Effective Date: January 1st, 2025
Welcome to Sludge AI (FanSpy LLC) (“FanSpy,” “we,” “us,” or “our”). We operate a platform that connects advertisers (“Advertisers”) with social media account owners or influencers (“Account Owners”) for the purpose of purchasing advertisements, sponsored posts, and other promotional content (“Services”).
By accessing or using our website or Services, you (“User” or “you”) agree to be bound by these Terms of Service, our Privacy Policy, and any additional terms and conditions that may apply. If you do not agree to these Terms, do not use our Services.
1. Definitions
“Platform” refers to the FanSpy-owned website(s), mobile application(s), and any related services or software used to facilitate the connection between Advertisers and Account Owners.
“Advertiser” refers to any individual or entity purchasing advertising services or collaborating with Account Owners through the Platform.
“Account Owner” refers to any individual or entity that owns or manages a social media account, channel, blog, or other online property that is eligible to serve advertisements or promotional content.
“User” refers to both Advertisers and Account Owners, as well as any visitor to our Platform.
2. Eligibility
You must be at least 18 years of age (or the age of majority in your jurisdiction) to use the Platform.
By registering for an account, you represent and warrant that all information provided is truthful, accurate, and complete.
FanSpy may suspend or terminate your account if we have reason to believe that the information you provided is false, incomplete, or otherwise violates these Terms.
3. Account Registration & Security
Account Setup: Users must create an account by providing a valid email address, password, and any other required information.
Security: You are responsible for maintaining the confidentiality of your account login information and for all activities that occur under your account. You agree to immediately notify FanSpy of any unauthorized access or use of your account.
Account Responsibility: You shall not share or transfer your account to any third party without our written consent.
4. User Obligations and Conduct
Compliance with Laws: You agree to comply with all applicable laws, regulations, and industry standards when using the Platform or engaging in advertisement or promotional activities.
Prohibited Content: You agree not to post, upload, or make available content that:
Is unlawful, deceptive, or fraudulent;
Promotes illegal activities;
Infringes on intellectual property rights of others;
Is hateful, harassing, or discriminatory;
Contains nudity, graphic violence, or any content that is otherwise inappropriate or offensive in FanSpy’s sole discretion.
No Interference: You shall not use the Platform in any manner that could damage, disable, overburden, or impair FanSpy’s servers or networks, or interfere with any other party’s use of the Platform.
Reporting Violations: You agree to promptly report to FanSpy any content or behavior that you believe violates these Terms.
5. Service Description and Disclaimer
Platform Role: FanSpy serves as a neutral venue that allows Advertisers and Account Owners to discover each other and arrange for the purchase and delivery of advertising or promotional services. FanSpy does not control or guarantee the quality, safety, truth, accuracy, or legality of any content or advertisement.
No Endorsement: FanSpy does not endorse any specific Advertiser, Account Owner, or content posted or made available through the Platform.
6. Payment Terms
Payment Processing:
Payments from Advertisers for advertising or promotional services may be processed through third-party payment service providers.
Account owners must have a minimum balance of at least $100 USD for FanSpy to distribute payments to Account Owners.
FanSpy may collect payments on behalf of Account Owners and then distribute those payments to Account Owners, subject to these Terms and any applicable third-party payment processing terms.
Fees:
FanSpy may charge a service fee or commission on transactions made through the Platform. The applicable fee will be disclosed prior to or at the time of any transaction.
You agree to pay all fees, charges, and applicable taxes associated with your use of the Platform.
Payment Schedule:
FanSpy will typically remit payments to Account Owners on a predetermined schedule (e.g., weekly, bi-weekly, or monthly), as disclosed on the Platform.
Payment timelines may vary based on the location of the Account Owner, the volume of transactions, and the payment method selected.
Right to Withhold Payments:
Violation of Terms: FanSpy reserves the right, at its sole discretion, to withhold, forfeit, or delay any payments owed to an Account Owner if we believe you have violated these Terms, engaged in fraudulent or illegal activity, or otherwise acted in a manner that could harm FanSpy or other Users.
Investigation: In the event of any dispute, suspected fraud, chargeback, or other concern, FanSpy may withhold payments until the matter is resolved, and reserves the right to involve law enforcement or other regulatory agencies if appropriate.
No Liability: FanSpy shall not be liable to the Account Owner for withholding or forfeiting payments in good-faith reliance on these Terms or its own investigation.
Refunds and Chargebacks:
If an Advertiser is entitled to a refund or issues a chargeback, FanSpy may deduct any refunded or charged-back amounts (plus any associated fees) from future payments owed to the Account Owner.
Account Owners agree to cooperate with FanSpy’s and/or the payment processor’s investigation of chargebacks and refunds.
Taxes:
Each User is responsible for determining and paying any taxes, duties, or levies imposed by all governmental authorities, including sales, use, value-added, and withholding taxes.
7. Intellectual Property
FanSpy IP: All logos, trademarks, service marks, and copyrighted material on the Platform (excluding User-generated content) are the sole property of FanSpy or its licensors. Users may not use any of FanSpy’s intellectual property without our prior written consent.
User Content: By posting or making available any content through the Platform, you grant FanSpy a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, display, reproduce, and distribute such content for the purpose of operating and marketing the Platform.
8. Termination
Termination by FanSpy: We may suspend or terminate your account or access to the Platform at any time, with or without notice, for any reason, including but not limited to a breach of these Terms.
Termination by You: You may terminate your account at any time by following the instructions within your account settings or contacting us directly.
Effect of Termination:
Upon termination, all rights granted to you under these Terms will immediately cease.
Any outstanding obligations to pay fees (including owed amounts, damages, or penalties) shall survive termination.
Withholding of Funds: If your account is terminated due to a violation of these Terms or suspected illegal activity, FanSpy reserves the right to withhold or forfeit any unpaid earnings to offset potential damages or liabilities.
9. Disclaimers
No Warranty: The Platform and Services are provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, FanSpy disclaims all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
No Guarantee of Results: FanSpy does not guarantee the success of any advertising campaign or that Advertisers or Account Owners will generate any specific level of income or traffic.
10. Limitation of Liability
Indirect Damages: To the maximum extent permitted by law, FanSpy shall not be liable for any indirect, consequential, special, incidental, or punitive damages, including loss of profit, revenue, or data.
Aggregate Liability: In no event shall FanSpy’s aggregate liability for any claim arising out of or related to these Terms exceed the total amount of fees received by FanSpy from the User in the six (6) months preceding the event giving rise to the claim.
11. Indemnification
You agree to indemnify, defend, and hold harmless FanSpy and its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
Your use of the Platform;
Your breach of these Terms;
Your violation of any rights of a third party;
Any content you post, upload, or make available through the Platform.
12. Governing Law & Dispute Resolution
Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of [State], without regard to conflict of law principles.
Arbitration: Any dispute arising out of or related to these Terms or the use of the Platform shall be resolved through binding arbitration in North Carolina, in accordance with the rules of the American Arbitration Association. By using the Platform, you agree to waive any right to a jury trial or to participate in a class action.
Injunctive Relief: Nothing in this section shall limit FanSpy’s right to seek injunctive or equitable relief in any court of competent jurisdiction to prevent irreparable harm.
13. Miscellaneous
Entire Agreement: These Terms, along with any policies or guidelines incorporated by reference, constitute the entire agreement between you and FanSpy regarding your use of the Platform and supersede all prior agreements.
Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions, and the remaining provisions shall remain in full force and effect.
Waiver: The failure of FanSpy to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.
Assignment: You may not assign or transfer these Terms or any rights or obligations herein without the prior written consent of FanSpy. FanSpy may assign these Terms at any time without notice.
Relationship: No joint venture, partnership, employment, or agency relationship exists between you and FanSpy as a result of these Terms or your use of the Platform.
Contact Information: If you have any questions about these Terms or otherwise need to contact us for any reason, please email us at support@sludge.ai.
By creating an account or otherwise using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.
Last Updated: January 1st, 2025