of payment
8A.1 Assignment on payment. Effective automatically upon release of the Project Price for a Deliverable from escrow to the Creator, and as a term of these Terms that applies regardless of what the parties' own Engagement agreement says, the Creator hereby assigns, and will be deemed to have assigned, to the Brand all of the Creator's right, title, and interest, throughout the world and for the full duration of such rights, in and to the human-authored elements of that Deliverable as delivered to the Brand for that project, including all copyrights and, to the extent assignable, moral rights in those elements (the "Assigned IP"). This is a present assignment that takes effect at the moment of release of payment for that Deliverable, requires no further act by either party, and is in addition to any assignment or license in the parties' own agreement. The Creator will, at the Brand's reasonable request and expense, sign confirmatory assignments and take other reasonable acts to perfect or record the Brand's title in the Assigned IP.
8A.2 Pre-existing and third-party material; license-back. The assignment in Section 8A.1 does not include, and the Brand acquires no ownership of: (a) the Creator's pre-existing intellectual property and general methods, prompts, tools, and reusable frameworks not specific to the Brand ("Retained Materials"); or (b) any third-party or separately licensed material (including stock, fonts, music, software, and AI-tool outputs licensed from a provider) incorporated in a Deliverable ("Licensed Assets"). To the extent any Retained Materials or Licensed Assets are embedded in, or are reasonably necessary to use, a Deliverable, the Creator grants (and, for Licensed Assets, passes through to the extent permitted) the Brand a non-exclusive, worldwide, royalty-free, fully paid-up, perpetual, and irrevocable license to use, reproduce, modify, display, distribute, and create derivative works from those materials solely as part of and as necessary to use that Deliverable for the purposes for which it was commissioned, and not as a standalone product apart from the Deliverable.
8A.3 AI-generated output; no warranty of copyrightability. The parties acknowledge that purely AI-generated material may not be protectable by copyright in the United States, because copyright protects human authorship. Section 8A.1 assigns the human-authored elements of a Deliverable and passes through to the Brand whatever rights in the AI-generated portions the Creator actually holds and can transfer, together with all final files. Hypear makes no representation or warranty as to the ownership, originality, validity, or copyrightability of any Deliverable or any element of it. Any such representation, if any, comes from the Creator to the Brand under their own agreement.
8A.4 Creator carve-outs (moral rights / portfolio). To the extent permitted by applicable law and notwithstanding Section 8A.1, the Creator retains the right to display the non-confidential, publicly released Deliverable in the Creator's portfolio and as a work sample to attribute the work to the Creator, unless the parties agree otherwise. Nothing in this Section requires a Brand to publish, attribute, or credit the Creator. Any waiver of moral rights operates only to the extent such rights are waivable under applicable law.
8A.5 Hypear takes no title. Hypear claims no ownership of, and acquires no license to, any Deliverable, Assigned IP, Retained Materials, or Licensed Assets. The assignment in Section 8A.1 runs directly from the Creator to the Brand; Hypear is solely a facilitator of the payment release that triggers it and is not a link in the chain of title.
8B. The Engagement is the parties' own agreement; Hypear's facilitator role
8B.1 The parties supply and sign their own agreement. A Brand and a Creator who decide to work together are responsible for negotiating, preparing, and signing their own written agreement for the Engagement. Hypear provides no contract, statement of work, form, clause, or template for an Engagement and is not responsible for the absence of any term in, or the suitability of, the parties' agreement. The parties should obtain their own legal advice on their agreement.
8B.2 Hypear stores, but does not review. Before escrow can be funded, the agreement the parties have signed with each other is uploaded to the Platform. Hypear stores the uploaded agreement solely as a convenience and as a record that the parties have an agreement in place. Hypear does not draft, review, edit, approve, verify, validate, vouch for, or endorse the uploaded agreement, its contents, its execution, or the authority of any signer, and a signed agreement on file does not mean Hypear has examined or agrees with it. Storing an uploaded agreement does not make Hypear a party to it, a witness to its signing, or responsible for its terms, validity, or enforceability. The uploaded agreement is between the Brand and the Creator only.
8B.3 Hypear is not a party and disclaims liability for the agreement's contents. Hypear is not a party to any Engagement or to the parties' agreement, and assumes no obligation under either. To the maximum extent permitted by applicable law, Hypear disclaims all liability arising out of or relating to the negotiation, contents, completeness, accuracy, execution, performance, breach, validity, or enforceability of the parties' agreement, and any dispute about it is between the Brand and the Creator. Nothing in this Section limits the rights these Terms grant the Brand directly, including the assignment of intellectual property in Section 8A.
8C. Platform Fee, escrow & acceptance
8.3 Platform Fee. Hypear charges a Platform Fee for use of the Platform's facilitation and payment services. The Platform Fee is 13% of the Project Price for a first project between a Brand and a given Creator, and 9% for later projects between that same Brand and Creator, in each case deducted from the Project Price. The Brand pays the full Project Price into escrow, and the Creator receives the Project Price less the Platform Fee (the "Creator Net"). The Platform Fee is a fee for Hypear's platform and facilitation services — not a commission on the sale of any work product — and does not make Hypear a seller or reseller of any Deliverable. Any reduced or waived Platform Fee that Hypear applies increases the Creator Net and never increases the amount the Brand pays. The Platform Fee is earned only when the Project Price is released to the Creator; if escrowed funds are returned to the Brand (Section 8.6), the Platform Fee is returned to the Brand with them. Fee mechanics for Brands are detailed in Section B3 and for Creators in Section C6. The Brand funds a single amount equal to the Project Price; the Platform Fee is not added on top of, and does not increase, the amount the Brand funds.
8.4 Escrow through a licensed processor. Project funds are processed and held by a licensed third-party payment processor (the "Processor"). Hypear does not take custody of escrowed funds, is not a bank or a money-services business, and is not a money transmitter. The Processor is a licensed money-services business that holds and disburses funds under its own terms, which apply to your use of the payment services. The Brand funds the agreed amount into escrow before the Creator begins work; funds release to the Creator on Brand approval or automatic acceptance under Section 8.5.
8.5 Acceptance and automatic release. The Brand must approve or reject a Deliverable, with written reasons for any rejection, within 5 business days of delivery through the Platform. If the Brand does not respond within that window, the Deliverable is deemed accepted ("silence = acceptance"), and the escrowed Project Price releases to the Creator.
8.6 Dispute of funds; tie-break rule. If a Brand timely rejects a Deliverable within the window in Section 8.5 with written reasons (a "Funds Dispute"), the disputed escrowed funds are held and are released only:
(a) on the joint written instruction of the Brand and the Creator;
(b) in accordance with a resolution reached under the parties' own agreement's dispute process; or
(c) under a final, binding arbitral award or court order (including any order in an interpleader).
Deterministic default. If, within forty-five (45) calendar days after the Funds Dispute is opened, neither party has pursued the parties' own agreement's dispute process (i.e., neither has initiated mediation, arbitration, or court proceedings and no joint instruction has been given), then Hypear may instruct the Processor to return the disputed funds to the Brand, including any Platform Fee (which is not earned where escrowed funds are returned), less any amount the parties have agreed in writing is owed to the Creator. Returning funds under this default does not resolve, waive, or adjudicate the underlying Brand–Creator dispute, which remains between the Brand and the Creator. Hypear does not adjudicate the quality, scope, or sufficiency of any Deliverable (Section 8.8).
8.7 Chargebacks. The Platform's dispute and Funds-Dispute processes (Sections 8.5–8.6) are the exclusive mechanism for contesting a payment on the Platform. Initiating a credit-card chargeback, payment reversal, or bank dispute in place of those processes is a material breach of these Terms. The party that initiates such a chargeback or reversal is responsible for the charged-back amount plus Hypear's and the Processor's reasonable costs of recovery (including fees and reasonable attorneys' fees), and Hypear may suspend or limit that party's access (Section 13) and offset or recover those amounts. This Section does not limit any chargeback right that cannot be waived under applicable law.
8.8 No adjudication of quality. Disputes about the scope, quality, or delivery of a Deliverable are between the Brand and the Creator and are governed by the parties' own agreement. Hypear is not the arbiter of Deliverable quality. Hypear may, in its discretion, pause an escrow release and help facilitate a conversation, but does not adjudicate or guarantee outcomes.
9. Confidentiality
9.1 Definition. "Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") in connection with these Terms that is marked or identified as confidential, or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure — including business and marketing plans, briefs, brand assets, unreleased plans, pricing, Brand and Creator lists, non-public Platform features, and the existence and terms of any prospective or actual deal.
9.2 Obligations. The Recipient will (a) use Confidential Information only to perform under or exercise its rights under these Terms; (b) protect it using at least the same degree of care it uses for its own confidential information and in no event less than reasonable care; and (c) not disclose it to any third party except to its employees, contractors, advisors, and service providers who need to know it and are bound by confidentiality obligations at least as protective as these (and for whose compliance the Recipient remains responsible).
9.3 Exclusions. Confidential Information does not include information the Recipient can demonstrate (a) is or becomes public through no fault of the Recipient, (b) was rightfully known to the Recipient without a confidentiality obligation before disclosure, (c) is rightfully received from a third party without a confidentiality obligation, or (d) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.
9.4 Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by law, regulation, or court or governmental order, provided that (where legally permitted) it gives the Discloser prompt notice and reasonable cooperation to seek protective treatment.
9.5 Return or destruction. On the Discloser's written request or on termination of these Terms, the Recipient will return or destroy the Discloser's Confidential Information, except for copies retained in routine system backups or as required by law, which remain subject to this Section for as long as retained.
9.6 Survival. This Section survives for three (3) years after termination, except that Confidential Information that constitutes a trade secret remains protected for as long as it qualifies as a trade secret under applicable law.
10. Disclaimers
10.1 "As is." THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Hypear does not warrant that the Platform will be uninterrupted, error-free, or secure, or that any defect will be corrected, and makes no warranty regarding any Brand, any Creator, any Deliverable, any project, or the timing of any payment.
10.2 Not a party. Hypear is a marketplace facilitator and is not a party to any Engagement between a Brand and a Creator. Hypear does not guarantee the quality, safety, legality, or completion of any work arranged through the Platform, the conduct of any Brand or Creator, or the timing of any payment, and is not responsible for any dispute between a Brand and a Creator or for any Brand's use or publication of any Deliverable.
11. Limitation of liability
11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALUN CREATIVE LLC AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO these Terms or the Platform, even if advised of the possibility of such damages.
11.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HYPEAR'S TOTAL AGGREGATE LIABILITY arising out of or relating to these Terms or the Platform will not exceed the GREATER OF (a) the Platform Fees Hypear earned from you in the three (3) months before the claim, or (b) ONE HUNDRED US DOLLARS (US $100).
11.3 The caps and exclusions in this Section do not apply to liability that cannot be limited by law, including (i) breach of confidentiality (Section 9), (ii) gross negligence or willful misconduct, or (iii) a party's indemnification obligations under Section 12, B9, or C5.
12. Indemnification — common procedure
12.1 Procedure (applies to every indemnity in these Terms). The party seeking indemnification (the "Indemnified Party") will: (a) give the indemnifying party (the "Indemnifying Party") prompt written notice of the claim (failure to give prompt notice relieves the Indemnifying Party only to the extent it is actually prejudiced); (b) give the Indemnifying Party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation at the Indemnifying Party's expense. The Indemnifying Party may not settle a claim in a way that imposes any non-monetary obligation, payment, or admission of fault on the Indemnified Party without the Indemnified Party's prior written consent (not to be unreasonably withheld). The Indemnified Party may participate in the defense with its own counsel at its own expense. "Losses" means losses, damages, liabilities, settlements, costs, and reasonable attorneys' fees resulting from a covered claim.
12.2 Hypear's narrow platform-IP indemnity. Hypear will defend, indemnify, and hold the Brand or Creator (as applicable) harmless from any third-party claim to the extent alleging that the Hypear Platform itself — excluding any Deliverable, any Creator-supplied or Brand-supplied material, and any third-party service — infringes a United States patent, copyright, or trademark, or misappropriates a trade secret. Hypear has no obligation under this Section for claims arising from any Deliverable, from a Creator's or a Brand's acts or materials, from use of the Platform other than as permitted, or from combination of the Platform with materials not provided by Hypear. This Section 12.2 states your sole and exclusive remedy for any claim that the Platform infringes third-party rights.
12.3 Party-specific indemnities. The Brand's indemnity of the Hypear Parties is in Section B9 (and the Brand's classification indemnity in Section B7). The Creator's indemnity of the Brand and the Hypear Parties is in Section C5. Each is subject to the procedure in Section 12.1. "Hypear Parties" means Hypear and its members, managers, officers, employees, and agents.
13. Term, suspension & termination
13.1 Term. These Terms begin when you first accept them and continue until terminated under this Section.
13.2 Termination for convenience. Either party may terminate these Terms and close your account for any reason on written notice (which may be given in-platform), subject to resolution of any in-flight matters under Section 13.5.
13.3 Termination for cause. Either party may terminate immediately on written notice if the other materially breaches these Terms and fails to cure within ten (10) days after notice.
13.4 Suspension. Hypear may suspend or limit your access immediately if Hypear reasonably believes your use creates a security, legal, payment, or fraud risk, violates the AUP (Section 4) or applicable law, or involves a chargeback in breach of Section 8.7.
13.5 Effect on in-flight projects. Termination of these Terms does not by itself terminate any Engagement already funded or any escrow already funded. Those continue under the parties' own agreement — and under the version of these Terms in effect when the Engagement was funded — until completed, accepted, or separately terminated, and the relevant provisions of these Terms continue to apply to them. A Creator remains obligated to complete, deliver, or otherwise resolve funded projects. No new projects may be started after termination.
13.6 Survival. The following survive termination: Sections 4 (as to liability for prior conduct), 5.3, 8 (as to funded projects and Platform Fees already earned), 8A, 8B, 9, 10, 11, 12, this Section 13.6, 14, 15, 16, 18, 19, 20, B6, B8, B9, C3, C5, C6 (as to amounts owed), C7, C8, and any other provision that by its nature should survive.
14. Copyright & IP complaints (DMCA)
14.1 Policy. Hypear respects intellectual-property rights and responds to clear notices of alleged infringement under the U.S. Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512.
14.2 Designated agent. Notices of claimed infringement should be sent to Hypear's designated copyright agent: Copyright Agent, Alun Creative LLC d/b/a Hypear, Parkland, Florida, USA; email: dmca@hypear.ai.
14.3 Notice of infringement. A valid notice must include substantially: (a) a physical or electronic signature of the owner or authorized agent; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the material claimed to be infringing and information reasonably sufficient to locate it on the Platform; (d) your contact information; (e) a statement that you have a good-faith belief that the use is not authorized by the owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information is accurate and that you are the owner or authorized to act on the owner's behalf.
14.4 Counter-notice. If your material was removed and you believe the removal was a mistake or misidentification, you may submit a counter-notice to the designated agent including substantially: (a) your signature; (b) identification of the removed material and its prior location; (c) a statement, under penalty of perjury, that you have a good-faith belief the material was removed by mistake or misidentification; (d) your name, address, and phone number; and (e) consent to the jurisdiction of the federal district court for your district (or, if outside the U.S., any district in which Hypear may be found) and to accept service from the person who gave the original notice. We may restore the material in accordance with the DMCA.
14.5 Repeat-infringer policy. Hypear will, in appropriate circumstances and at its discretion, disable or terminate the accounts of users who are repeat infringers.
15. Sanctions, export & AML
15.1 Restricted parties. You represent and warrant that you, and any entity you act for, (a) are not identified on any U.S. Office of Foreign Assets Control (OFAC) Specially Designated Nationals (SDN) list or any other restricted-party or denied-party list maintained by the U.S. or any applicable government; and (b) are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. or other applicable embargoes or sanctions.
15.2 Compliance. You will comply with all applicable economic-sanctions, anti-money-laundering, and export-control laws in your use of the Platform, and will not use the Platform to transact with any restricted party or in violation of those laws. The Processor may impose additional identity-verification and screening requirements (Sections 8.4 and C6).
16. Account deletion & data retention; privacy
16.1 Deletion. You may delete your account at any time by contacting support@hypear.ai. Upon deletion we will remove your personal data within 30 days, except where retention is required by applicable law, for legitimate fraud-prevention purposes, or where data has been included in aggregated or anonymized datasets that cannot reasonably be reversed. Portfolio content publicly referenced in third-party systems (e.g., cached by search engines) is outside our control.
16.2 In-flight projects. Deleting your account does not by itself terminate any Engagement already funded or any escrow already funded; those continue under the parties' own agreement as described in Section 13.5.
16.3 Privacy Policy. Hypear's handling of personal data is described in its Privacy Policy at hypear.ai/privacy, incorporated into these Terms by reference.
17. Changes to these Terms
17.1 Hypear may update or replace these Terms from time to time. We will provide notice of material changes (e.g., by email or in-platform notice), and continued use of the Platform after the stated effective date constitutes acceptance of the updated Terms.
17.2 Changes do not alter the terms of any Engagement already funded, which remains governed by the version of these Terms in effect when that Engagement was funded.
18. Governing law & dispute resolution
18.1 Governing law. These Terms are governed by the laws of the State of Florida, without regard to conflict-of-law principles.
18.2 Mediation then arbitration. The parties will first attempt good-faith mediation for 30 days. Any dispute not resolved in mediation will be settled by binding arbitration before a single arbitrator under the rules of JAMS or the American Arbitration Association (using their expedited rules for claims under US $250,000), seated in Broward County, Florida.
18.3 Carve-outs. Notwithstanding Section 18.2, claims of intellectual-property infringement and requests for injunctive or emergency relief may be brought in court.
18.4 Class-action waiver. Each party waives any right to participate in a class action lawsuit or class-wide or representative arbitration. Disputes will be resolved only on an individual basis.
18.5 30-day arbitration opt-out. You may opt out of the arbitration agreement and class-action waiver in this Section 18 by sending written notice to legal@hypear.ai (or the contact in Section 20.7) within 30 days after you first accept these Terms. The notice must state your name, your account email, and that you opt out of arbitration. If you opt out within that window, Sections 18.2 and 18.4 do not apply to you, and disputes will be resolved in the state or federal courts located in Broward County, Florida, to whose jurisdiction you consent. Opting out does not affect Sections 18.1, 18.3, 18.6, or 18.7, or any other part of these Terms.
18.6 Prevailing-party fees. The prevailing party is entitled to its reasonable attorneys' fees and costs.
18.7 Limitations period. To the extent permitted by law, any claim arising out of or relating to these Terms or the Platform must be brought within one (1) year after the claim arose; otherwise it is permanently barred.
19. Electronic acceptance & signature
19.1 These Terms are ordinarily accepted online. You agree that checking the acceptance box and selecting "Agree & continue" (or taking any equivalent affirmative action by which you accept these Terms in-platform), creating an account, or otherwise indicating your assent electronically has the same legal effect as a handwritten signature, and you consent to transact electronically under applicable e-signature law (including the U.S. E-SIGN Act and the Florida Electronic Signature Act). If you accept on behalf of an entity, you represent you are authorized to bind it (Section 3.2) and accept in a representative capacity, not individually. Hypear's electronic record of acceptance — a tamper-evident record of the version accepted, the date and time of acceptance, and the accepting party's identity — is the operative signature to these Terms, and no handwritten signature page or separate Hypear countersignature is required for these Terms to be binding. Hypear's assent is evidenced by its making these Terms available for acceptance and operating the Platform.
20. General provisions
20.1 Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without Hypear's prior written consent, except that a Brand may assign to a successor to all or substantially all of its business or assets that assumes these Terms in writing. Because a Creator's services are personal, a Creator may not assign without Hypear's prior written consent. Hypear may assign these Terms to an affiliate or in connection with a merger, reorganization, financing, or sale of all or substantially all of its assets or the Hypear business (including assignment to a new entity formed to operate Hypear). Subject to the foregoing, these Terms bind and benefit the parties' permitted successors and assigns.
20.2 Notices. Notices to you may be given in-platform or by email to the address on your account; notices to Hypear must be sent to the contact address Hypear designates in-platform or at its principal place of business, or to legal@hypear.ai. Notice is effective when delivered, or for email/in-platform notice when sent (absent a bounce or delivery failure).
20.3 Severability; waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable or, if it cannot be, severed, and the remainder of these Terms stays in effect. A party's failure to enforce a provision is not a waiver of its right to enforce it later.
20.4 Entire agreement; order of precedence. These Terms, together with the Privacy Policy and any other policies they incorporate by reference, are the entire agreement between you and Hypear regarding the Platform and supersede prior understandings on that subject, including the prior Brand Master Agreement, Creator Master Agreement, and Terms of Service these Terms replace. These Terms do not govern the Brand–Creator relationship, which is set by the parties' own agreement for each Engagement. As to your relationship with Hypear, these Terms control over any conflicting term in an Engagement; the parties' own agreement controls the Brand–Creator relationship, except for the matters these Terms address directly (including Section 8A). Order of precedence within these Terms is stated in "How these Terms are organized."
20.5 Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, outages, third-party service or payment-processor failures, labor disputes, or governmental action.
20.6 Independent relationship. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between Hypear and you. Each party is an independent contractor, and neither may bind the other. A Creator is not Hypear's employee or agent; a Brand is not Hypear's employee or agent.
20.7 Third-party beneficiary. Hypear is an intended third-party beneficiary of each Engagement and of the parties' own agreement for it solely for the limited purpose of enforcing the provisions that protect Hypear — including the Platform Fee, the no-circumvention obligation, the limited-payment-collection-agent mechanic, and the limitations on Hypear's role and liability — and for no other purpose. Except for that limited purpose, Hypear is not a party to, and assumes no obligations under, any Engagement. There are no other third-party beneficiaries of these Terms.
20.8 Contact. Questions about these Terms? Contact support@hypear.ai (general) or legal@hypear.ai (legal notices). Alun Creative LLC, Parkland, Florida, USA.
PART II — BRAND TERMS
These terms apply to you when and to the extent you use Hypear as a Brand. They are in addition to Part I. Where a term in this Part conflicts with a general term in Part I as to your role as a Brand, this Part controls.
B1. Your role & authority as Brand
B1.1 A "Brand" is a person or entity that uses the Platform to find, engage, and pay Creators for AI-assisted creative work. The person accepting these Terms for a Brand represents they have authority to bind the Brand entity (Section 3.2) and accepts in a representative capacity, not individually.
B1.2 You are responsible for all activity under your Brand account and for the acts and omissions of anyone you authorize to use it.
B2. Briefs, brand assets & accurate info
B2.1 You will provide accurate company information, honest project descriptions, and a clear brief, and will post only genuine project opportunities.
B2.2 You represent and warrant that the brand assets, briefs, reference materials, and other materials you supply to a Creator or upload to the Platform (the "Brand Materials") do not infringe or misappropriate any third party's rights and that you have all rights necessary to provide them and to have them used in a Deliverable.
B3. Funding & the Platform Fee
B3.1 You will fund the Project Price into escrow before the Creator begins work, as described in Section 8 and in the parties' own agreement for the Engagement.
B3.2 The Platform Fee is deducted from the Project Price you fund (13%, or 9% on repeat projects with the same Creator; Section 8.3) — you pay the Project Price, and the fee is taken out of it rather than charged on top. The Platform Fee is earned only when the Project Price is released to the Creator; if the escrowed funds are returned to you (Section 8.6), the Platform Fee is returned to you with them, except as otherwise required by law.
B3.3 Taxes. The Project Price (out of which the Platform Fee is deducted) is exclusive of taxes. You are responsible for any sales, use, VAT, or similar taxes imposed on the Platform Fee (other than taxes on Hypear's net income). Each party is responsible for its own income taxes.
B4. Payment discharge (limited collection agent)
B4.1 The Creator has appointed Hypear (acting through the Processor) as the Creator's limited agent for the sole purpose of accepting your payment of the Project Price on the Creator's behalf. Accordingly, your payment of the Project Price into escrow discharges your payment obligation to the Creator to the extent funded, regardless of whether or when those funds are remitted to the Creator. Acting as a limited collection agent does not make Hypear a party to the Engagement, the seller of any Deliverable, or otherwise responsible for the Creator's performance.
B5. You are the advertiser
B5.1 You are the advertiser. You are solely responsible for the truth, substantiation, and legal compliance of any claim, testimonial, or representation in content you publish (including AI-generated content), and for making all AI disclosures and other disclosures required by the FTC or other applicable law in your published advertising. Hypear is not the advertiser and does not review or approve your published content.
B6. IP in Deliverables
B6.1 Intellectual property in a Deliverable passes directly from the Creator to the Brand under Section 8A on release of the escrowed Project Price for that Deliverable, not through Hypear. Hypear claims no ownership of any Deliverable. The parties' own agreement may grant the Brand additional or broader rights, but not less than the assignment in Section 8A.
B6.2 You acknowledge that purely AI-generated output may not be protectable by copyright in the United States, and that Hypear makes no warranty as to the ownership, originality, or copyrightability of any Deliverable. Any such representations come from the Creator under the parties' own agreement (see Section C4). The license-back of the Creator's Retained Materials and Licensed Assets that lets you actually use what you paid for is in Section 8A.2 (and Section C3).
B7. Engaging the Creator; worker classification
B7.1 You engage each Creator as an independent contractor of the Brand under the parties' own agreement, not as an employee of the Brand or of Hypear. The Creator controls its own methods, tools, hours, and rates (Section C1).
B7.2 You are solely responsible for, and you represent and warrant the correctness of, any worker-classification determination relating to your engagement of a Creator, and for any resulting tax, withholding, benefits, wage-and-hour, or other employment obligations. You will defend, indemnify, and hold harmless the Hypear Parties from and against any Losses arising out of or relating to a claim that a Creator is or was your (or Hypear's) employee, or any other misclassification or employment-related claim arising from your engagement of a Creator. This indemnity is subject to the procedure in Section 12.1.
B8. No circumvention — Brand side
B8.1 For 12 months after Hypear introduces you to a Creator, you will transact with that Creator for AI-content services only through the Platform.
B8.2 Remedy. If you transact with such a Creator off-platform for AI-content services during that period in order to avoid the Platform Fee, you will pay Hypear, as liquidated damages and not as a penalty, an amount equal to the Platform Fee that would have applied to that off-platform engagement (calculated at the rate in Section 8.3 on the value of the off-platform engagement). The parties agree that this amount is a reasonable pre-estimate of Hypear's loss, which would be difficult to determine precisely. This remedy is in addition to Hypear's right to suspend or terminate under Section 13 and to recover under Section 18.6.
B9. Brand indemnity
B9.1 You will defend, indemnify, and hold harmless the Hypear Parties from and against any third-party claim, demand, suit, or proceeding, and all resulting Losses, to the extent arising out of or relating to: (a) your Brand Materials, brief, or brand assets; (b) any advertising claim, testimonial, substantiation, or required AI or other disclosure (or failure to disclose) in content you publish; (c) your use, publication, distribution, or exploitation of any Deliverable; or (d) your breach of these Terms or violation of applicable law. This indemnity is in addition to the classification indemnity in Section B7.2 and is subject to the procedure in Section 12.1.
PART III — CREATOR TERMS
These terms apply to you when and to the extent you use Hypear as a Creator. They are in addition to Part I. Where a term in this Part conflicts with a general term in Part I as to your role as a Creator, this Part controls.
C1. Independent-business status
C1.1 A "Creator" is an independent professional who uses the Platform to offer and provide AI-assisted creative work to Brands. You are an independent business and are not an employee, agent, or contractor of Hypear.
C1.2 You control your own methods, tools, hours, and rates; set your own prices; choose which projects to accept; and are free to provide services to others, including competitors and other platforms. Hypear does not assign work, set your rates, or direct how you perform.
C1.3 As to each project, you are an independent contractor of the Brand under the parties' own agreement — not the Brand's employee and not Hypear's employee or agent. You are responsible for your own taxes, insurance, and business expenses.
C2. Eligibility, vetting & profile
C2.1 You must meet the eligibility requirements in Section 3, including being at least 18 years old (Section 3.1).
C2.2 Creator accounts may be available by invitation or to professionals certified by Alun Creative's AI Creators Hub program, and may be reviewed and approved at onboarding. You represent and warrant that your portfolio, samples, and credentials are accurate and your own work, and that you have secured any necessary third-party consents (e.g., model releases, music licenses) for content you post.
C2.3 Newly created Creator accounts start in a Pending state and are visible to Brands only after an administrator approves the account. Hypear may decline or revoke approval at its discretion, subject to Section 13.
C3. IP assignment on payment
C3.1 Assignment runs directly to the Brand. Effective on release of the escrowed Project Price for a Deliverable to you, you assign to the Brand all right, title, and interest in the human-authored elements of that Deliverable (including, to the extent assignable, moral rights), as a present assignment under Section 8A, which governs. This assignment runs directly from you to the Brand; Hypear takes no ownership interest and is not a link in the chain of title.
C3.2 AI-generated output. You acknowledge that purely AI-generated material may not be protectable by copyright in the U.S. You make no representation that such output is copyrightable or exclusively owned; you pass through to the Brand all rights that do exist, all final files, and any transferable rights under the AI tools used.
C3.3 Retained materials. You retain your pre-existing intellectual property and general methods, prompts, tools, and reusable frameworks not specific to the Brand ("Retained Materials"), and any third-party or separately licensed material ("Licensed Assets"), except as your own agreement with the Brand states otherwise. Section 8A.2 governs the scope of what is and is not assigned.
C3.4 License-back of Retained Materials and Licensed Assets. To the extent any Retained Materials or Licensed Assets are embedded in, or are necessary to use, a delivered Deliverable, you grant (and, for Licensed Assets, pass through to the extent permitted) the Brand a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual, irrevocable license to use, reproduce, modify, display, and distribute those materials solely as part of and as necessary to use the Deliverable for which they were delivered, consistent with Section 8A.2. This license does not grant the Brand any right to use those materials as a standalone product or apart from the Deliverable, and you retain all other rights in them. The purpose of this Section is to ensure the Brand can actually use what it paid for.
C4. Creator warranties
C4.1 The human-authored portions of the Deliverables are original to you and do not knowingly infringe any third party's rights, and you have not intentionally incorporated infringing material.
C4.2 You hold the rights and licenses to any AI tools, stock, fonts, or assets used in a Deliverable.
C4.3 You will include all AI-generated disclosures as required and will not fabricate testimonials or endorsements.
C5. Creator indemnity
C5.1 You will defend, indemnify, and hold harmless the Brand and the Hypear Parties from and against any third-party claim, demand, suit, or proceeding, and all resulting Losses, to the extent arising out of or relating to any breach of your warranties in Section C4 — including your own intentional or knowing infringement (for example, deliberately passing off another person's copyrighted work as your own). The only limit on this indemnity is the public-policy rule that an Indemnified Party may not be indemnified for its own (the Indemnified Party's) intentional wrongdoing; your own intentional or knowing infringement is not excluded and is squarely covered. This indemnity is subject to the procedure in Section 12.1.
C6. Payment & limited collection agent
C6.1 You are paid from escrow via the Processor on Brand approval or automatic acceptance (Section 8.5). You will complete the Processor's identity and tax onboarding (including, as applicable, a W-9 or W-8BEN, and 1099-K reporting through the Processor) and are responsible for your own taxes.
C6.2 Limited payment-collection agent. You appoint Hypear (acting through the Processor) as your limited agent solely to accept and hold the Brand's payment of the Project Price on your behalf and to deduct and remit amounts in accordance with these Terms. For clarity, the amount remitted to you is the Creator Net — the Project Price less the Platform Fee (Section 8.3); the Brand's funding of the full Project Price into escrow discharges the Brand's payment obligation to you in full, even though you receive the Creator Net. The Brand's payment into escrow is treated as payment to you to the extent funded; you will look solely to the escrowed funds and to the Brand — and not to Hypear — for payment, except for Hypear's obligation to instruct release of funds the Processor holds for you once the release conditions are met. This limited agency does not make Hypear your employer or partner, or a party to any Engagement.
C7. No circumvention — Creator side
C7.1 For 12 months after Hypear introduces you to a Brand, you will transact with that Brand for AI-content services only through the Platform.
C7.2 Remedy. If you transact with such a Brand off-platform for AI-content services during that period in order to avoid the Platform Fee, you will pay Hypear, as liquidated damages and not as a penalty, an amount equal to the Platform Fee that would have applied to that off-platform engagement (calculated at the rate in Section 8.3 on the value of the off-platform engagement). The parties agree that this amount is a reasonable pre-estimate of Hypear's loss, which would be difficult to determine precisely. This remedy is in addition to Hypear's right to suspend or terminate under Section 13 and to recover under Section 18.6.
C8. Your own agreement with the Brand; upload before funding
C8.1 You supply and upload the agreement. Before escrow can be funded for a project, you must upload to the Platform the written agreement you and the Brand have signed with each other for that Engagement (Section 8B). A signed agreement on file is required before escrow can be funded. You and the Brand are responsible for negotiating, preparing, and signing your own agreement.
C8.2 Hypear provides no template and does not review. Hypear provides no contract, statement of work, form, clause, or template for an Engagement, and does not draft, review, edit, approve, verify, vouch for, or endorse the agreement you upload, its contents, its execution, or the authority of any signer (Section 8B.2). Hypear stores the uploaded agreement solely as a convenience and as a record that an agreement is in place. You should obtain your own legal advice on your agreement.