Terms and Conditions for Brands

1. Parties and contract documents

1.1 Who Montu is. "Montu" is the Montu Group company named in the Country Annex for the country where the Brand is incorporated or has its tax domicile. That company contracts with the Brand, invoices and collects. "Montu Group" means Montu SpA and its current or future subsidiaries and related companies.

1.2 The Agreement. The relationship between Montu and the Brand is governed by: (a) these Terms; (b) the applicable Country Annex; (c) the Privacy Policy; (d) the Enterprise Agreement, if one was signed; and (e) the Brief and the Work Orders of each Campaign (together, the "Agreement").

1.3 Order of precedence. In case of conflict, the Country Annex prevails first, to the extent local law requires it; then the Enterprise Agreement; then these Terms; then the Privacy Policy; and finally the Brief.

1.4 Acceptance. The Brand accepts the Agreement by clicking "I accept", by registering or by using the Platform. The person accepting represents that they have sufficient authority to bind the Brand and its Authorized Users.

1.5 Professional use. The Brand represents that it contracts the Services for its business or professional activity and not as a final consumer. The Services are not intended for persons under 18.

2. Definitions

• Platform: the www.montu.io website, the Brand dashboard, the Creator app, their APIs and any new functionality.
• Brand: the legal entity, or individual with a business activity, that registers a Brand Account, including agencies acting on behalf of their clients.
• Authorized User: each person to whom the Brand gives access to its Brand Account.
• Creator: a person who produces content and has an approved Creator Account.
• Campaign: the call the Brand creates on the Platform to contract Collaborations.
• Brief: the instructions, deliverables, deadlines, Budget and Usage Rights defined by the Brand for a Campaign.
• Work Order or WO: the engagement of a specific Collaboration with a Creator, which arises when the Creator accepts the award.
• Collaboration: the content (video, photo, text, audio, post or other) that the Creator delivers under a WO, including the versions, cuts and source files delivered.
• Campaign Budget: the amount the Brand allocates to pay for Collaborations.
• Wallet: the Brand's prepaid balance on the Platform.
• Plan: the subscription contracted (for example, Starter, Plus or Enterprise), with its features and price.
• Service Fee: the percentage Montu charges on the Campaign Budget spent, according to the Plan or the Enterprise Agreement.
• Usage Rights: the rights the Brand obtains over each Collaboration under article 11.
• Brand Content: the names, trademarks, logos, product images, texts, briefs and other materials the Brand uploads or delivers.
• Country Annex: the annex with the rules specific to each country.
• Enterprise Agreement: the services agreement that Montu signs separately with a Brand, usually for Enterprise accounts, with specific commercial terms.

3. What Montu does and does not do

3.1 Services. Montu provides the Brand with: (a) access to the Platform as software as a service (SaaS) to create Campaigns, find Creators, manage WOs, review Collaborations and measure results; and (b) management of the contracting and payment of Collaborations (together, the "Services").

3.2 How Creators are paid. The Brand pays Montu the Campaign Budget together with the subscription and the Service Fee, and Montu invoices the Brand for all of these items under the Country Annex. Montu pays each Creator as its supplier, against the tax document the Creator issues to Montu, once the Collaboration is approved. The Brand does not pay Creators directly for WOs contracted on the Platform (article 14).

3.3 What Montu is not. Montu is not an advertising agency responsible for creative results, nor the employer, representative or agent of the Creators, nor a financial institution, bank, e-money issuer or payment processor. Creators are independent from Montu.

3.4 No guarantee of results. Montu does not guarantee reach, views, engagement, sales or any commercial result of a Campaign. Platform metrics come partly from third parties (Meta, TikTok, YouTube and others) and are reported as those third parties provide them.

3.5 Creator vetting. Montu applies reasonable Creator review processes, but does not guarantee their identity, the authenticity of their audiences, their conduct outside the Platform, or that they will meet the Brand's expectations. The Brand is responsible for evaluating the Creators it selects.

3.6 Responsibilities between Brand and Creator. The Brand is responsible to the Creator for the Brief, for its products, for reviewing Collaborations on time and for using them within the Usage Rights. The Creator is responsible to the Brand for producing and delivering the Collaboration according to the Brief. Montu operates the Platform, invoices and pays, but is not liable for the performance of the Brand or the Creator, or for their acts or omissions.

4. Brand Account and Authorized Users

4.1 Registration. The Brand must provide true, complete and up-to-date information, including its legal name, tax ID, address and legal representative. Montu may verify the email domain, request documents, and reject or cancel registrations at its discretion, without stating a reason and without compensation.

4.2 Access. Access is through single sign-on (SSO) or other mechanisms Montu enables. The Brand is responsible for everything done from its Brand Account and for the acts of its Authorized Users as if they were its own.

4.3 Security. The Brand must immediately report any unauthorized access to hola@montu.io. Montu is not liable for losses arising from credentials compromised for reasons beyond Montu's control.

4.4 Agencies. An agency that operates Brand Accounts on behalf of clients represents that it holds sufficient authority from each client, and is jointly and severally liable with that client for the obligations under the Agreement.

5. Plans, free trial and renewal

5.1 Price. The price of each Plan is the one published on the Platform at the time of purchase or the one stated in the Enterprise Agreement, plus taxes.

5.2 Free trial. Montu may offer a 7-day free trial. If the Brand provides a payment method when registering, the Plan is activated and charged automatically when the trial ends, unless the Brand cancels it before then.

5.3 Automatic renewal. The Plan renews automatically for equal periods (monthly or annual) and is charged in advance to the registered payment method. The Brand authorizes Montu and its payment processors (for example, Rebill or Mercado Pago) to make those recurring charges.

5.4 Price changes. Montu may change prices with at least 30 calendar days' notice. The new price applies from the period following the notice. If the Brand does not agree, it may cancel before that date.

5.5 Cancellation. The Brand may cancel from the Platform or in writing to hola@montu.io. Cancellation takes effect at the end of the paid period. There are no refunds for partial periods or unused features, unless the Enterprise Agreement or the Country Annex says otherwise.

6. Wallet and Campaign Budget

6.1 What the Wallet is. The Wallet is a prepaid balance, in the currency of the Country Annex, that can only be used to pay for Collaborations, the Service Fee and other Montu charges within the Platform.

6.2 Top-up and reservation. The Brand tops up the Wallet with the enabled payment methods. The balance is credited when the payment processor confirms the transaction. When a WO is created, the Platform reserves the corresponding amount from the Wallet.

6.3 Nature. The Wallet balance is not a deposit, does not earn interest or inflation adjustments, is not e-money or a general-purpose means of payment, and cannot be transferred to another Brand.

6.4 Refund of the balance. Balance not committed to WOs is refunded only when the Agreement ends, if the Brand requests it in writing within the following 90 calendar days. The refund is made by transfer to an account in the Brand's name, less processing costs, non-recoverable taxes and any amount owed to Montu.

6.5 Promotional credits. Gift or promotional credits are non-refundable, cannot be exchanged for cash and expire on the date stated in the promotion.

6.6 Set-off. Montu may deduct from the Wallet any overdue amount the Brand owes it.

7. Service Fee, invoicing and taxes

7.1 Service Fee. Montu charges the Service Fee on the Campaign Budget spent, at the percentage set in the Plan or the Enterprise Agreement. The Fee is never calculated on the subscription.

7.2 Invoicing. Montu issues tax documents for the subscription, the Campaign Budget and the Service Fee when the Wallet is topped up or at the periodic close, according to the Plan or the Enterprise Agreement and under the Country Annex.

7.3 Taxes. Prices do not include taxes. If the law requires the Brand to withhold any tax, the Brand must pay the additional amount needed for Montu to receive the full amount invoiced, unless the Country Annex provides otherwise.

7.4 Late payment. Any amount unpaid when due accrues the maximum interest allowed by applicable law. After 5 business days' notice without payment, Montu may suspend the Brand Account, pause or cancel Campaigns, and charge reasonable collection costs.

7.5 Billing disputes. Disputes about a charge must be made in writing to hola@montu.io within 15 calendar days of the charge date. After that period, the charge is deemed accepted. Initiating a chargeback without first disputing the charge with Montu is a Material Breach.

7.6 Purchase orders. If the Brand needs a purchase order, service entry sheet (HES) or other internal document, it must provide it before the service begins. The lack of that document does not suspend or defer the obligation to pay for services rendered.

8. Campaigns and Work Orders

8.1 Brief. The Brand is solely responsible for the Brief and for it being true, complete and lawful, including claims about its products, prices, promotions, contests and regulatory requirements (for example, food, health, cosmetics, alcohol or financial services).

8.2 Selection. Automatic Creator suggestions are an aid, not a recommendation. The Brand decides whom to invite, select and award.

8.3 Binding WO. The WO becomes binding when the Creator accepts the award. From then on, its terms change only with the Creator's acceptance recorded on the Platform.

8.4 Products and gifting. The Brand ships products at its own cost and risk. Unless the Brief says otherwise, products stay with the Creator and are not returned. The Brand is responsible for the safety, quality and legality of its products.

8.5 Restricted content. Montu may reject or pause Campaigns for unlicensed gambling, tobacco and vapes, weapons, crypto-assets or unauthorized financial products, political or sexual content, products with unsubstantiated health claims, or any Campaign that in its judgment breaks the law or harms its reputation.

9. Delivery, review and approval

9.1 Delivery. The Creator delivers the Collaboration through the Platform.

9.2 Changes. The Brand may request as many changes as it needs, as long as they are within the Brief. Changes beyond the Brief require a new WO.

9.3 Deemed approval. If the Brand neither approves nor requests changes within 7 calendar days of delivery, the Collaboration is deemed approved.

9.4 Rejection. The Brand may only reject a Collaboration that does not meet the Brief. If the Brand and the Creator cannot agree, Montu reviews the case in good faith and its decision is final for Platform purposes.

9.5 Effect of approval. Upon approval, payment to the Creator is released and becomes irrevocable. Montu does not refund amounts for approved Collaborations.

10. Cancellations and breaches

10.1 Before the Creator accepts. The Brand may withdraw an award at no cost, and the reserved amount returns to the Wallet.

10.2 After acceptance and before delivery. If the Brand cancels a WO, the reserved amount returns to the Wallet. Montu pays no compensation to the Creator for the cancellation, and any claim by the Creator arising from it is the Brand's responsibility.

10.3 After delivery. A delivered WO cannot be cancelled. It is paid in full, except for a valid rejection under article 9.4.

10.4 If the Creator fails to perform. If the Creator does not deliver, or delivers something that does not meet the Brief, Montu may, at its option, reassign the WO to another Creator or return the reserved amount to the Wallet. That is the only compensation Montu owes for Creator breaches.

11. Brand rights over Collaborations

11.1 Ownership. The Creator retains authorship of the Collaboration. Once it is approved and paid, the Brand obtains the Usage Rights set out in the Brief.

11.2 Term and scope of the Usage Rights. The term and scope of the Usage Rights for each Collaboration (for example, owned social media, paid ads, Meli Clips, website, e-commerce, marketplaces or points of sale) are those stated in the Brief or the WO. Within that term and scope, the Brand may reproduce, edit, cut, subtitle, translate, adapt, publicly communicate and distribute the Collaboration, on a non-exclusive and worldwide basis. If the Brief or the WO does not state the scope, the license covers only the Brand's own social media and channels, without paid ads, for the full term of legal protection.

11.3 Ads from the Creator's account. Running ads from the Creator's account (partnership ads, whitelisting or similar) requires that the Brief says so and that the Creator authorizes it on the Platform, for the term stated in the Brief.

11.4 Exclusivity. The Collaboration is not exclusive, unless the Brief sets exclusivity and its price.

11.5 Limits. The Brand may not: (a) use the Creator's image or voice for products other than those of the Campaign; (b) use them in political, sexual or demeaning contexts; (c) attribute to the Creator statements they did not make; or (d) create, with artificial intelligence or other technology, synthetic images, voices or videos of the Creator without their written authorization.

11.6 No payment, no rights. Usage Rights arise only upon full payment of the WO. If payment is not made, Montu may require the Brand to remove the Collaboration from all media.

11.7 Brand Content. The Brand grants Montu and the awarded Creators a free license to use the Brand Content as needed to carry out the Campaign. The Brand warrants that it holds all rights to that content.

12. Marketing license in favor of Montu

12.1 License. The Brand grants the Montu Group a free, worldwide, perpetual, irrevocable and non-exclusive license, which Montu may assign and sublicense to its agencies and suppliers, to use in its own marketing: (a) the Brand's name, trademarks and logos; (b) the Collaborations of its Campaigns; (c) the Brand Content included in them; and (d) the public performance metrics of those Collaborations.

12.2 Scope. The license covers the website, social media, paid ads, case studies, presentations, sales proposals, newsletters, events and investor materials, in any format or medium existing now or in the future. It includes the right to edit, cut, subtitle, translate and combine the material with other content.

12.3 No compensation. The Brand receives no payment or compensation for this license. The license survives termination of the Agreement.

12.4 Confidential information. Montu does not publish the Brand's budgets, prices, sales or other non-public commercial data without its authorization.

12.5 Exceptions. Only a signed Enterprise Agreement may limit or exclude this license.

12.6 Service improvement. Montu may use Collaborations, Brand Content and Platform data to improve its Services, including analytics and the training of internal models, including artificial intelligence models, without publishing them beyond what this article allows.

13. Personal data

13.1 Creator data. By using the Platform, the Brand accesses Creator data (profile, audience, contact details, shipping address). The Brand processes it as an independent controller, only to manage its Campaigns and in compliance with applicable data protection law. It may not sell it, use it for other purposes, or keep processing it once it is no longer needed.

13.2 Brand data. Montu processes the data of the Brand and its Authorized Users according to the Privacy Policy.

14. Deliveries and payments only through the Platform

14.1 Deliveries. Every Collaboration under a WO is delivered, reviewed and approved through the Platform. A delivery through any other channel does not count for approval or payment.

14.2 Payments. Every cash payment to a Creator for a Collaboration contracted on the Platform is made through the Platform. The Brand may not pay those Creators in cash directly or through third parties. The Brand ships products directly, under article 8.4.

14.3 Suspension or removal. Montu reserves the right to suspend or remove Brands and Creators that do not comply with these Terms or the WOs.

15. Confidentiality

Each party will keep the other's non-public information (prices, commercial terms, unreleased Briefs, unpublished Platform features) confidential and will use it only to perform the Agreement. This obligation lasts 3 years after termination. It does not cover information that is public, already known, independently developed, or that must be disclosed by order of an authority.

16. Prohibited uses

The Brand may not: (a) use the Platform for unlawful or misleading purposes; (b) scrape, data-mine or use bots; (c) decompile or copy the software; (d) circumvent security measures; (e) sell, assign or sublicense its account; (f) harass, discriminate against or harm Creators; (g) request content that infringes third-party rights or advertising rules; or (h) publish false or manipulated reviews of Creators.

17. Suspension and termination

17.1 By Montu. Montu may suspend or remove the Brand Account, pause Campaigns or withhold balances while it investigates, in the event of a breach, a reasonable suspicion of fraud, an order from an authority, or a risk to the Platform or to third parties.

17.2 Material Breach. Montu may terminate the Agreement immediately, without compensation, in the event of a Material Breach. Material Breaches include, among others: non-payment, fraud, false information, paying for or delivering Collaborations outside the Platform (article 14), unauthorized use of Montu's trademarks, a chargeback without a prior dispute, and prohibited uses.

17.3 Without cause. Either party may terminate the Agreement without cause with 30 calendar days' notice.

17.4 Effects. Upon termination: (a) accepted WOs are terminated and paid or refunded under article 10; (b) the Brand must pay all amounts owed; (c) the Brand keeps the Usage Rights to paid Collaborations; and (d) the license in article 12 and articles 11, 13, 14, 15 and 18 to 27 remain in force.

18. Brand representations and warranties

The Brand represents and warrants that: (a) it validly exists and has authority to contract; (b) the Brand Content and the Brief do not infringe third-party rights; (c) its products and Campaigns comply with applicable law, including advertising and consumer protection rules; and (d) it will pay the taxes that apply to it.

19. Disclaimer of warranties

The Platform and the Services are provided "as is" and "as available". To the extent permitted by law, Montu disclaims all express or implied warranties, including uninterrupted or error-free operation, fitness for a particular purpose and results. Montu is not liable for failures of third parties (social networks, payment processors, cloud or internet providers) or for changes to their APIs or policies.

20. Limitation of liability

20.1 Excluded damages. Montu is not liable for indirect or unforeseeable damages, lost profits, loss of opportunities, data or reputation, or for non-economic (moral) damages.

20.2 Cap. Montu's total liability for all claims arising from the Agreement does not exceed the sum of the subscription and the Service Fee actually paid by the Brand in the 6 months before the event giving rise to the claim. The Campaign Budget paid to Creators is not counted toward this cap.

20.3 Exceptions. These limits do not apply to Montu's willful misconduct or gross negligence, or where applicable law prohibits them.

20.4 Time limit for claims. Any claim against Montu must be filed within 6 months of the event giving rise to it, to the extent permitted by law.

21. Indemnity

The Brand will indemnify, hold harmless and defend the Montu Group, its partners, directors, employees and suppliers against any third-party claim, fine, penalty or lawsuit (including from Creators, consumers and authorities), and reasonable attorneys' costs and fees, arising from: (a) its products or Campaigns; (b) the Brief or the Brand Content; (c) the use of Collaborations beyond the Usage Rights; (d) breach of the Agreement or of the law; or (e) the acts of its Authorized Users. Montu will give notice of the claim and may take on its own defense.

22. Force majeure

Neither party is liable for failures caused by events beyond its reasonable control: natural disasters, pandemics, power or internet outages, cyberattacks, acts of authority, or changes to or outages of third-party platforms. This clause does not excuse payment obligations.

23. Changes to these Terms

Montu may change these Terms. Material changes will be notified at least 30 calendar days in advance, by email or within the Platform, and will require the Brand's express acceptance. If the Brand does not accept them, it may terminate the Agreement before they take effect, at no cost. Changes that do not affect the Brand's rights, or that are required by law, apply from their publication.

24. Assignment

Montu may assign the Agreement to any Montu Group company or to whoever acquires its business. The Brand may not assign the Agreement without Montu's written authorization.

25. Notices

Notices are sent by email to the addresses registered on the Platform, or to hola@montu.io in Montu's case. The parties recognize the validity of electronic acceptance and electronic signature.

26. General provisions

If a clause is void, the rest remains in force and the clause is adjusted to the closest terms the law allows. Not exercising a right does not mean waiving it. The parties are independent, and the Agreement does not create a partnership, general mandate, agency or employment relationship. If there are translations, the Spanish version prevails.

27. Governing law and jurisdiction

The Agreement is governed by the law of the country of the applicable Country Annex, and disputes are resolved before the courts or through the mechanism that Annex indicates.