Terms of Service and Independent Contractor Agreement

Effective Date: November 1st, 2024
Last Updated: November 25th, 2024

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Contractor" or "User") and Interlock Studios LLC, d/b/a PoolHall ("Company," "we," "us," or "our"). By creating an account, accessing, or using our platform ("Platform") at PoolHall.ai, you acknowledge that you have read, understood, and agree to these Terms. If you do not agree, you must not use the Platform.

1. Engagement of Services

By signing up on our Platform and participating in campaigns, you agree to provide promotional services ("Services") for the benefit of brands ("Brands") as an independent contractor. Each campaign's specific terms, deliverables, and compensation ("Campaign Terms") are provided on the Platform and form an integral part of these Terms.

  • The Company acts as an intermediary between Contractors and Brands. Brands pay the Company, and the Company compensates Contractors per the Campaign Terms.
  • Contractors are responsible for meeting all deliverables, timelines, and performance metrics outlined in the Campaign Terms.

2. Compensation and Payment

2.1 Payment Terms:

  • Payments are made monthly for valid performance metrics that meet the requirements of the Campaign Terms.
  • Fraudulent, fake, or invalid activity—including but not limited to fake views, non-U.S. traffic (if applicable), bot-driven traffic, or other deceptive practices—will result in nonpayment and may lead to account termination.

2.2 Payment Methods:

Payments will be made through one of the following methods, as specified on the Platform:

  • PayPal
  • Bill.com
  • Stripe
  • Wise

It is your responsibility to ensure that accurate payment information is provided in your account settings to avoid delays.

2.3 Tax Responsibility:

As an independent contractor, you are solely responsible for reporting and paying any applicable taxes on income earned through the Platform. The Company will not withhold taxes or make contributions for social security, unemployment insurance, or disability insurance on your behalf. If required, the Company will issue a Form 1099-MISC for annual earnings.

2.4 Disputed Metrics:

If a Brand disputes the validity of reported metrics, the Company may withhold payment until the dispute is resolved. The Company is not liable for delayed or withheld payments resulting from Brand disputes.

3. Independent Contractor Relationship

3.1 Nature of Relationship:

You are an independent contractor and not an employee, agent, or representative of the Company or the Brands. Nothing in these Terms creates a partnership, joint venture, or employer-employee relationship.

3.2 No Authority:

You are not authorized to make representations, commitments, or agreements on behalf of the Company or the Brands.

3.3 Responsibility for Expenses:

You are responsible for all costs and expenses incurred in performing the Services, unless explicitly stated otherwise in the Campaign Terms.

4. Intellectual Property

4.1 Brand Ownership of Accounts:

All social media accounts, content, and promotional materials created for campaigns remain the property of the Brand. You acknowledge that you are providing a service to the Brands and that all rights, including intellectual property rights, belong to them.

4.2 Use of Content:

By participating in campaigns, you grant the Company and Brands a non-exclusive, royalty-free, worldwide license to use, reproduce, and distribute your submitted content for promotional purposes.

4.3 Pre-Existing Materials:

If you include pre-existing materials in your campaign content, you must disclose this in advance. By doing so, you grant the Company and Brands a perpetual, royalty-free license to use those materials as part of campaign deliverables.

4.4 Prohibition of Reuse:

You may not repurpose, reuse, or distribute any campaign-related content for other purposes, including self-promotion, without prior written approval from the Brand and the Company.

5. Confidentiality

You agree not to disclose, publish, or use any confidential information shared with you during your use of the Platform, including campaign details, compensation rates, or proprietary tools, without explicit written consent.

6. Performance Standards and Prohibited Activities

6.1 Standards of Performance:

You must complete Services in a professional manner consistent with industry standards and comply with all applicable Campaign Terms.

6.2 Prohibited Activities:

The following are strictly prohibited:

  • Fraudulent traffic generation, including bots, fake views, or other deceptive practices.
  • Misrepresentation of the Company, Brands, or campaigns.
  • Failure to comply with Campaign Terms, including geographic restrictions (e.g., U.S. views only).

6.3 Monitoring and Audit:

The Company and Brands reserve the right to monitor your activities and audit your performance to ensure compliance with these Terms and Campaign Terms.

7. Indemnification

You agree to indemnify, defend, and hold harmless the Company and the Brands, their officers, directors, employees, and agents from any claims, damages, or liabilities arising from:

  • Your breach of these Terms or Campaign Terms.
  • Your violation of applicable laws or regulations.
  • Any third-party claims related to your content, performance, or activities.

8. Termination

8.1 Termination by Company or Brand:

The Company or Brands may terminate your participation in campaigns or your account immediately if you breach these Terms or fail to meet Campaign Terms.

8.2 Termination by Contractor:

You may terminate your account at any time by notifying us in writing at hello@poolhall.ai.

8.3 Nonpayment for Noncompliance:

If a campaign is terminated due to your failure to meet requirements, the Company is not obligated to pay for incomplete or noncompliant deliverables.

8.4 Return of Property:

Upon termination, you must return or delete any materials provided by the Company or Brands, including confidential information, and cease use of the Platform.

9. Compliance with Advertising Laws

You agree to comply with all applicable advertising laws, including the Federal Trade Commission (FTC) guidelines for endorsements. You must clearly disclose all sponsored content as required by law or Campaign Terms.

10. Non-Circumvention

You agree not to engage directly with any Brands introduced to you through the Platform for campaigns outside the Platform. Violations of this clause will result in account termination and potential legal action.

11. Dispute Resolution

11.1 Arbitration:

All disputes arising under these Terms shall be resolved through binding arbitration in the State of Georgia. Arbitration costs shall be borne equally by both parties, except where the Company prevails, in which case the Contractor shall reimburse the Company for reasonable legal fees.

11.2 Governing Law:

These Terms are governed by the laws of the State of Georgia, USA, regardless of Contractor's location or domicile.

12. Additional Provisions

12.1 Amendments:

The Company reserves the right to modify these Terms at any time. Changes will be effective upon posting to the Platform, and continued use constitutes acceptance of updated Terms.

12.2 Severability:

If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.3 Notices:

All notices under these Terms must be sent to hello@poolhall.ai or through other official channels specified on the Platform.

12.4 Entire Agreement:

These Terms constitute the complete agreement between you and the Company and supersede all prior agreements.

Contact Information:

Interlock Studios LLC
6595 Roswell Road, Suite GPMB6720
Atlanta, GA 30328
Email: hello@poolhall.ai