Commentfluencer
Legal

Terms of Service

The agreement between you and Commentfluencer, Inc. covering how the marketplace, payments, and your account work.

Pre-launch draft. These documents are written in good faith but must be reviewed and approved by licensed counsel before any real-money launch. They are not legal advice.

Effective date: [to be set at launch]

These Terms of Service (the “Terms”) are a binding agreement between you (“you,” “your,” a “User”) and Commentfluencer, Inc. (“Commentfluencer,” “we,” “us,” “our”), the operator of commentfluencer.com and its related web and mobile applications, APIs, and services (collectively, the “Platform”). By creating an account, accessing, or using the Platform, you agree to these Terms, our Privacy Policy, our Acceptable Use Policy, and our FTC Disclosure Policy, each incorporated by reference.

If you do not agree to these Terms, do not use the Platform.

1. What Commentfluencer is

Commentfluencer is a two-sided marketplace that connects:

  • Brands — businesses and individuals who want to drive traffic, clicks, and conversions to their products, websites, or offers; and
  • Commenters — individuals whose social-media comments earn high engagement and who agree to drive traffic to Brands by placing tracked links (or unique promo codes) in their social profiles, bios, or comments, or by posting agreed paid placements.

Commentfluencer provides software, discovery and search tools, messaging, deal management, click/conversion tracking and attribution, a public commenter leaderboard, and payment facilitation between Brands and Commenters. Commentfluencer is a technology and facilitation platform. It is not a party to the underlying agreement between a Brand and a Commenter except as the limited payment agent described in Section 6, and except where it acts as merchant of record for card processing as described in Section 7.

1.1 We are a venue, not a party to deals

Each agreement to perform services (a “Deal”) is a direct contract between the Brand and the Commenter. Commentfluencer does not employ Commenters, does not control the content Commenters post, does not guarantee any Brand will offer a Deal or any Commenter will accept or perform one, and does not guarantee any particular volume of clicks, conversions, traffic, sales, or earnings.

2. Eligibility and accounts

2.1 Age and capacity

You must be at least 18 years old and have the legal capacity to enter into a binding contract. The Platform is not directed to anyone under 18, and we do not knowingly allow minors to register.

2.2 Account registration

You agree to provide accurate, current, and complete information and to keep it updated. You are responsible for safeguarding your login credentials and for all activity under your account. Notify us immediately at support@commentfluencer.com of any unauthorized use. We may refuse, suspend, or terminate accounts at our discretion, including for the reasons in Section 14.

2.3 Account types

You may register as a Brand, a Commenter, or both. Certain features — including payouts and campaign funding — require additional onboarding, identity verification, and acceptance of third-party agreements (see Sections 6 and 7).

2.4 Geographic availability

The Platform launches US-first. Payouts to Commenters are available only in countries supported by our payments provider. We may restrict availability by jurisdiction. You are responsible for complying with the laws of your jurisdiction.

3. The marketplace model and independent-contractor relationship

3.1 Independent contractors

Commenters are independent contractors. Nothing in these Terms creates an employment, agency (except the limited payment agency in Section 6), partnership, joint venture, or franchise relationship between Commentfluencer and any Commenter, or between a Brand and a Commenter beyond the Deal they agree to. Commenters are not employees of Commentfluencer or of any Brand. Commentfluencer does not pay wages, does not provide employee benefits, and does not withhold employment or payroll taxes. Each Commenter is solely responsible for determining and paying all taxes (income, self-employment, sales, VAT/GST, and any others) arising from amounts earned through the Platform.

3.2 Brands and Commenters deal directly

Brands set the rate, pricing model, and creative/placement requirements for each Deal, subject to the Acceptable Use Policy and applicable law. Commenters decide which Deals to accept and how to perform them, consistent with the Deal terms, these Terms, the FTC Disclosure Policy, and the rules of the relevant social platforms.

3.3 Tax forms

To receive payouts, Commenters must complete tax onboarding through our payments provider. US persons must provide a valid IRS Form W-9; non-US persons must provide the applicable Form W-8. Our payments provider issues information returns (e.g., Form 1099-K) where required by federal and applicable state thresholds. Non-US Commenters generally do not receive a US 1099. You are responsible for the accuracy of your tax information.

4. Pricing models and what counts as a billable result

4.1 Pricing models

A Deal may use one or more of the following pricing models, as agreed by the parties:

  • CPC (cost per click): the Commenter is paid for each valid click on their tracked link;
  • CPA (cost per acquisition/conversion): the Commenter is paid for each valid, confirmed conversion attributed to their link or code;
  • Flat fee: a fixed amount for an agreed placement (e.g., a sponsored comment or bio placement);
  • Promo/discount code: attribution via a unique code the Commenter shares, used where link tracking is unavailable;
  • additional models we may introduce and document over time.

4.2 Tracking is the source of truth

Commentfluencer mints unique tracked links (and/or unique promo codes) for each Deal. Clicks pass through our server-side redirect, which records the click and carries a click identifier to the Brand’s destination. Conversions are reported by the Brand via server-to-server postback, conversion pixel, or promo-code matching. Our server-side tracking and attribution records are the authoritative, billing-of-record source of truth for clicks, conversions, commissions, and payouts. Where our records and a third party’s records differ, our records control for billing purposes, absent manifest error.

4.3 What is a valid (billable) result

A click or conversion is billable only if it is valid. We may, in our reasonable discretion and using automated and manual review, exclude events that are or appear to be invalid, including:

  • duplicate, repeated, or rapid-fire clicks from the same user, device, IP, or session;
  • clicks or conversions generated by bots, automation, scripts, click farms, or incentivized traffic;
  • self-clicks or self-conversions (the Commenter or their affiliates clicking/converting their own links);
  • traffic that is invalid under industry standards (e.g., IAB-style invalid-traffic definitions), including data-center, proxy, VPN-masked, or crawler traffic where prohibited;
  • conversions later refunded, canceled, charged back, returned, or determined to be fraudulent;
  • events that violate these Terms, the Acceptable Use Policy, or applicable law.

4.4 Attribution windows and last-click

Unless a Deal specifies otherwise, conversions are attributed on a last-click basis within the attribution window configured for the Brand or Deal. Commentfluencer’s attribution logic, windows, and de-duplication rules apply and may be updated; material changes will be reflected in-product.

5. The 20% platform fee

Commentfluencer charges a platform facilitation fee of twenty percent (20%) (the “Platform Fee”). The Platform Fee is charged to the Brand and added on top of the amount payable to the Commenter. It compensates Commentfluencer for marketplace access, discovery, tracking, attribution, payment facilitation, support, and related services. It is separate from the funds passed through to the Commenter.

For a Commenter payout of P, the Brand is charged P × 1.20:

  • the Commenter receives P (their full agreed amount); and
  • Commentfluencer retains 0.20 × P as the Platform Fee.

The Platform Fee percentage is the default at the date of these Terms and may be changed prospectively with notice as provided in Section 19. Card-processing and payout fees charged by our payments provider, and any applicable taxes, may also apply.

6. Agent-of-the-payee appointment (payment facilitation)

This Section is the legal backbone of how money moves on the Platform. Read it carefully.

6.1 Appointment

By accepting these Terms, each Commenter expressly appoints Commentfluencer as its limited agent and authorized representative for the sole and limited purpose of receiving, holding (through our payments provider), and disbursing payments owed to the Commenter by Brands in connection with Deals (the “Payment Agency”). This appointment is limited to payment collection and remittance and does not make Commentfluencer the Commenter’s general agent for any other purpose.

6.2 Payment to the agent discharges the Brand

Because Commentfluencer is the Commenter’s appointed agent to receive payment, a Brand’s payment to Commentfluencer (or to our payments provider) for amounts owed to a Commenter discharges and satisfies the Brand’s payment obligation to that Commenter, just as if the Brand had paid the Commenter directly — even if Commentfluencer has not yet remitted the funds to the Commenter. The Commenter’s recourse for unremitted funds is against Commentfluencer (subject to these Terms, including hold, threshold, clawback, and fraud provisions), and not against the Brand.

6.3 Brand authorization

Each Brand acknowledges and agrees that Commentfluencer is the Commenter’s authorized payment agent and that paying Commentfluencer (or our payments provider) for amounts owed to a Commenter satisfies the Brand’s corresponding payment obligation to that Commenter.

6.4 Scope

The Payment Agency does not obligate Commentfluencer to advance, guarantee, insure, or front any funds, and does not make Commentfluencer responsible for a Brand’s failure to fund a campaign or a Commenter’s failure to perform.

7. Not a bank, not escrow, not stored value

7.1 What we are not

Commentfluencer is not a bank, money transmitter, money-services business, escrow agent, trustee, fiduciary, or custodian of funds. Commentfluencer does not hold User funds in its own bank account.

7.2 Stripe custodies funds

All funds are processed, held, and moved by our third-party payments provider, Stripe, Inc. and its affiliates (“Stripe”), under Stripe’s own licenses and regulatory authorizations. When funds are held pending disbursement, they are held in Stripe-administered balances (including segregated balances that can only be transferred to Commenters’ connected accounts, not withdrawn by Commentfluencer for general use). Commentfluencer merely directs the movement of funds that Stripe holds; it does not take custody of those funds itself.

7.3 Not escrow

The hold periods, review windows, and conditional release of funds described in these Terms are payment-timing mechanics, not an escrow arrangement. Nothing in the Platform constitutes escrow, and Commentfluencer is not an escrow agent.

7.4 Stripe Connected Account Agreement

To receive payouts, each Commenter must create and onboard a Stripe Express connected account and must accept the Stripe Connected Account Agreement (which incorporates the Stripe Services Agreement), available at https://stripe.com/connect-account/legal. That agreement is between the Commenter and Stripe and governs the Commenter’s connected account, identity verification (KYC), payouts, and tax forms. By onboarding, you agree to the Stripe Connected Account Agreement in addition to these Terms. Brands authorize card and other payments under Stripe’s applicable terms. Your use of payment features is conditioned on, and subject to, the applicable Stripe agreements; if those agreements conflict with these Terms as to the custody and movement of funds, the Stripe agreements control as to those matters.

8. Prepaid campaign balances

8.1 How balances work

Brands fund campaigns by topping up a prepaid campaign balance (“Balance”) via card or other supported method. As valid clicks and conversions accrue, and when flat-fee Deals close, the Balance draws down to cover Commenter payouts plus the Platform Fee and applicable processing fees and taxes.

8.2 Prepayment for services — not stored value

A Balance is a prepayment toward future campaign services on the Platform. It is not a deposit, not a bank balance, not e-money, and not redeemable stored value. A Balance earns no interest, is not transferable, has no cash value to the Brand except as an unspent refund as described below, and may be used only to pay for Platform services.

8.3 Refunds of unspent Balance

A Brand may request a refund of its unspent Balance (amounts not yet committed to accrued commissions, pending payouts, or closed Deals) to the original payment method, subject to verification and anti-fraud review. Amounts already accrued to Commenters, committed to pending or paid payouts, or owed as the Platform Fee or processing fees are not refundable. Processing fees already incurred may be deducted.

8.4 Dormancy and expiry

We may apply a reasonable dormancy or expiry policy to long-unused Balances, consistent with applicable law (including any applicable unclaimed-property/escheatment requirements). We will surface any expiry rules in-product.

9. Payouts: holds, thresholds, and clawbacks

9.1 Hold window

Validated commissions are held for a hold window (default: 7 days, configurable and disclosed in-product) before becoming payable. The hold allows time for refunds, chargebacks, returns, and fraud review. We may extend the hold for individual accounts or transactions under review.

9.2 Minimum payout threshold

Payable commissions are sent to the Commenter’s connected Stripe account on a periodic batch schedule (e.g., weekly) once the Commenter clears any minimum payout threshold disclosed in-product. Amounts below the threshold roll forward.

9.3 Clawback and reversal rights

You agree that Commentfluencer may withhold, deduct, offset, reverse, and claw back commissions and transfers — including by directing Stripe to reverse a transfer (reverse_transfer) or by debiting future earnings or your Balance — when:

  • the underlying sale or payment is refunded, canceled, returned, or charged back;
  • the click(s) or conversion(s) are determined to be invalid, fraudulent, bot-generated, or incentivized (Section 4.3);
  • the payout resulted from error, duplication, or a system or pricing mistake;
  • you breach these Terms, the Acceptable Use Policy, or applicable law; or
  • required by law, court order, or our payments provider.

If a clawback exceeds your available balance, you remain liable to Commentfluencer for the shortfall, and we may offset it against current or future amounts owed to you and pursue collection.

10. Refunds, chargebacks, and disputes

10.1 Merchant of record

For card processing, Commentfluencer is the merchant of record, which means refunds and chargebacks are debited from our (platform) balance and then reconciled against the responsible party under these Terms (typically resulting in a clawback under Section 9 where a Commenter has already been paid for an event later refunded or charged back).

10.2 Brand–Commenter disputes

Disputes about whether a placement was made, whether traffic was valid, or whether a Deal’s terms were met are primarily between the Brand and the Commenter. We provide tooling (tracking records, messaging history, attribution logs) and may, at our discretion, mediate, adjust commissions, freeze disputed amounts, or make a final billing determination based on our records. Our determination of valid, billable results under Section 4 is final for billing purposes, absent manifest error.

10.3 Chargeback abuse

Initiating a chargeback for amounts that are validly owed (rather than using the in-Platform dispute process) is a breach of these Terms and may result in suspension, clawback, and collection.

11. Anti-fraud and integrity

You may not engage in, facilitate, or benefit from any form of fraud or manipulation, including the prohibited conduct in the Acceptable Use Policy: bot or automated clicks, click farms, fake or purchased engagement (likes, followers, comments), self-dealing, incentivized or misrepresented traffic, conversion fraud, tracking manipulation, multiple/duplicate accounts to evade limits, and similar conduct.

We operate automated and manual fraud detection. We may, without prior notice, invalidate events, withhold or forfeit accrued commissions, reverse payouts, freeze balances, require re-verification, suspend or terminate accounts, and report unlawful activity to authorities. Commissions tied to fraudulent or invalid activity are forfeited and not payable.

12. FTC disclosure obligations for paid placements

Because Commenters are paid to post or place links/codes, both Brands and Commenters must comply with the US Federal Trade Commission’s Endorsement Guides and applicable law (and analogous rules in other jurisdictions). Commenters must clearly and conspicuously disclose the material connection with the Brand on every paid placement — for example, #ad or #sponsored, or a clear “paid partnership” label.

The detailed requirements and approved disclosure language are in our FTC Disclosure Policy, incorporated by reference. The Platform provides a disclosure helper as a convenience, but you remain solely responsible for legally adequate disclosure. Failure to disclose is a breach of these Terms and may result in withheld commissions, suspension, or termination.

13. Compliance with social-platform and third-party rules

You are solely responsible for complying with the terms of service, community guidelines, and developer/branded-content policies of the social platforms you use, including YouTube, TikTok, and Instagram/Meta, and with any applicable advertising, affiliate, spam, and consumer-protection laws. Many platforms have specific rules for paid/branded content, link placement, and disclosure; some restrict or prohibit certain promotional comments or off-platform links. Commentfluencer does not grant you any rights under those platforms’ terms and is not responsible for your violation of them. Violations of a social platform’s rules that affect the Platform may result in suspension or termination of your Commentfluencer account.

14. Acceptable use, suspension, and termination

14.1 Acceptable use

Your use of the Platform is subject to the Acceptable Use Policy. Prohibited conduct includes (without limitation) fraud and fake engagement, illegal or deceptive promotion, promotion of prohibited products, harassment, IP infringement, scraping or attacking the Platform, and circumventing tracking, fees, or security.

14.2 Our enforcement rights

We may, with or without notice, investigate, remove content, limit features, invalidate results, withhold or forfeit commissions, freeze funds, suspend, or terminate any account that we reasonably believe violates these Terms, the policies incorporated here, or applicable law, or that poses a risk to Users, Brands, the Platform, or third parties.

14.3 Your termination

You may stop using the Platform and request account closure at any time. Closure does not relieve you of obligations that accrued before closure (including clawback liability) or of provisions that survive termination (Section 22).

15. Intellectual property and licenses

15.1 Our IP

The Platform, including its software, design, logos, trademarks (including “Commentfluencer”), and content we provide, is owned by Commentfluencer or its licensors and protected by intellectual-property laws. We grant you a limited, revocable, non-exclusive, non-transferable license to use the Platform for its intended purpose, subject to these Terms.

15.2 Your content and license to us

You retain ownership of content you submit (e.g., profile information, links to your comments, messages). You grant Commentfluencer a worldwide, non-exclusive, royalty-free license to host, use, reproduce, display, and process your submitted content to operate, provide, secure, and improve the Platform, including displaying verified public-comment statistics and leaderboard rankings. You represent that you have the rights necessary to grant this license and that your content does not infringe others’ rights.

15.3 Brand creative

Brands grant Commenters and Commentfluencer a license to use Brand-provided links, codes, and creative solely to perform and facilitate the relevant Deal.

15.4 Feedback

If you give us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction.

15.5 DMCA / copyright

We respond to valid notices of claimed copyright infringement under the DMCA and may remove infringing content and terminate repeat infringers. Send notices to legal@commentfluencer.com.

16. Disclaimers

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We do not warrant that the Platform will be uninterrupted, secure, or error-free, that tracking/attribution will be perfectly accurate, or that you will achieve any particular traffic, clicks, conversions, sales, or earnings. We are not responsible for the conduct, content, performance, solvency, or legality of any Brand or Commenter, or for any social platform’s acts, omissions, or policy changes. Some jurisdictions do not allow certain disclaimers, so some may not apply to you.

17. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMMENTFLUENCER AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE TOTAL PLATFORM FEES YOU PAID OR THAT WE RETAINED IN CONNECTION WITH YOUR ACTIVITY IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100). Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

18. Indemnification

You agree to defend, indemnify, and hold harmless Commentfluencer and its officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Platform; (b) your content, links, codes, placements, or traffic; (c) your breach of these Terms or the incorporated policies; (d) your violation of any law or any third party’s rights (including intellectual-property, privacy, advertising-disclosure, and social-platform rules); (e) your tax obligations; or (f) any Deal you enter into. We may assume the exclusive defense of any matter subject to indemnification, in which case you will cooperate with us.

19. Changes to the Terms and the Platform

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice (e.g., by email or in-product notice) and update the “Effective date” above. Changes apply prospectively. Your continued use of the Platform after changes take effect constitutes acceptance. If you do not agree, stop using the Platform. We may also modify, suspend, or discontinue features of the Platform at any time.

20. Governing law and dispute resolution (arbitration)

20.1 Governing law

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules, except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions.

20.2 Informal resolution first

Before starting an arbitration, you agree to first contact us at legal@commentfluencer.com and attempt to resolve the dispute informally for at least 30 days.

20.3 Binding arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform that is not resolved informally will be resolved by final and binding individual arbitration, rather than in court, except that either party may bring an individual claim in small-claims court and either party may seek injunctive relief in court for intellectual-property or unauthorized-access matters. Arbitration will be administered by a recognized arbitration provider under its consumer/commercial rules then in effect.

20.4 Class-action waiver

You and Commentfluencer each waive the right to bring or participate in a class, collective, or representative action. Disputes will be arbitrated only on an individual basis. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) will proceed in court.

20.5 Opt-out

You may opt out of arbitration by sending written notice to legal@commentfluencer.com within 30 days of first accepting these Terms; opting out does not affect the other provisions.

21. General

  • Entire agreement. These Terms and the incorporated policies are the entire agreement between you and Commentfluencer regarding the Platform and supersede prior agreements on the subject.
  • Severability. If any provision is held unenforceable, the rest remains in effect.
  • No waiver. Our failure to enforce a provision is not a waiver.
  • Assignment. You may not assign these Terms without our consent; we may assign them (e.g., in a merger or sale).
  • Force majeure. We are not liable for failures caused by events beyond our reasonable control.
  • Relationship of the parties. Except for the limited Payment Agency, no agency, partnership, joint venture, or employment is created.
  • Notices. We may give notice by email or in-product. Legal notices to us go to legal@commentfluencer.com.

22. Survival

Sections that by their nature should survive termination — including Sections 3 (independent contractor/tax), 5–11 (fees, payment agency, fund characterization, balances, holds/clawbacks, refunds, anti-fraud), 15 (IP), 16–18 (disclaimers, liability, indemnity), 20 (dispute resolution), 21 (general), and 22 (survival) — survive termination of these Terms or your account.

23. Contact

Commentfluencer, Inc.
General support: support@commentfluencer.com
Legal / privacy / disclosures: legal@commentfluencer.com
Website: commentfluencer.com

By using Commentfluencer, you acknowledge that you have read, understood, and agree to these Terms, the Privacy Policy, the Acceptable Use Policy, and the FTC Disclosure Policy.