UGC Creator Program — Terms of Service

“Company,” “Chatter Buzz,” “we,” “us,” or “our” refers to Chatter Buzz Media, LLC, a Florida limited liability company headquartered in Orange County, Florida, including its officers, directors, employees, agents, successors, and assigns.

“Creator,” “you,” or “your” refers to the individual or entity who applies to and/or participates in the Chatter Buzz UGC Creator Program.

“Program” refers to the Chatter Buzz UGC Creator Program, including the Platform, all related services, communications, and engagements.

“Platform” refers to the Chatter Buzz UGC application portal and associated tools through which Creators apply for, receive, and manage content assignments.

“Client” or “Brand” refers to any third-party company, brand, organization, or individual for whom Chatter Buzz provides marketing services and on whose behalf UGC content is commissioned.

“Content” or “Deliverables” refers to all user-generated content produced by the Creator under this Agreement, including but not limited to videos, photographs, audio recordings, scripts, captions, and any derivative works.

“Assignment” refers to a specific content creation task issued by Chatter Buzz to a Creator, including all associated briefs, specifications, timelines, and deliverable requirements.

“Business Days” refers to Monday through Friday, excluding federal holidays observed in the United States.

2.1. By submitting an application through the Platform, creating a Creator profile, or accepting any Assignment, you represent and warrant that you have read, understood, and agree to be legally bound by these Terms of Service in their entirety.

2.2. You must be at least eighteen (18) years of age and legally capable of entering into binding contracts in your jurisdiction to participate in the Program.

2.3. You represent that you are an independent contractor, not an employee, partner, or agent of Chatter Buzz or any Client. Nothing in this Agreement creates an employment relationship, joint venture, or partnership.

2.4. You are solely responsible for all applicable taxes, including self-employment taxes, related to payments received under this Agreement. Chatter Buzz will issue a Form 1099-NEC for payments totaling $600 or more in any calendar year.

2.5. Chatter Buzz reserves the right to modify these Terms at any time. Continued participation in the Program after notice of changes constitutes acceptance of the revised Terms.

3.1. Assignments will be communicated through the Platform or via email and will include detailed creative briefs specifying deliverable requirements, timelines, format specifications, and any brand guidelines to follow.

3.2. Unless otherwise agreed in writing, each Assignment includes up to two (2) rounds of revisions at no additional cost. Revisions must be completed within two (2) Business Days of receiving feedback. Additional revisions beyond the included rounds may result in adjusted compensation at the sole discretion of Chatter Buzz.

3.3. All Content must be original, created solely by you, and must not incorporate any third-party copyrighted materials, trademarks, or intellectual property without prior written authorization from Chatter Buzz.

3.4. Chatter Buzz reserves the right to reject any Deliverable that does not meet the specifications outlined in the Assignment brief. In the event of rejection, Chatter Buzz will provide written feedback and the Creator will have one (1) opportunity to resubmit within two (2) Business Days.

4.1. Advance Payment. Chatter Buzz pays Creators in advance and upfront on behalf of its Clients. Payment is made prior to or upon acceptance of an Assignment, before Content delivery. This advance payment structure reflects our commitment to fair compensation and places a corresponding obligation on the Creator to deliver all agreed-upon Deliverables in a timely and professional manner.

4.2. Payment Method. All payments will be processed exclusively via PayPal. By accepting an Assignment, you agree to maintain an active PayPal account in good standing and provide accurate PayPal account information. Chatter Buzz is not responsible for payment delays or failures caused by incorrect PayPal information, PayPal account restrictions, or technical issues on the PayPal platform.

4.3. Rates. Compensation rates for each Assignment are as listed on the Platform or as mutually agreed upon in writing prior to commencement of work. Rates are non-negotiable once an Assignment has been accepted unless both parties agree to modified terms in writing.

4.4. No Additional Compensation. Unless expressly agreed in writing, the compensation set forth in the Assignment constitutes the full and complete payment for all Content, rights, and services provided by the Creator, including all usage rights granted herein.

4.5. Expenses. Unless pre-approved in writing by Chatter Buzz, the Creator is solely responsible for all costs and expenses incurred in the creation of Deliverables, including but not limited to equipment, props, locations, wardrobe, and software.

Because Chatter Buzz pays Creators in advance on behalf of its Clients, the following refund and clawback provisions apply. By accepting payment, you acknowledge and agree to these terms without exception.

5.1. Non-Delivery Refund. If the Creator fails to deliver the agreed-upon Deliverables by the deadline specified in the Assignment (or any mutually agreed extension), Chatter Buzz is entitled to a full refund (100%) of all advance payments made for that Assignment. The Creator must return such funds within five (5) Business Days of receiving a refund demand from Chatter Buzz.

5.2. Ghosting Policy. If the Creator fails to respond to any communication from Chatter Buzz (via email, Platform messaging, or other agreed-upon communication channels) within three (3) Business Days, Chatter Buzz will issue a formal warning via email. If the Creator does not respond within an additional two (2) Business Days following the warning (totaling five (5) Business Days of non-responsiveness), Chatter Buzz will: (a) deem the Creator to have abandoned the Assignment; (b) immediately terminate the Assignment; (c) demand a full refund of all advance payments; and (d) reserve the right to permanently remove the Creator from the Program.

5.3. Substandard Deliverables. If Deliverables do not meet the specifications outlined in the Assignment brief and the Creator fails to deliver acceptable revisions within the timeframe specified in Section 3.4, Chatter Buzz may, at its sole discretion, demand a partial or full refund of advance payments.

5.4. Breach Refund. Any material breach of these Terms of Service, including but not limited to violations of confidentiality, non-solicitation, or intellectual property provisions, will entitle Chatter Buzz to an immediate full refund of all payments made to the Creator for active and pending Assignments.

5.5. Collection.In the event the Creator fails to return funds as required under this Section, Chatter Buzz reserves the right to pursue all available legal remedies, including but not limited to collections actions, and the Creator shall be liable for all reasonable costs of collection, including attorney’s fees and court costs.

6.1. Response Time. The Creator must respond to all communications from Chatter Buzz within one (1) Business Day of receipt. This includes, without limitation, emails, Platform messages, revision requests, creative brief clarifications, and scheduling communications.

6.2. Professional Conduct. The Creator is expected to maintain a professional, courteous, and cooperative demeanor in all interactions with Chatter Buzz team members. The Creator shall be responsive, organized, and communicative regarding project timelines, creative questions, and any challenges that may affect delivery.

6.3. Proactive Communication. If the Creator anticipates any delay in delivery, technical difficulties, or other issues that may affect an Assignment, the Creator must notify Chatter Buzz immediately and in writing. Failure to provide advance notice of delays may be treated as abandonment under Section 5.2.

6.4. Availability. The Creator agrees to maintain consistent availability during active Assignments. Extended periods of unavailability must be communicated to Chatter Buzz at least five (5) Business Days in advance.

6.5. Consequences of Non-Responsiveness. Repeated failure to meet the communication standards set forth in this Section may result in: (a) removal of the Creator from active Assignments; (b) reduction in future Assignment opportunities; (c) suspension or permanent removal from the Program; and/or (d) refund demands as outlined in Section 5.

7.1. Confidential Information.The Creator acknowledges that during the course of the Program, they may be exposed to confidential and proprietary information belonging to Chatter Buzz and/or its Clients, including but not limited to: Client identities, brand names, marketing strategies, product launch timelines, pricing information, campaign briefs, creative direction, business plans, target audiences, and internal communications (collectively, “Confidential Information”).

7.2. Non-Disclosure Obligation. The Creator shall not, at any time during or after participation in the Program, directly or indirectly disclose, publish, communicate, or make available any Confidential Information to any third party without the prior written consent of Chatter Buzz.

7.3. Brand Identity Protection. THE CREATOR SHALL NOT DISCLOSE, PUBLICLY OR PRIVATELY, THE IDENTITY OF ANY CLIENT OR BRAND FOR WHICH THEY CREATE CONTENT UNDER THIS PROGRAM. The Creator may only disclose that they are a participant in the Chatter Buzz UGC Creator Program and that they work with Chatter Buzz Media. Under no circumstances may the Creator reveal the names, logos, or any identifying information of Brands or Clients to any third party, including on social media, personal websites, portfolios, or in conversations with other creators, agencies, or media.

7.4. Social Media Restrictions. The Creator shall not post, tag, mention, or reference any Client or Brand in any social media posts, stories, reels, videos, comments, bios, or any other digital or physical medium. This includes indirect references that could reasonably allow identification of the Client or Brand.

7.5. Duration.The confidentiality obligations set forth in this Section shall survive termination or expiration of this Agreement and shall remain in effect for a period of two (2) years following the Creator’s last active participation in the Program.

7.6. Remedies for Breach. The Creator acknowledges that any breach of this Section may cause irreparable harm to Chatter Buzz and/or its Clients for which monetary damages would be inadequate. In addition to any other remedies available at law or in equity, Chatter Buzz shall be entitled to seek injunctive relief, specific performance, and liquidated damages of no less than Fifty Thousand Dollars ($50,000) per occurrence of breach, in addition to any actual damages suffered.

8.1. Absolute Non-Solicitation.The Creator shall not, at any time during participation in the Program and for a period of two (2) years following termination or expiration of participation, directly or indirectly contact, solicit, approach, pitch, or otherwise communicate with any Client or Brand of Chatter Buzz for the purpose of: (a) offering content creation services; (b) seeking employment or freelance work; (c) establishing a business relationship; or (d) any other commercial purpose that circumvents Chatter Buzz’s role as the intermediary.

8.2. Non-Circumvention.The Creator shall not attempt to circumvent, bypass, or undermine Chatter Buzz’s relationship with its Clients in any way, including but not limited to providing services to a Client outside of the Program, sharing contact information with third parties who may approach the Client, or encouraging the Client to discontinue services with Chatter Buzz.

8.3. Response to Client Contact. If a Client or Brand independently contacts the Creator, the Creator must: (a) immediately notify Chatter Buzz in writing within twenty-four (24) hours; (b) refrain from engaging in any business discussions with the Client; and (c) redirect the Client to Chatter Buzz.

8.4. Penalties for Violation.Any violation of this Section shall constitute a material breach of this Agreement and shall entitle Chatter Buzz to: (a) immediate termination of the Creator from the Program; (b) a full refund of all payments made for active and pending Assignments; (c) liquidated damages of One Hundred Thousand Dollars ($100,000) per occurrence, which the parties agree is a reasonable pre-estimate of damages given the difficulty of calculating actual harm; and (d) all additional remedies available at law or in equity, including injunctive relief and recovery of attorney’s fees.

9.1. Work Made for Hire.All Content created under this Agreement shall be considered “work made for hire” as defined under the United States Copyright Act (17 U.S.C. § 101). All right, title, and interest in and to the Content, including all intellectual property rights, shall vest exclusively in Chatter Buzz and/or its designated Client upon creation.

9.2. Assignment of Rights. To the extent any Content does not qualify as work made for hire, the Creator hereby irrevocably assigns to Chatter Buzz all right, title, and interest in and to such Content worldwide, including all copyrights, moral rights (to the extent waivable), and any other intellectual property rights. This assignment includes the right to modify, adapt, distribute, sublicense, and create derivative works.

9.3. Perpetual License. Chatter Buzz and its Clients shall have a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, distribute, publicly display, publicly perform, and create derivative works from all Content for any purpose, including but not limited to advertising, marketing, social media, website content, print materials, and paid media campaigns.

9.4. Portfolio Usage — Prior Approval Required. THE CREATOR MAY NOT USE ANY CONTENT CREATED UNDER THIS AGREEMENT IN THEIR PERSONAL PORTFOLIO, DEMO REEL, SOCIAL MEDIA, WEBSITE, OR ANY OTHER MEDIUM WITHOUT PRIOR WRITTEN APPROVAL FROM CHATTER BUZZ. To request approval, the Creator must submit a written request specifying: (a) the exact Content to be used; (b) the intended platform or medium; (c) the context in which it will be presented; and (d) whether any Client or Brand will be identifiable. Chatter Buzz will respond to portfolio usage requests within ten (10) Business Days. Approval may be granted, denied, or granted with conditions at Chatter Buzz’s sole discretion.

9.5. AI and Synthetic Media. The Creator shall not use artificial intelligence tools, deepfake technology, or any synthetic media generation tools to create or substantially alter any Content without prior written approval from Chatter Buzz. All Content must be authentically created by the Creator.

9.6. Representations and Warranties. The Creator represents and warrants that: (a) all Content is original and does not infringe upon the intellectual property rights of any third party; (b) the Creator has all necessary rights, licenses, and permissions to grant the rights set forth herein; (c) no Content contains any defamatory, obscene, or unlawful material; and (d) any individuals appearing in the Content have provided their informed consent.

10.1. Termination by Chatter Buzz. Chatter Buzz may terminate this Agreement and remove the Creator from the Program at any time, with or without cause, by providing written notice to the Creator. In the event of termination for cause (breach of any provision of this Agreement), termination is effective immediately.

10.2. Termination by Creator.The Creator may terminate participation in the Program by providing at least fourteen (14) calendar days’ written notice to Chatter Buzz. The Creator must complete and deliver all accepted Assignments prior to the effective date of termination or return all advance payments for undelivered Assignments in full.

10.3. Automatic Termination.This Agreement shall automatically terminate if: (a) the Creator is non-responsive for five (5) or more consecutive Business Days as described in Section 5.2; (b) the Creator commits a material breach of any provision of this Agreement; or (c) the Creator engages in conduct that, in Chatter Buzz’s sole judgment, is harmful to the reputation or interests of Chatter Buzz or any Client.

10.4. Survival. The following Sections shall survive termination of this Agreement: Sections 5 (Refund and Clawback), 7 (Confidentiality), 8 (Non-Solicitation), 9 (Intellectual Property), 11 (Indemnification), 12 (Limitation of Liability), and 14 (Governing Law).

The Creator agrees to indemnify, defend, and hold harmless Chatter Buzz, its Clients, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or in connection with: (a) any breach of this Agreement by the Creator; (b) any Content that infringes upon the intellectual property rights or other rights of any third party; (c) any claim that the Content is defamatory, obscene, or otherwise unlawful; (d) the Creator’s negligence or willful misconduct; (e) any unauthorized disclosure of Confidential Information; or (f) any violation of applicable laws or regulations by the Creator.

12.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHATTER BUZZ’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF COMPENSATION PAID TO THE CREATOR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12.2. IN NO EVENT SHALL CHATTER BUZZ BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE THEORY OF LIABILITY.

The Creator represents and warrants that:

• They have the legal capacity and authority to enter into this Agreement.
• All information provided in their application and Creator profile is accurate, complete, and current.
• They will comply with all applicable federal, state, and local laws and regulations, including FTC endorsement guidelines.
• They will not create Content while under the influence of drugs or alcohol.
• They will maintain professional standards of quality in all Deliverables.
• They hold all necessary permits, licenses, and authorizations required to perform services under this Agreement.
• They are not party to any other agreement that would prevent them from fulfilling their obligations under this Agreement.
• They will not engage in any activity that could bring Chatter Buzz or its Clients into disrepute.

14.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws provisions.

14.2. Jurisdiction and Venue. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Orange County, Florida. The Creator hereby irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection to jurisdiction or venue, including on the basis of forum non conveniens.

14.3. Mandatory Mediation. Prior to initiating any legal action, the parties agree to attempt in good faith to resolve any dispute through mediation administered by a mutually agreed-upon mediator in Orange County, Florida. Mediation costs shall be shared equally between the parties.

14.4. Attorney’s Fees.In any action to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs, and expenses from the non-prevailing party.

15.1. The Creator shall comply with all applicable Federal Trade Commission (FTC) guidelines regarding endorsements and testimonials, including but not limited to the FTC’s Endorsement Guides (16 CFR Part 255).

15.2. When required by law or directed by Chatter Buzz, the Creator shall include appropriate disclosures in Content (e.g., #ad, #sponsored, or other disclosures as specified in the Assignment brief).

15.3. The Creator shall not make any false, misleading, or unsubstantiated claims about any product, service, or Brand in any Content.

16.1. The Creator consents to Chatter Buzz collecting, storing, and processing personal information provided through the Platform and in connection with the Program, in accordance with applicable privacy laws.

16.2. The Creator shall not collect, store, or use any personal data of Chatter Buzz’s Clients, their customers, or any other third party encountered through the Program.

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to natural disasters, pandemics, government actions, internet outages, or civil unrest, provided that the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance. Notwithstanding the foregoing, if a force majeure event prevents the Creator from delivering Content for more than fifteen (15) calendar days, Chatter Buzz may terminate the affected Assignment and request a refund of advance payments.

18.1. Entire Agreement. This Agreement, together with any Assignment briefs and platform terms, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

18.2. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

18.3. Waiver.The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party’s right to enforce that provision or any other provision in the future.

18.4. Assignment. The Creator may not assign, transfer, or delegate any rights or obligations under this Agreement without the prior written consent of Chatter Buzz. Chatter Buzz may freely assign this Agreement to any successor, affiliate, or acquirer.

18.5. Notices.All notices under this Agreement shall be in writing and sent via email to the addresses provided in the Creator’s Platform profile and to Chatter Buzz at the email address designated for legal communications. Notices are deemed received on the date sent if delivered by email, provided no delivery failure notification is received.

18.6. No Third-Party Beneficiaries.Except for Chatter Buzz’s Clients (who are intended third-party beneficiaries of Sections 7, 8, and 9), this Agreement does not create any third-party beneficiary rights.

18.7. Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.

18.8. Counterparts and Electronic Acceptance. This Agreement may be accepted electronically through the Platform. Electronic acceptance shall have the same legal force and effect as a handwritten signature.