Kloutforce — Terms & Conditions
Effective date: October 30, 2025

These Terms & Conditions (“Terms”) govern your access to and use of the Kloutforce website, apps, services, and other products (collectively, the “Services”) provided by Kloutforce, Inc. (“Kloutforce”, “we”, “us”, or “our”). By accessing or using the Services you agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Services.

1. Who may use the Services
You must be at least 18 years old to use the Services. By using the Services you represent and warrant that you are of legal age in your jurisdiction and have full authority to enter into these Terms. Certain features (including investment opportunities) may be limited to accredited or qualified investors and require additional verification.

2. Account registration & security
2.1 Account. To use certain features you must register for an account and provide accurate, current, and complete information. You agree to promptly update your account information if it changes.
2.2 Security. You are responsible for maintaining the confidentiality of your account credentials and any activity under your account. Notify us immediately of any unauthorized use. Kloutforce is not liable for losses due to compromised credentials unless caused by our breach.

3. Identity verification, KYC and Tax Forms
3.1 KYC & AML. We may require identity verification, KYC (Know Your Customer) checks, sanctions/PEP screening, and source-of-funds documentation for creators, brands, and investors. These checks may be performed by Kloutforce or third-party providers. You consent to these checks as a condition of certain Services (including accepting payments, receiving payouts, and participating in investment offerings).
3.2 Tax forms. U.S. persons must supply a completed W-9; non-U.S. persons must supply the appropriate W-8 form. You authorize Kloutforce to share tax forms and KYC documentation with payment processors, banking partners, and tax authorities where required.
3.3 Retention. We will retain KYC and tax records as required by law.

4. Investment offers & securities
4.1 Private offerings. Any investment opportunities posted on the Services are private placements and offered subject to separate subscription documents, investor agreements, and applicable securities laws. Nothing on the Services constitutes an offer to sell or a solicitation to buy securities except pursuant to a definitive written agreement.
4.2 Accreditation & restrictions. Participation in certain investment rounds may be limited to accredited investors or otherwise qualified persons. You must provide requested documentation to verify status, and you acknowledge that failure to do so may prevent you from participating.
4.3 No public solicitation. You agree not to use the Services to publicly solicit investors or otherwise circulate offers outside permitted communications.
4.4 Transfer restrictions. Shares or other securities purchased through the Services may be subject to transfer restrictions, legends, and holding periods. Check your subscription agreement for details.

5. Creator & Brand participation
5.1 Eligibility & vetting. Creators and brands must meet Kloutforce eligibility standards. We may vet applicants for authenticity, quality, and compliance. We may refuse, suspend or remove accounts that fail vetting or violate these Terms.
5.2 Content standards. Creators and brands must not promote illegal goods or services, false claims, or content that violates third-party rights. Follow the platform’s content guidelines and local laws when posting.
5.3 Commissions & payouts. Commission rates, discounting, and payout cadence are defined in the platform and the relevant brand/creator agreements. Kloutforce may charge a platform fee as disclosed during onboarding. Final payment to creators is conditional on successful payments clearing and passing KYC where required.

6. Payments, fees, and refunds
6.1 Payment processing. We use third-party payment processors (e.g., banks, Wise, Stripe) to accept payments and to pay creators/brands. We do not store full payment card information unless explicitly stated.
6.2 Fees. Kloutforce may charge fees for platform services, processing, management, and any optional premium tools. Fees will be disclosed in the applicable workflow, terms, or invoice.
6.3 Refunds. Refunds are handled according to the merchant/brand’s policy. If a merchant authorizes a refund, we will process it according to the payment processor’s rules. For disputes, follow the in-app dispute process and contact support.

7. Intellectual Property
7.1 Our IP. Kloutforce owns the Services and all related intellectual property, trademarks, logos, code, and designs. Except for the limited rights granted below, no right, title or interest is transferred to you.
7.2 User content. You retain ownership of content you post (catalogs, descriptions, images), but grant Kloutforce a worldwide, royalty-free, sublicensable license to host, display, reproduce, adapt, and distribute such content to provide the Services. You represent you have the right to grant this license.
7.3 DMCA & takedown. If you believe content infringes your rights, follow our DMCA takedown procedure set out in the Help center.

8. Prohibited uses
You may not: (a) use the Services to engage in unlawful activity; (b) scrape, copy, or reverse-engineer the Services; (c) impersonate others or provide false information; (d) interfere with platform operations or security; or (e) circumvent any access controls.

9. Disclaimers & no warranties
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” KLOUTFORCE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE PROFITS, SUCCESS OF OFFERS, OR ACCURACY OF THIRD-PARTY CONTENT.

10. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, KLOUTFORCE AND ITS AFFILIATES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION ARISING FROM YOUR USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY IS LIMITED TO THE AMOUNT YOU PAID KLOUTFORCE IN THE 12 MONTHS PRIOR TO THE CLAIM, OR $100, WHICHEVER IS GREATER.

11. Indemnification
You agree to indemnify and hold Kloutforce, its officers, directors and agents harmless from any claim, loss, liability, or expense (including reasonable attorneys’ fees) arising from your breach of these Terms, your violation of law, or your user-generated content.

12. Modifications, suspension & termination
12.1 Modifications. We may modify or discontinue features of the Services at any time. We will post notices of material changes where appropriate.
12.2 Suspension/termination. Kloutforce may suspend or terminate accounts for violations, suspected fraud, legal compliance, or security reasons. Upon termination, certain provisions (Sections 4, 6, 7, 9–12, 14–17) survive.
12.3 Effect of termination. Termination does not relieve you of obligations incurred prior to termination, including payment obligations and indemnities.

13. Dispute resolution & governing law
13.1 Governing law. These Terms are governed by the laws of jurisdiction — State of UTAH, USA, without regard to choice-of-law rules.
13.2 Dispute resolution. Parties will attempt to resolve disputes informally. If that fails, disputes will be resolved in the courts located in [county, state] (or through binding arbitration if you wish to prefer arbitration — insert arbitration clause if desired). Consult counsel to choose the optimal dispute mechanism for your jurisdiction.

14. International users & export controls
The Services may be subject to export and import laws. You agree not to use the Services in a manner that violates applicable export laws.

15. Third-party services & links
The Services may link to third-party sites or use third-party services (payment processors, KYC providers, analytics). We are not responsible for third-party practices. Your use of third-party services is subject to their terms.

16. Privacy
Our collection and use of personal information is governed by our Privacy Policy, available at [link to Privacy Policy]. By using the Services you consent to the Privacy Policy.

17. Notices
We may provide notices by email or by posting on the Services. Send legal notices to: info@kloutforce.com.

18. Severability & waiver
If any provision is held invalid, the remainder will remain in effect. Kloutforce’s failure to enforce any right is not a waiver of that right.

19. Entire agreement
These Terms, together with the Privacy Policy and any additional terms you accept when using particular features (e.g., subscription/investor agreements), constitute the entire agreement between you and Kloutforce.

20. Contact
Kloutforce, Inc.
494 S Main Street 235
Heber City, Utah
84032 USAi
Email: Info@kloutforce.com

Legal disclaimer: This Terms & Conditions draft is a starting point and does not constitute legal advice. Please have qualified counsel review and adapt it to reflect your corporate structure, local regulations (including securities law if you’re soliciting investments), and chosen dispute-resolution approach before publishing.