Terms of Service

Welcome to Klout!

GreyInvent Technologies Limited ("Klout", "we", "us", or "our") provides its services, as described in these Terms of Service, to you through its website located at https://www.kloutco.com and through its related platforms, mobile applications, software, products, APIs, dashboards, and payment features (collectively, the "Platform"). Please read these Terms of Service (the "Terms") carefully because they contain important information about your legal rights, remedies, and obligations, and form a legally binding agreement between you and us.

Klout is a creator business platform that connects creators and brands. Our services include tools that enable creators to build professional profiles, showcase portfolios, connect social media accounts, publish rate cards, create storefronts, negotiate and manage brand campaigns, issue invoices, and receive payments; and tools that enable brands to discover creators, run campaigns, manage deliverables, and make payments together with other products or services we may make available from time to time through the Platform.

Klout acts as a technology platform that facilitates interactions between creators and brands. Except where expressly stated, Klout is not a party to agreements entered into between creators and brands, and is not an employer, agent, talent agency, or representative of any user.

By accessing or using the Platform or any of our Services, you agree to be bound by these Terms, including our Privacy Policy and any other policies, guidelines, or agreements referenced in or incorporated into these Terms ("Related Agreements"), all of which form part of this binding agreement between you and Klout governing your access to and use of the Platform and our Services.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY GOVERN YOUR USE OF THE PLATFORM AND SERVICES. DO NOT ACCESS OR USE THE PLATFORM OR THE SERVICES IF YOU DO NOT AGREE TO THESE TERMS.

"Applicable Laws" means all applicable laws, rules, regulations, regulatory requirements, and other binding requirements of any competent governmental, regulatory, or supervisory authority.

"Brand" means any user, business, or entity that accesses the Platform to discover, engage, or pay Creators for Campaigns.

"Campaign" means an engagement between a Creator and a Brand facilitated through the Platform.

"Campaign Agreement" means the terms accepted by a Creator and a Brand in respect of a Campaign, including deliverables, deadlines, payment, usage rights, exclusivity, and cancellation terms.

"Creator" means any user who offers content creation, promotion, or related services through the Platform.

"Digital Assets" means supported digital currencies or stablecoins (such as USDC) accepted from time to time solely as a method of funding a Wallet, as described in these Terms. Klout does not hold, custody, or provide wallets for Digital Assets.

"Services" means the products, services, features, functionalities, software, tools, integrations, and related offerings made available by Klout through the Platform from time to time.

"Wallet" means the stored-value account functionality made available within the Platform.

"You" and "your" mean any person or entity that accesses or uses the Platform or the Services.

Klout reserves the right to amend, update, modify, or replace these Terms at any time. Where we make material changes, we will notify you by posting the updated Terms on the Platform, by email, through your account, or by any other reasonable means, and where practicable, in advance of the changes taking effect.

Any changes to these Terms will take effect from the date stated in the updated version, unless otherwise specified. Your continued access to or use of the Platform or the Services after the effective date of any updated Terms constitutes your acceptance of those changes.

If you do not agree to any modification to these Terms, you must stop using the Platform and the Services.

We offer a range of products and services connected to the Platform, including:

Creator Business Tools

Profiles and Portfolios: Creators can build professional profiles, showcase portfolios and media kits, and publish rate cards.

Storefronts: Eligible Creators can create storefronts to offer products or services through the Platform.

Connected Analytics: Where users connect supported social media accounts, the Platform may display performance metrics such as followers, engagement, reach, audience demographics, impressions, and views. Analytics depend on third-party platform APIs, and Klout does not guarantee their accuracy, completeness, or timeliness.

Invoicing: Creators can generate and issue invoices in connection with Campaigns and other permitted engagements.

Marketplace and Campaign Management

Discovery and Matching: Brands can discover and invite Creators, and the Platform may recommend Creators and Campaigns using automated and AI-assisted systems.

Campaigns and Deal Agreements: Creators and Brands can negotiate, accept, and manage Campaigns, including deliverables, deadlines, revisions, usage rights, exclusivity, and cancellation terms.

Payments and Money Movement

Campaign Payments: The Platform facilitates payments between Brands and Creators through licensed third-party payment providers and partner financial institutions, and payments may be held pending agreed release conditions as described in these Terms.

Wallets: Eligible users may access multi-currency Wallet functionality, including currency conversion at disclosed rates.

Digital Asset Funding: Where available, eligible users may fund their USD Wallet using supported Digital Assets (such as USDC on the Base network). Deposited Digital Assets are converted to USD by Klout's licensed partner at the time of deposit; Klout does not hold Digital Assets or provide Digital Asset wallets.

Payouts: Eligible users may withdraw available balances to verified accounts, subject to verification and compliance checks.

Subscriptions and Premium Tools Certain features may be offered under paid subscription plans or as premium tools, subject to the fees and subscription terms in these Terms.

Certain products or services may be subject to separate onboarding processes, additional eligibility requirements, or product-specific terms.

Eligibility and Responsibility. You may use the Platform either as an individual, where permitted, or on behalf of a business, brand, agency, or other entity. If you are using the Platform as an individual, you must be at least 18 years old (or the age of majority in your jurisdiction, if higher) and have the legal capacity to agree to these Terms.

If you are using the Platform on behalf of a company, brand, agency, or other entity, you represent and warrant that you have authority to bind that entity to these Terms, and references to "you" and "your" in these Terms will apply to both you and that entity, where applicable.

You must not be located in, or a resident of, a jurisdiction subject to comprehensive sanctions, and must not be named on any applicable sanctions or restricted-party list.

You agree to provide accurate, complete, and up-to-date information, keep your login credentials secure and confidential, remain responsible for all activity under your account, and notify us promptly of any unauthorised access or suspected breach. All personal data and account information collected in connection with your account are governed by our Privacy Policy.

Registration and Onboarding. You must register for a Klout account to access the Services. Registration and onboarding requirements may vary depending on whether you register as a Creator or a Brand and the features you use. We may require different information, documents, or verification steps — including KYC (Know Your Customer) verification — depending on the Services requested and any applicable legal, regulatory, compliance, risk, or operational requirements. You must maintain only one account unless expressly permitted by Klout.

Creator Accounts. Creators may build portfolios, publish rate cards, connect social platforms, create storefronts, receive Campaign invitations, negotiate Campaigns, issue invoices, and receive payments. Creators are independent businesses and are solely responsible for: their own tax obligations, including registration, filing, and remittance in their jurisdiction; disclosure of sponsored content in accordance with Applicable Laws and platform rules (including clear labelling such as #ad where required); the accuracy of analytics and metrics they present; ownership of, or rights to, uploaded content; and delivering Campaign requirements as agreed. Nothing in these Terms creates an employment, agency, or partnership relationship between any Creator and Klout.

Brand Accounts. Brands may discover Creators, invite Creators, negotiate deals, manage Campaigns, make payments, and review deliverables. Brands are solely responsible for: lawful advertising and marketing practices; Campaign compliance with Applicable Laws in every market a Campaign targets; respecting intellectual property rights; timely payment of agreed amounts; and truthful, complete Campaign briefs.

Account Security and Verification. You must not share your account with another person or use another person's account without authorisation. We may request additional information or documentation at any time to verify your identity, business, authority, eligibility, transactions, or use of the Platform, including for fraud prevention, security, compliance, or legal purposes. We may suspend access to your account or certain features while verification or review is pending.

Updating Your Information. You are responsible for ensuring that the information associated with your account, including KYC information and payout details, remains accurate, complete, and current at all times.

Account Deletion. You may close your account at any time through the in-app account deletion feature or by contacting support@kloutco.com. Upon deletion: your access to the Services ends; pending Campaign obligations and unpaid fees survive; you should withdraw available Wallet balances before deletion, subject to verification and Applicable Laws; and certain records will be retained as required by law, as described in our Privacy Policy.

Campaigns become binding once both parties accept the agreed deliverables. Campaign terms may include deliverables, deadlines, revision rounds, payment amount and currency, content usage rights, exclusivity, and cancellation terms.

Klout facilitates Campaign management but does not guarantee Campaign outcomes, Creator performance, or Brand payment beyond the payment mechanisms described in these Terms.

Prohibited Campaign Categories. Campaigns may not promote illegal products or services; weapons; unlicensed financial products or investment schemes; deceptive or fraudulent offers; adult sexual content; or age-restricted products marketed to general audiences. Klout may reject or remove any Campaign at its discretion, including Campaigns in regulated categories (such as alcohol, gambling, betting, or pharmaceuticals) that fail to evidence required licences or appropriate targeting controls.

Disputes Between Creators and Brands. Klout may provide dispute resolution tools but is not obligated to determine fault. Users remain responsible for resolving disputes arising from Campaign performance unless Klout expressly acts as a mediation service for the Campaign. Klout may, at its discretion, withhold disputed Campaign funds until the dispute is resolved between the parties or by a competent authority.

You may use the Platform and our Services only for lawful purposes and only in accordance with these Terms, any applicable product-specific terms, and all Applicable Laws.

You agree to use the Platform only for your own legitimate personal, business, or organisational purposes, as applicable, and only in connection with activities that are authorised by Klout.

You must not use the Platform or any of our Services to:

• engage in any unlawful, fraudulent, deceptive, or misleading activity;
• create, present, or maintain fake creator metrics, manipulate analytics, or purchase fake followers or engagement to deceive Brands or other users;
• create fake Campaigns or use Campaigns to disguise transactions unconnected to genuine creator services;
• circumvent Klout's fees by moving a platform-originated engagement off the Platform where the applicable Campaign Agreement requires payment through the Platform;
• violate any Applicable Law, sanctions requirement, anti-money laundering or counter-terrorist financing rule, advertising standard, or payment scheme rule;
• infringe the intellectual property, privacy, data protection, or other rights of Klout or any third party;
• interfere with, disrupt, compromise, or attempt to gain unauthorised access to the Platform, any account, system, network, or data connected to the Platform;
• use the Platform in a manner that could harm Klout's operations, security, reputation, users, payment partners, or service providers;
• introduce viruses, malware, harmful code, or any other technology intended to damage, disrupt, intercept, or expropriate any system or data;
• copy, reproduce, modify, distribute, reverse engineer, decompile, scrape, or otherwise exploit any part of the Platform except as expressly permitted by Klout or by Applicable Law;
• transmit, publish, or distribute any false, misleading, defamatory, abusive, hateful, obscene, or otherwise objectionable content, or harass, threaten, or abuse other users;
• impersonate any person or entity, use another person's account without authorisation, or allow any unauthorised person to access or use your account;
• circumvent, disable, or interfere with any security feature, access control, verification measure, or usage restriction implemented by Klout; or
• use the Platform in any way that is inconsistent with the purpose for which the relevant Service is provided, including to build a competing product.

Klout reserves the right to investigate any actual, suspected, or attempted misuse of the Platform or Services and may suspend, restrict, or terminate access, remove content, block transactions, withhold settlements where permitted, or take any other action reasonably necessary to protect Klout, its users, partners, or the integrity of the Platform.

Fees. You agree to pay all fees, charges, and other amounts applicable to your use of the Platform and any Services, as set out in any applicable pricing schedule, product-specific terms, or disclosure made before you incur the fee. Fees may include subscription fees, premium tool fees, Campaign service fees, payment processing fees, and currency conversion fees. Unless otherwise stated in writing or required by law, fees charged in connection with a transaction are non-refundable, including where the transaction is later refunded, reversed, disputed, or charged back.

Klout may change any fees or pricing applicable to the Platform or the Services prospectively with notice. Your continued use of the Platform or the Services after such change takes effect constitutes your acceptance of the revised pricing.

Subscriptions and Auto-Renewal. Paid subscriptions renew automatically at the end of each billing period at the then-current price unless cancelled before the renewal date. You may cancel at any time in your account settings; cancellation takes effect at the end of the current billing period, and no partial-period refunds are provided except where required by law. Where a subscription is purchased through the Apple App Store or Google Play, billing, renewal, cancellation, and refunds are managed by Apple or Google under their terms.

Payment Facilitation and Holds. Klout facilitates payments between Brands and Creators through licensed third-party payment providers and partner financial institutions. Klout is not a bank, and Wallet balances are not bank deposits. Funds held in connection with the Services are held with our partners. For Campaigns paid through the Platform, Brand payments may be held until agreed release conditions are met (such as acceptance of deliverables or expiry of a review period). Except where expressly stated, this hold mechanism is a payment-scheduling feature and Klout does not act as a licensed escrow agent or trustee.

Payouts and Settlement. Payout timing depends on identity verification, payment partner processing times, and Applicable Laws. Failed or incomplete verification may delay payouts. Payouts may be made to any valid bank account, wallet, or other supported settlement destination that passes Klout's and its payment partners' verification and validation checks. You are responsible for ensuring that the account details you provide are accurate, and Klout is not liable for funds sent to an incorrect destination based on details you supplied. Klout may decline, delay, or reverse a payout to any destination where reasonably required for fraud prevention, sanctions screening, verification, compliance, or legal or regulatory reasons.

Chargebacks. You acknowledge that transactions may be refused, reversed, reclaimed, or charged back by banks, payment schemes, payment partners, regulators, or other financial institutions in accordance with Applicable Laws or industry rules. You remain responsible for all chargebacks, disputes, fines, penalties, losses, and costs arising from your transactions or your use of the Platform, except to the extent directly caused by Klout's gross negligence, fraud, or wilful misconduct. Where any chargeback, dispute, or similar adjustment arises, Klout may deduct the relevant amount and any applicable fee from funds due to you, debit your Wallet or related balance, delay or withhold settlement, or require immediate reimbursement of any resulting negative balance.

Taxes and Withholding. Amounts payable through the Services may be subject to taxes, including withholding tax and value added tax, under Applicable Laws. Where Klout or its payment partners are required by law to withhold and remit tax from a payment, the amount received by the payee will be net of such withholding, and evidence of remittance will be made available where required. Each user remains responsible for their own tax affairs, and nothing in these Terms constitutes tax advice.

Refunds. Refunds between Creators and Brands are governed by the applicable Campaign Agreement. Any refund processed by Klout will be subject to Applicable Laws, payment partner requirements, available funds, and any review or verification procedures Klout may require. Klout is not responsible for the underlying services or deliverables provided by any Creator or Brand, and users remain solely responsible for their refund obligations to each other unless otherwise required by law.

Reversals. Klout may reverse, reject, withhold, suspend, or cancel any transaction, payout, or settlement where reasonably required for fraud prevention, security, compliance, technical error correction, legal or regulatory reasons, or any actual or suspected breach of these Terms.

Survival. Your liability for all fees, chargebacks, refunds, reversals, losses, costs, and recovery obligations under this section shall survive the suspension or termination of your account, these Terms, or any Related Agreement.

Multi-Currency Wallets. Currency conversion is performed at rates disclosed at the time of conversion and may include a conversion fee or spread. Wallet services are provided through licensed partners as described above.

Digital Assets Funding. Where the Services support funding a Wallet using Digital Assets (such as USDC on the Base network), the following applies:

Klout does not hold Digital Assets. Klout does not provide Digital Asset wallets, does not custody Digital Assets, and does not offer any exchange, trading, investment, or storage service for Digital Assets. Digital Assets are accepted solely as a method of funding your Wallet.

Conversion on deposit. Digital Assets deposited to a supported deposit address are received and converted to USD (or another supported fiat currency) by Klout's licensed partner at the applicable rate at the time of deposit. Your Wallet balance is denominated in fiat currency only; at no point do you hold a Digital Asset balance with Klout.

Deposit risks. Digital Asset transactions are processed on public blockchain networks that neither Klout nor its partners control. Deposits sent to an incorrect address, in an unsupported asset, or over an unsupported network may be permanently irrecoverable, and you are solely responsible for verifying the deposit address, asset, and network before sending.

Rates and fees. The conversion rate applied at the time of deposit may include a fee or spread, and blockchain network fees are outside Klout's control. Digital Assets are not legal tender and their value may fluctuate up to the point of conversion.

Availability and compliance. Digital Asset funding may be limited or unavailable in certain jurisdictions, and you are responsible for compliance with the laws of your jurisdiction.

Restricted Activity. You may not use the Wallet or payment features for money laundering, terrorist financing, sanctions evasion, or any transaction unconnected to legitimate use of the Services. Klout and its partners may perform ongoing transaction monitoring and may block, freeze, or report transactions as required by Applicable Laws.

Your Content. Creators retain ownership of their portfolios, media kits, videos, photographs, and Campaign deliverables. Brands retain ownership of their Campaign briefs, logos, trademarks, and proprietary materials. Transfers or licences of Campaign deliverable ownership and usage rights are governed solely by the applicable Campaign Agreement; Klout is not a party to those transfers except as facilitator.

To the extent that you submit, upload, transmit, or otherwise make available any content, data, materials, or information through the Platform, you represent that you own or have the necessary rights to do so. You grant Klout a non-exclusive, worldwide, royalty-free licence to use, host, store, cache, reproduce, display, distribute, and process such content solely as reasonably necessary to provide, operate, improve, secure, promote, and support the Platform and the Services, and to comply with Applicable Laws. This licence ends when content is deleted, except where retention is required by law, for completed Campaigns, or in routine backups for a limited period.

Klout Intellectual Property and Licence. All rights, title, and interest in and to the Platform and the Services — including all content, software, code, technology, designs, trademarks, logos, trade names, text, graphics, interfaces, features, APIs, documentation, databases, and other materials made available by Klout are owned by or licensed to Klout and are protected by applicable intellectual property and other laws.

Subject to your compliance with these Terms, Klout grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable licence to access and use the Platform and the Services solely for their intended purpose and in accordance with these Terms and any applicable product-specific terms.

You must not, without Klout's prior written consent, copy, reproduce, distribute, modify, adapt, create derivative works from, publish, display, sell, license, rent, lease, transfer, reverse engineer, decompile, disassemble, extract, scrape, or otherwise exploit any part of the Platform, the Services, or any content or materials made available by Klout, except as expressly permitted by Applicable Law. Nothing in these Terms transfers any intellectual property rights to you except for the limited licence expressly granted. All rights not expressly granted are reserved by Klout.

Feedback you provide may be used by Klout without restriction or compensation.

Klout is committed to processing your personal data responsibly and in accordance with Applicable Laws, including the Nigeria Data Protection Act 2023. Please read our Privacy Policy to understand how we collect, use, store, share, and protect your personal data. Where you receive personal data about another user through the Platform (for example, contact details exchanged in the course of a Campaign), you must use it only for the purpose of that engagement and handle it in compliance with applicable data protection laws.

In connection with your use of the Platform and the Services, either you or Klout may disclose or make available to the other certain non-public information relating to its business, services, technology, systems, operations, pricing, security measures, customers, partners, or other confidential or proprietary matters ("Confidential Information"). This may include non-public Campaign terms, rate information, and briefs exchanged between Creators and Brands through the Platform.

You agree to keep Confidential Information confidential and not to use, disclose, reproduce, or make it available to any third party except as strictly necessary for your authorised use of the Platform and the Services, the performance of a Campaign Agreement, or as required by Applicable Law. Where disclosure is required by law, regulation, or court order, you may disclose only the portion you are legally required to disclose and must, where legally permitted, give the disclosing party prior notice to allow it to take appropriate protective steps.

Confidential Information does not include information that is or becomes publicly available through no breach of these Terms, was lawfully known to you without restriction before disclosure, or is lawfully obtained from a third party without breach of any confidentiality obligation. This obligation survives the suspension or termination of your account or these Terms.

The Platform and the Services may enable access to, connect with, or rely on third-party services, software, applications, websites, APIs, payment channels, financial institutions, card schemes, processors, social media platforms, blockchain networks, or other systems and integrations not owned or controlled by Klout.

Your use of any third-party service or integration — including connected social media accounts — may be subject to separate terms, conditions, and privacy policies issued by the relevant third party, and you are solely responsible for complying with them.

Klout does not own, control, or assume responsibility for any third-party service or integration, including its availability, performance, security, legality, accuracy, or functionality, or any act or omission of the relevant third party — including API changes that affect analytics or connectivity. Klout is not liable for any loss, delay, error, interruption, failure, damage, or other issue arising from or relating to any third-party service or integration.

Klout may add, remove, suspend, limit, or modify any third-party service or integration at any time where reasonably required for operational, security, compliance, legal, regulatory, technical, or business reasons.

The Platform and the Services are provided on an "as is" and "as available" basis, to the fullest extent permitted by Applicable Law. Klout does not make any representation or warranty that the Platform or the Services will be uninterrupted, error-free, secure, available at all times, or suitable for your particular needs.

Klout does not guarantee Campaign success, Creator earnings, Brand return on investment, the accuracy of analytics derived from third-party platforms, or the conduct, quality, or deliverables of any user.

Klout is not responsible for any goods, services, or content provided by any Creator, Brand, partner, or other third party using the Platform, and is not liable for any loss or issue arising from any third-party service, integration, bank, payment processor, card scheme, blockchain network, or other external provider connected to the Platform or the Services.

Klout shall not be liable for any fraudulent act, misrepresentation, or unauthorised transaction carried out by any user or other third party on or through the Platform, except to the extent directly caused by Klout's gross negligence, fraud, or wilful misconduct.

To the fullest extent permitted by Applicable Law, Klout shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including any loss of revenue, profit, goodwill, data, business, or anticipated savings, arising out of or in connection with your use of or inability to use the Platform or the Services.

To the fullest extent permitted by Applicable Law, Klout's aggregate liability arising out of or in connection with the Platform or the Services shall not exceed the total fees paid by you to Klout in the twelve (12) months preceding the event giving rise to the claim.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above disclaimers and limitations of liability may not apply to you. To the extent that Klout may not, as a matter of Applicable Law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Klout's liability shall be the minimum permitted under such Applicable Law.

You agree to indemnify and hold harmless Klout, its affiliates, officers, employees, and agents from and against any losses, damages, liabilities, costs, and expenses, including reasonable legal fees, arising out of or in connection with: your breach of these Terms; your use of the Platform or the Services; your violation of Applicable Laws; any claim that your activities, transactions, content, goods, or services infringe the rights of any third party; or disputes arising from Campaigns or transactions in which you participate.

Klout may, at any time and with or without notice, suspend, restrict, limit, or terminate your access to the Platform, any Service, or your account where we reasonably believe that: (a) you have breached these Terms, a Campaign Agreement, or any applicable product-specific terms; (b) you have provided false, incomplete, or misleading information, including fake or manipulated metrics; (c) you have failed to complete required verification; (d) your use of the Platform or the Services is fraudulent, unlawful, unauthorised, suspicious, or otherwise exposes Klout or any third party to legal, regulatory, financial, security, or reputational risk; or (e) such action is required for operational, security, compliance, legal, or regulatory reasons. Where lawful and practicable, Klout will give notice and an opportunity to remedy.

We may also suspend, restrict, delay, or withhold any transaction, payout, refund, settlement, or other activity on the Platform where reasonably necessary for fraud prevention, investigation, verification, chargeback risk, dispute resolution, technical issues, or compliance with Applicable Laws, payment scheme rules, partner requirements, or regulatory instructions.

You may stop using the Platform or the Services at any time by closing your account as described in these Terms. Any suspension, restriction, or termination of your access does not affect any rights, obligations, liabilities, or remedies that accrued before the date of such action, including any obligation relating to fees, chargebacks, refunds, reversals, indemnities, investigations, Campaign obligations, or outstanding payments. Upon termination, verified available balances will be paid out subject to Applicable Laws and pending disputes, and certain data may be retained for legal compliance as described in the Privacy Policy.

Klout reserves the right to take any additional action it reasonably considers necessary to protect the Platform, the Services, its users, partners, or its business.

You agree to comply with all Applicable Laws, payment scheme rules, sanctions requirements, anti-money laundering, counter-terrorist financing, anti-bribery, anti-corruption, data protection, consumer protection, advertising, and other regulatory requirements applicable to your use of the Platform and the Services.

Klout may, at any time, request information, documents, or other materials reasonably required to verify your identity, business, authority, source of funds, transactions, beneficial ownership, or compliance status, including for KYC, AML, fraud prevention, risk management, and legal or regulatory purposes.

You agree to provide all requested information and documents accurately and within the time specified by Klout. Where you fail to do so, or where Klout reasonably suspects fraud, money laundering, sanctions violations, unlawful activity, or any breach of these Terms, Klout may suspend or restrict your account, delay or refuse transactions, withhold settlements, or take any other action reasonably required for compliance, investigation, or risk management purposes.

Klout may carry out periodic reviews and verification checks on the information and data you submit, including where there are unusual or unexplained spikes in transaction activity. You agree to provide any explanation or supporting evidence reasonably requested by Klout. You must maintain complete and accurate records relating to your use of the Platform, including records relating to your Campaigns, transactions, and deliverables, for such period as may be required by Applicable Law or reasonably requested by Klout in connection with a dispute or investigation. Any information obtained through such checks will be handled in accordance with Klout's Privacy Policy and Applicable Laws.

Klout is committed to maintaining appropriate security controls and procedures to prevent and detect fraudulent or unauthorised activities on the Platform. If you become aware of any actual or suspected fraud, unauthorised activity, or suspicious transaction, you must notify Klout immediately at support@kloutco.com.

You agree that Klout may send you electronic communications relating to your account, transactions, Campaigns, use of the Platform, security alerts, service updates, compliance requests, and other important notices by email, SMS, in-app notification, push notification, or any other contact details you provide to us. You are responsible for keeping your contact details accurate and up to date.

Where permitted by Applicable Law, Klout may also send you marketing, promotional, educational, or product-related communications. You may opt out of marketing communications at any time, but this will not affect Klout's right to send you service, transaction, security, compliance, or other non-marketing communications.

Where you are a Brand or business user, you grant Klout a limited, non-exclusive, royalty-free right to use your name, trade name, logo, and general business identity in Klout's marketing and promotional materials including on our website, customer lists, case studies, and presentations, solely for the purpose of identifying you as a user of Klout, unless you notify us in writing that you withdraw this permission. Such use does not imply any endorsement.

Where you download the app from the Apple App Store: these Terms are between you and Klout only, not Apple; Apple has no obligation to provide maintenance or support; Apple is not responsible for any product warranties, claims, or third-party intellectual property claims relating to the app; and Apple and its subsidiaries are third-party beneficiaries of these Terms with the right to enforce them against you. You represent that you are not located in a country subject to a U.S. Government embargo and are not on any U.S. Government restricted-party list. Where you download the app from Google Play, you also agree to comply with the Google Play Terms of Service.

Klout shall not be liable for any delay, interruption, failure, or non-performance in the Platform or the Services arising from any event or circumstance beyond its reasonable control, including any act of God, flood, fire, epidemic, pandemic, war, riot, civil unrest, terrorism, labour dispute, power failure, telecommunications failure, internet disruption, cyberattack, failure of any bank, payment processor, card scheme, social media platform, blockchain network, or other third-party provider, governmental action, regulatory restriction, or any other similar event.

Where any such event occurs, Klout may suspend, delay, limit, or modify the affected Platform or Services for the duration of the event and for such additional period as may reasonably be required to recover from its effects.

These Terms and any dispute arising out of or in connection with these Terms, the Platform, or the Services shall be governed by the laws of the Federal Republic of Nigeria, unless otherwise required by mandatory local law.

The parties shall first use reasonable efforts to resolve any dispute through good-faith discussions. If the dispute is not resolved within thirty (30) days after written notice of the dispute, either party may refer the dispute to the competent courts of Nigeria, unless Applicable Law requires another forum. Nothing prevents either party from seeking urgent injunctive relief.

Assignment. You may not assign, transfer, delegate, or otherwise deal with any of your rights or obligations under these Terms without Klout's prior written consent. Klout may assign, transfer, or novate any of its rights or obligations under these Terms without restriction, including in connection with a merger, acquisition, or asset sale.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision shall be deemed severed to the extent necessary, and the remaining provisions shall remain in full force and effect.

Entire Agreement. These Terms, the Privacy Policy, any Campaign Agreement, and any Related Agreements constitute the entire agreement between you and Klout regarding the Services.

Waiver. Failure to enforce any provision of these Terms is not a waiver of it.

Survival. Sections concerning payments owed, chargebacks and reversals, content licences (to the extent stated), intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law survive termination.

Complaints. If you have any complaint, question, or concern relating to the Platform or the Services, you may contact Klout at support@kloutco.com. Klout will review complaints in accordance with its internal procedures and any applicable legal or regulatory requirements.

Contact Details. If you have any questions about these Terms or the Platform, or if you need to contact Klout for any reason, please contact us at: support@kloutco.com. Website: www.kloutco.com