Terms of Service

1. Introduction

Welcome to Verza Technologies, Inc. ("Company", "Verza", "we", "our", "us"). These Terms of Service ("Terms") govern your use of our website located at https://tryverza.com and our associated creator operating system, financial routing tools, and marketplace (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access the Service.

2. The Verza Platform and Our Role

Verza provides a B2B operating system and marketplace for creators, agencies, and brands. Verza operates strictly as an independent software vendor and technological intermediary. We are not a bank, money transmitter, or financial institution. We are not a party to any direct employment or contractor agreement between users (for example, between a brand and a creator), except for the technological facilitation of payments, compliance, and licensing through the platform.

• The Campaign Vault. Brands fund a dedicated budget wallet per campaign. These funds are held securely by our third-party payment processor and are released to the creator only when the creator's content meets the brand's Verza Score threshold and the brand gives explicit manual approval.
• Verified Metrics and AI scoring. Creator performance data is pulled via social media APIs. Our AI content scoring system (Verza Score) evaluates submissions against brand-defined quality thresholds. Verza Scores are AI-generated estimates. They do not guarantee viral performance, retention, or campaign ROI.

3. Financial Routing, Compliance, and Payments

The Paymaster terms

3.1 Identity verification and AML compliance

To maintain a secure ecosystem and comply with federal Anti-Money Laundering (AML) and Bank Secrecy Act (BSA) regulations, all users must undergo identity verification before initiating or receiving any funds. By using the Service, you agree to submit to identity verification (KYC / KYB) and OFAC sanctions screening facilitated by our third-party payment processor, Stripe. Verza may suspend or terminate accounts, or block fund transfers, for any user who fails identity verification or appears on a restricted or prohibited business list.

3.2 Campaign Vault funding and milestone approval

When a brand creates a campaign and funds the Campaign Vault, the funds are debited and held securely by our payment processor. Payouts to creators occur only after the creator's deliverables are uploaded to the platform and the brand explicitly approves the release of funds in their dashboard.

3.3 Finality of approval and no refunds

3.4 Dispute resolution and chargebacks

If a brand is dissatisfied with a creator's work after manually approving the milestone and authorizing payment, the dispute must be resolved directly between the brand and the creator, off the platform. Verza holds no liability for, and will not adjudicate, subjective creative disputes, and will not initiate clawbacks once a brand has authorized a payout. Brands agree not to initiate chargebacks with their financial institution for funds they have explicitly approved on the Verza platform.

3.5 Unallocated funds

If a brand maintains a balance of unallocated or unspent funds in their Campaign Vault, the brand may request a withdrawal. Return of funds will be processed within thirty (30) days and routed exclusively back to the brand's original verified funding source.

3.6 Fees and taxes

Verza may charge service or platform fees, which are disclosed before you complete a transaction. While Verza provides infrastructure to automate tax form collection (for example, W-9 and 1099 forms), creators remain independent contractors and are solely responsible for their own tax obligations, reporting, and filings.

4. Clickwrap Licensing and Usage Rights

When a creator accepts a campaign on Verza, they agree to the specific licensing terms defined in the brand's brief (for example, 30-day usage or perpetual whitelisting). By claiming a campaign and accepting payment, the creator grants the brand a non-exclusive, worldwide license to use the content as specified in the brief. These rights are secured and legally binding upon campaign claim through our clickwrap.

5. AI Tools and Content

The Service includes AI-powered tools, including AI Studio, the AI Contract Negotiator, and Verza Score.

• No legal advice. The AI Contract Negotiator provides structural suggestions, not legal advice. Consult a qualified attorney for binding legal matters.
• Generated content. You retain ownership of content generated using our AI tools, subject to these Terms and the terms of our underlying AI model providers.

6. Communications and Notifications

6.1 SMS and voice notifications. By providing your phone number to Verza, you expressly consent to receive automated system notifications, security alerts, and campaign updates via SMS or voice calls. These communications may be facilitated through third-party providers (for example, Twilio).

6.2 Costs and opt-out. Message and data rates may apply. You may opt out of SMS notifications at any time by replying "STOP". Opting out of essential security, compliance, or payment notifications may affect your ability to receive payouts or to use certain features of the Service.

6.3 No marketing spam. Verza will not use your phone number for third-party marketing without your separate, explicit opt-in.

7. Accounts and Eligibility

You must be at least 18 years old to use the Service. You are responsible for maintaining the security of your account credentials and for all activities that occur under your account.

8. Prohibited Uses

You agree not to use the Service for any illegal purpose, and not to:

• Break the law. Violate any applicable national or international law or regulation.
• Run a prohibited business. Process payments for any industry on our prohibited business list, including adult entertainment, unregulated gambling, or illegal goods.
• Harm minors. Exploit, harm, or attempt to exploit or harm minors.
• Send spam. Transmit any advertising or promotional material, including spam.
• Impersonate. Impersonate Verza, a Verza employee, another user, or any other person or entity.
• Infringe or defraud. Infringe the rights of others, or engage in conduct that is illegal, threatening, fraudulent, or harmful.

9. Intellectual Property

The Service and its original content (excluding content you provide), features, and functionality are the exclusive property of Verza Technologies, Inc. and its licensors.

10. Disclaimer of Warranty and Limitation of Liability

11. Governing Law

These Terms are governed by the laws of the State of California, without regard to its conflict of law provisions.

12. Contact Us

Questions about these Terms go to support@tryverza.com or https://tryverza.com.