Terms of Service

Cloutso is a brand owned and operated by GIF Studios Inc., a company incorporated in the United States ("Company," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of the Cloutso platform and all related services available at cloutso.com (collectively, the "Service").

By accessing or using the Service, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are using the Service on behalf of a company or organization, you represent that you have the authority to bind that entity to these Terms. If you do not agree, you must not use the Service.

Cloutso is a managed content marketing and creator distribution platform. We enable clients to launch campaigns by defining their goals, reviewing and approving content created by our team, and distributing that content across vetted creator networks. We offer two primary service tracks:

All campaigns are custom-scoped. Pricing is determined at the campaign level in United States Dollars (USD), and no recurring subscription is required. You pay for what you launch. We reserve the right to modify our service offerings at any time.

To access the platform, you must create an account and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.

You must be at least 18 years of age and have the legal authority to enter into a binding agreement — whether on your own behalf or on behalf of the organization you represent — to use the Service.

The platform supports team workspaces. If you invite additional members to your workspace, you are responsible for ensuring that those members comply with these Terms. Each invited member, by accepting the invitation and accessing the platform, agrees to be individually bound by these Terms. You, as the workspace owner, remain liable for all activity conducted within your workspace.

GIF Studios Inc. reserves the right to suspend or terminate accounts that provide false information, violate these Terms, or engage in any activity that harms the platform or its users.

Cloutso operates on a campaign-by-campaign basis. Each campaign is individually scoped, priced in USD, and agreed upon before production begins. There are no automatic recurring charges unless explicitly authorized by you in writing for a specific campaign cadence.

All payments are processed securely through Stripe, our PCI-DSS compliant payment partner. By submitting a payment, you authorize GIF Studios Inc. to charge your selected payment method for the agreed campaign amount. You represent that you are authorized to use the payment method provided.

Due to the immediate allocation of production and distribution resources upon campaign initiation, all sales are final once production has begun. For the avoidance of doubt, "production" is contractually defined as beginning the moment GIF Studios Inc. accepts the client's submitted campaign brief and initiates any internal creative strategy, brief compilation, asset design, or resource assignment — regardless of whether final deliverables have been completed or distributed. If you request cancellation before this threshold, a refund may be issued at the sole discretion of GIF Studios Inc., less any administrative or scoping fees already incurred. Refunds for non-delivery of agreed deliverables must be requested within 14 days of the missed delivery date and are subject to review and approval by GIF Studios Inc.

Our team creates all content based on the campaign brief you submit. You will have the opportunity to review and approve all assets before they are distributed. It is your sole responsibility to review content carefully before granting approval.

Each campaign includes a defined number of revision rounds as agreed at the time of campaign setup. Once revisions are exhausted, the most recently reviewed version is considered final and accepted. Once you approve an asset, or it is moved to distribution, it is deemed irrevocably accepted.

You warrant that all campaign briefs, brand materials, and instructions you provide: (a) do not infringe upon any third-party intellectual property rights; (b) do not violate any applicable law or regulation; and (c) do not contain content that is misleading, defamatory, obscene, or harmful to any person or group. GIF Studios Inc. reserves the right to decline production of any brief that, in our reasonable judgment, violates these standards.

Upon full payment and final approval of a campaign, you are granted a non-exclusive, worldwide, perpetual, royalty-free license to use the delivered creative assets for your business purposes. This applies to standard (non-white-label) campaigns.

In all cases, you do not acquire ownership of any underlying tools, production frameworks, templates, workflows, or proprietary methodologies developed or used by Cloutso in producing your content. These remain the exclusive intellectual property of GIF Studios Inc.

For standard campaigns, GIF Studios Inc. retains the right to use anonymized or aggregated campaign performance data internally and, unless otherwise agreed in writing, to reference the existence of the engagement for business development purposes. For white-label campaigns, GIF Studios Inc. waives this right entirely and will not reference, disclose, or claim any association with your campaign or its content.

You retain full ownership of your brand assets, logos, trademarks, and any original materials you submit to us as part of your campaign brief, regardless of campaign type.

You agree not to use the Service to:

Violation of these restrictions may result in immediate account suspension and, where applicable, legal action. GIF Studios Inc. cooperates with law enforcement agencies as required by law.

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED AVAILABILITY.

GIF Studios Inc. does not warrant that the Service will be error-free, that defects will be corrected, or that the platform or its servers are free of viruses or other harmful components. We make no guarantees regarding specific campaign performance outcomes, reach metrics, engagement rates, or conversion results, as these depend on factors outside our direct control.

You agree to defend, indemnify, and hold harmless GIF Studios Inc. and its officers, directors, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) any campaign brief, brand material, or content you submit; (c) your violation of these Terms; or (d) your violation of any rights of a third party.

GIF Studios Inc. reserves the right to assume exclusive control of any matter subject to indemnification by you, at your expense, and you agree to cooperate with our defense of such claims.

To the fullest extent permitted by applicable law, GIF Studios Inc. and its affiliates, officers, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of the Service, including but not limited to loss of revenue, loss of profits, loss of data, or loss of business opportunities — even if GIF Studios Inc. has been advised of the possibility of such damages.

Our total aggregate liability to you for any claim arising under these Terms shall not exceed the total amount you paid to GIF Studios Inc. in the 60 days immediately prior to the event giving rise to the claim.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability, so some of the above limitations may not apply to you.

You may stop using the Service at any time. GIF Studios Inc. reserves the right to suspend or terminate your access at any time, with or without notice, if we determine you have violated these Terms, engaged in fraudulent activity, or if we discontinue the Service.

Upon termination, your right to access the platform ceases immediately. Campaigns already paid for and in active production at the time of termination will be completed and delivered, unless termination resulted from a Terms violation, in which case no further obligations are owed by GIF Studios Inc. Campaigns paid for but not yet in production are subject to the refund terms in Section 4.

Sections 6, 8, 9, 10, 12, and 13 of these Terms survive termination.

These Terms are governed by and construed in accordance with the laws of the State of Arizona, United States, without regard to its conflict of law principles.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiation between the parties. If a resolution is not reached within 30 days, the dispute shall be finally resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with proceedings conducted in Tucson, Arizona.

We may update these Terms from time to time to reflect changes in our services, legal requirements, or business operations. When we do, we will revise the "Last updated" date at the top of this page. For material changes, we will notify you via email at least 14 days before the changes take effect. Your continued use of the Service after changes take effect constitutes your acceptance of the revised Terms. If you do not agree with any update, you must stop using the Service before the effective date.

These Terms, together with our Privacy Policy and any campaign-specific agreements, constitute the entire agreement between you and GIF Studios Inc. regarding the Service and supersede all prior agreements. If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right.

For questions or concerns regarding these Terms, please contact GIF Studios Inc. at: