ANNEX IV
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COMPREHENSIVE SUBSCRIPTION, REMUNERATION, PAYMENT RULES AND OPERATIONAL PROCEDURES
📄 DOCUMENT INFORMATION
Field | Details |
|---|---|
Document Title | Annex IV — Comprehensive Subscription, Remuneration, Payment Rules and Operational Procedures |
Document Type | Legal Annex to Terms of Service |
Version | 1.0 |
Effective Date | February 7, 2026 |
Status | Active |
Classification | Public |
Distribution | All Platform Users; Legal; Executive; Finance |
📋 DOCUMENT SCOPE
This Annex consolidates and governs subscription, payment, commission, payout, default policy, financial responsibility, dispute management rules, and operational procedures applicable to Love Partners, Love Creators, and Love Connectors using the Lovelike Platform.
Platform Access Requirement: Active subscription status is mandatory for Love Partners and Love Creators to access Platform functionalities (campaigns, marketplace operations, content tools).
Legal Cross-References: This Annex operates in conjunction with the Lovelike Terms of Service (Version 1.0) and related Annexes. For dispute resolution, arbitration procedures, governing law, and legal supremacy, see ToS Sections 15 and 20.16.
1. LOVE PARTNER SUBSCRIPTION AND PLANS
1.1 Subscription Fees
Love Partners pay subscription fees per the plan selected at enrollment (monthly/quarterly/semi-annual/annual) as published on Lovelike's official website at the time of contracting. Notwithstanding the public pricing page, Lovelike may extend user-specific Commercial Offers or Order Forms via email or the Platform UI. Upon acceptance and checkout, the offered price governs for that user's subscription term, and a timestamped snapshot/hash is recorded for audit.
1.2 Renewal and Price Changes
Subscription renews automatically at the end of each term at then-current pricing, unless the Love Partner cancels at least ten (10) days before the end of the current period, to the extent permitted by applicable automatic renewal statutes (e.g., California SB 340, Illinois 815 ILCS 601, Vermont 9 V.S.A. § 2466).
Advance Notice of Price Changes: Lovelike will provide at least thirty (30) days advance notice of material price increases via registered email and Platform UI notification. Users may cancel before the price increase takes effect without penalty.
Easy Cancellation. Lovelike provides a simple online cancellation method (account settings) consistent with applicable automatic renewal laws.
1.3 Late Payment
Non-payment by the due date may result, to the extent permitted by law, in:
(a) a 2% late fee on the overdue amount;
(b) 1% monthly interest, pro rata; and
(c) monetary adjustment indexed to CPI or a successor index, if applicable.
If any element is not permitted by law, the maximum lawful amounts apply.
1.4 Suspension and Cancellation for Non-Payment (Stripe Billing)
Subscription billing, dunning (retry attempts), and cancellation workflows are executed by Stripe according to the Platform's configured settings and Stripe's processor policies. In the event of a payment failure:
(a) Stripe will automatically perform smart retries and, if unsuccessful, may cancel the subscription pursuant to the configured rules (including cancel_at_period_end or immediate cancellation).
(b) A Love Partner's access to the Platform follows the subscription status reflected in Stripe. While the subscription remains active (including any configured grace/pending payment states), access may be provisionally maintained. If Stripe cancels the subscription, Platform access will be restricted immediately, preserving only the minimum functionality needed to complete deliveries or resolve pending disputes. Platform access and feature availability reflect the subscription status as shown in Stripe and in the Platform UI, including any configured grace/pending states.
(c) During any delinquency period, the Platform may, at its discretion, impose preventive feature limitations (e.g., no new campaign activations or marketplace listings) until payment is successfully recovered and the Stripe status returns to active.
(d) Stripe's operational logs and status codes govern timeframes and effects of non-payment and serve as the authoritative reference for subscription status and resulting Platform access.
1.5 Active Subscription Requirement
Love Partners must maintain active subscription to access all Platform features (campaigns, marketplace, matchmaking, admin tools). Suspended/inactive subscriptions result in immediate access restrictions except for dispute resolution and pending transaction completion.
SECTION 1A. LOVE CREATOR ACTIVITY-BASED SUBSCRIPTION MAINTENANCE
SECTION 1A. LOVE CREATOR ACTIVITY & MAINTENANCE
1A.1 MODEL
No Monetary Fee. Love Creators are not charged subscription fees. There are no monthly, quarterly, or annual monetary payments required to maintain Love Creator status.
Activity-Based Maintenance. Creator accounts remain active via continuous compliance with the activity requirements set forth in this Section 1A. The activity requirements serve a dual purpose:
(i) maintaining the Love Creator's active subscription status and access to Platform features; and (ii) promoting the Lovelike Platform to prospective Love Partners (brands and advertisers) to sustain and grow the Platform's B2B marketplace ecosystem.
Rolling 30-Day Maintenance Period. Love Creator subscription compliance is evaluated on a continuous, rolling 30-day cycle (each such cycle, a "Maintenance Period"). The first Maintenance Period begins on the date the Love Creator's account is approved and activated (the "Activation Date," corresponding to the account's created_at timestamp as recorded by the Platform). Each subsequent Maintenance Period begins immediately upon the expiration of the preceding Maintenance Period. For clarity:
(i) First Maintenance Period: Activation Date through Activation Date + 29 calendar days (i.e., 30 consecutive calendar days inclusive of the Activation Date).
(ii) Second Maintenance Period: Day 31 through Day 60 from the Activation Date.
(iii) Subsequent Maintenance Periods: Each successive period of 30 consecutive calendar days, continuing indefinitely for as long as the Love Creator's account exists.
For example, if a Love Creator's Activation Date is February 14, the first Maintenance Period runs February 14 through March 15 (inclusive). The second Maintenance Period runs March 16 through April 14 (inclusive). The third Maintenance Period runs April 15 through May 14 (inclusive), and so forth.
Maintenance Period Cycle Permanence. The Maintenance Period cycle is permanently anchored to the Love Creator's original Activation Date and is never reset, adjusted, or recalculated under any circumstances, including reactivation following non-compliance (per Section 1A.6), account modification, or profile update. The cycle continues to run uninterrupted regardless of the Love Creator's compliance status. During periods of non-compliance, the Maintenance Period cycle continues to advance; the Love Creator simply does not have active status during those periods.
Compliance Obligation Begins Immediately. The Love Creator's compliance obligation begins on the Activation Date. There is no grace period, trial period, or introductory exemption. The Love Creator must satisfy the Promotional Content Obligation (Section 1A.2.1) within the first Maintenance Period.
Active Status Carry-Over. When a Love Creator completes a Maintenance Period with active status (i.e., two (2) approved promotional publications per Section 1A.2.1), the Love Creator begins the immediately following Maintenance Period with active status and retains full access to all Platform features from Day 1 of the new Maintenance Period. Active status is maintained throughout the new Maintenance Period only if the Love Creator satisfies the Publication Deadlines set forth in Section 1A.2.1(h)(ii). Failure to meet either deadline triggers the consequences in Section 1A.5.
Active Subscription Requirement. An active subscription is required to access campaign applications, marketplace selling features, creator tools, analytics dashboards, AIME AI features, and GLOW ARENA participation (when activated). Loss of active status restricts access to all monetization and campaign features until reactivation per Section 1A.6.
Creator Status Notice. Approval category (Full, Campaign-Only, Conditional, or Rejection), maintenance requirements, compliance status, Maintenance Period start and end dates, and any changes to creator access are communicated via the Platform UI dashboard and registered email. Such notices govern the creator's accessible features for the applicable term.
Terminology Clarification. When this Annex or Platform communications refer to Love Creator "subscription plans" or "participation plans," such references describe access scope and activity requirements only, not monetary pricing. Love Creators do not pay subscription fees. References to "Maintenance Period" mean the rolling 30-day cycle described above, not a calendar month.
1A.2 MAINTENANCE PERIOD ACTIVATION REQUIREMENT
To maintain active Love Creator status, the Love Creator must complete the Promotional Content Obligation described in Section 1A.2.1 below during each Maintenance Period.
1A.2.1 Promotional Content Obligation (Mandatory)
The Love Creator must create and publish a minimum of two (2) original, high-quality promotional publications per Maintenance Period that actively promote the Lovelike Platform to prospective Love Partners (brands, advertisers, agencies, and business decision-makers).
Each of the two (2) required publications must independently satisfy ALL of the following requirements:
(a) Content Purpose and Target Audience. Each publication must:
Clearly and prominently promote the Lovelike Platform, its campaign system, and/or the benefits of the Platform for brands and advertisers;
Be directed primarily toward prospective Love Partners (i.e., brands, advertisers, agencies, marketing professionals, business owners, and commercial decision-makers), not solely toward general consumers or other influencers;
Include a clear call to action encouraging prospective Love Partners to explore, register on, or engage with the Lovelike Platform (e.g., "Sign up at [link]," "Discover how Lovelike connects brands with creators at [link]," "DM me or visit [link] to learn more"); and
Accurately represent the Lovelike Platform, its features, and its value proposition. The Love Creator must NOT make false, misleading, exaggerated, or unsubstantiated claims about the Platform, including but not limited to: guaranteed earnings, guaranteed campaign volume, guaranteed follower growth, or guaranteed business results.
(b) Referral Link or Ambassador Code Requirement. Each publication must include the Love Creator's unique, Platform-generated referral link (for General Referral Program participants under Annex VII) or Ambassador referral code (for Love Connectors under Annex I), as applicable:
The referral link or code must be functional, active, and trackable at the time of publication and throughout the Content Retention Period defined in Section 1A.2.1(g).
The referral link or code must be placed prominently within the publication — in the caption, description, bio link, swipe-up link, pinned comment, or other accessible location appropriate to the platform format. Burying the link in a location that requires more than two (2) user actions to access (e.g., hidden in a thread of comments, behind multiple "see more" clicks) does not satisfy this requirement.
If the social media platform does not support clickable links in the publication format (e.g., Instagram feed posts), the Love Creator must: (A) include the referral link in their bio or link-in-bio tool (e.g., Linktree, Beacons) with a clear reference in the caption (e.g., "Link in bio"); AND (B) include the referral code as text in the caption or on-screen graphic so it can be manually entered.
Love Creators who are NOT enrolled in either the General Referral Program (Annex VII) or the Ambassador Program (Annex I) must include a direct link to the Lovelike Platform registration page (www.lovelike.ai or such other URL as designated by Lovelike) in lieu of a personal referral link or code.
Shortened URLs (e.g., bit.ly, rebrand.ly) are permitted provided they redirect to the Love Creator's unique referral link or the designated Platform URL and do not pass through intermediate pages containing unrelated advertising or content.
(c) Mandatory Disclosures and Regulatory Compliance. Each publication must comply with all applicable advertising disclosure laws, including:
FTC Endorsement Guides (16 CFR Part 255). Each publication must include a clear and conspicuous disclosure of the Love Creator's material connection to Lovelike. Approved disclosure language includes, but is not limited to:
"#LovelikePartner"(mandatory in all publications);"#ad"or"#advertising";"#sponsored"; and"Paid partnership with Lovelike"(or equivalent platform-native disclosure tool, e.g., Instagram's "Paid Partnership" label). The disclosure must be placed at the beginning of the caption or description (within the first three lines visible without clicking "more"), NOT buried at the end or hidden among a block of hashtags.Platform-Native Disclosure Tools. Where the social media platform provides a built-in sponsored content or paid partnership disclosure tool (e.g., Instagram "Paid Partnership" tag, TikTok "Branded Content" toggle, YouTube "Includes Paid Promotion" checkbox), the Love Creator must activate such tool IN ADDITION TO the hashtag disclosure. Platform-native tools alone are insufficient; the hashtag disclosure (
#LovelikePartnerplus#ador equivalent) is always required.Truthfulness. All claims made in the publication about the Lovelike Platform must be truthful, non-deceptive, and substantiated. The Love Creator must not make income claims, earnings representations, or lifestyle promises that are not representative of typical user experience, consistent with FTC guidance on endorsements and testimonials.
State-Specific Requirements. Love Creators located in or targeting audiences in jurisdictions with additional disclosure requirements (e.g., California Business & Professions Code Section 17500 et seq.) must comply with such requirements in addition to FTC guidelines.
(d) Publication Platform Requirements. Each publication must be made on at least one of the following social media platforms or digital channels, using an account that has been verified and linked to the Love Creator's Lovelike profile per ToS Section 2.6.2:
Instagram: Feed post (image or carousel), Reel, or Story (Story publications must be saved to a Highlight and remain accessible for the Content Retention Period);
TikTok: Video post;
YouTube: Video (standard or Short);
Instagram: Video post;
Other Platforms: Lovelike may approve additional platforms on a case-by-case basis upon written request to support@lovelike.ai. The Love Creator must not publish on an unapproved platform and claim compliance credit without prior approval.
(e) Public Accessibility Requirement. Each publication must be:
Publicly accessible — visible to any user of the applicable social media platform without requiring the viewer to follow, connect with, subscribe to, or send a request to the Love Creator's account. Publications on private, locked, restricted, or friends-only accounts do NOT satisfy this requirement.
Non-gated — the publication must not require the viewer to perform any action (e.g., liking, commenting, sharing, following, subscribing, paying) as a condition of viewing the full content.
Indexable — the publication must be discoverable through the social media platform's native search functionality using relevant keywords or hashtags (e.g.,
#Lovelike,#LovelikePartner).Geographically unrestricted — the publication must not be geo-restricted to specific countries or regions, unless the social media platform imposes such restrictions by default for the Love Creator's account region.
(f) Content Quality Standards. Each publication must meet the following minimum quality standards:
Visual Quality. Images: Minimum 1080 x 1080 pixels resolution; clear, well-lit, in focus; no excessive filters that obscure content. Videos: Minimum 720p resolution (1080p preferred); clear audio (if applicable); stable footage; minimum duration of 15 seconds (platform-specific minimums may apply, e.g., TikTok minimum). Graphics/Design: Professional appearance; legible text; brand colors and assets used correctly per Lovelike brand guidelines (available at www.lovelike.ai/brand or as communicated by Lovelike).
Textual Quality. Caption/description must be a minimum of 50 words (excluding hashtags and @mentions). Written in coherent, grammatically acceptable language (minor stylistic variations consistent with the Love Creator's personal brand are permitted). Must include substantive content about the Lovelike Platform — not merely a link with no context.
Originality. Each publication must be original content created specifically for the applicable Maintenance Period. Reposting, re-sharing, or recycling content from prior Maintenance Periods (whether with or without minor edits) does NOT satisfy this requirement. Each of the two (2) required publications per Maintenance Period must be substantially different from the other. Posting the same content twice (or substantially similar content with minor variations) counts as only one (1) publication. Cross-posting the same content to multiple platforms is permitted and counts as one (1) publication (not one per platform), unless the content is substantially adapted for each platform's format and audience (e.g., a long-form YouTube video and a short TikTok adaptation of the same topic would count as two publications if each is independently created and substantively different).
Brand Guidelines. Publications must use Lovelike-approved branding assets (logo, colors, taglines) where provided by Lovelike. Publications must NOT alter, distort, or misrepresent Lovelike branding. Lovelike brand guidelines are available at www.lovelike.ai/brand and are updated periodically. The Love Creator is responsible for using the most current version.
Prohibited Content. Publications must NOT contain content that violates the Acceptable Use Policy (ToS Section 3), including hate speech, illegal content, sexually explicit content, or violent content. Publications must NOT disparage Lovelike, its competitors, or other Platform users. Publications must NOT include misleading comparisons with competitor platforms.
(g) Content Retention Period. Each promotional publication must remain publicly accessible on the original platform for a minimum of thirty (30) consecutive calendar days from the date of publication (the "Promotional Content Retention Period").
The Love Creator must NOT delete, archive, hide, set to private, or otherwise make the publication inaccessible during the Promotional Content Retention Period.
For Instagram Stories: The Story must be saved to a dedicated Highlight (e.g., "Lovelike" or "Partners") and the Highlight must remain accessible for the full Promotional Content Retention Period. Unsaved Stories that expire after 24 hours do NOT satisfy the Content Retention Period requirement.
For ephemeral content formats on other platforms (e.g., Snapchat Snaps, WhatsApp Status): Such formats do NOT qualify as promotional publications under this Section 1A.2.1 due to their temporary nature, unless the platform provides a mechanism to make the content permanently accessible (equivalent to Instagram Highlights).
Removal of a promotional publication before the expiration of the Promotional Content Retention Period, unless caused by a Force Majeure event per ToS Section 20.11 or a social media platform action beyond the Love Creator's control (subject to the notification and appeal obligations in ToS Section 7.1.5.3), constitutes a failure to satisfy the Maintenance Period activation requirement for that publication. If only one of the two required publications is prematurely removed, the Love Creator must publish a replacement within the applicable deadline to maintain compliance.
(h) Publication Timing, Deadlines, and Spacing. Publication timing requirements differ based on whether the Love Creator is in their first Maintenance Period or in a subsequent Maintenance Period entered with active status:
(i) First Maintenance Period (New Creators). For the Love Creator's very first Maintenance Period following account activation:
(A) Both publications must be made within the first Maintenance Period (between Day 1 and Day 30, inclusive).
(B) The two (2) publications must be spaced at least seven (7) calendar days apart to ensure sustained promotional presence. Publishing both posts on the same day or within fewer than 7 days of each other does NOT satisfy this spacing requirement.
(C) Publications must be live and publicly accessible by 11:59 PM ET (Eastern Time) on Day 30 of the first Maintenance Period to count toward that period's compliance.
(D) If the Love Creator satisfies the Promotional Content Obligation by the end of the first Maintenance Period, the Love Creator enters the second Maintenance Period with active status and the carry-over deadlines in Section 1A.2.1(h)(ii) apply from that point forward.
(ii) Subsequent Maintenance Periods (Active Status Carry-Over). For each Maintenance Period that the Love Creator enters with active status (i.e., the immediately preceding Maintenance Period was completed with two (2) approved promotional publications):
(A) First Publication Deadline. The Love Creator must publish and submit for verification the first promotional publication no later than Day 5 of the Maintenance Period (i.e., within the first five (5) calendar days, by 11:59 PM ET on Day 5).
(B) Second Publication Deadline. The Love Creator must publish and submit for verification the second promotional publication no later than Day 15 of the Maintenance Period (i.e., within the first fifteen (15) calendar days, by 11:59 PM ET on Day 15).
(C) Active Status Continuity. Because the Love Creator enters the Maintenance Period with active status carried over from the prior compliant period, the Love Creator retains full access to all Platform features from Day 1. This access continues uninterrupted provided both publication deadlines are met. If a deadline is missed, the consequences in Section 1A.5.1 apply.
(D) Early Submission. The Love Creator may publish and submit both publications before their respective deadlines. Publishing the first publication on Day 1 and the second publication on Day 5 (or any combination that meets both deadlines) is permitted, provided each publication independently satisfies all requirements of Section 1A.2.1 and the two publications are substantially different per Section 1A.2.1(f)(iii).
(E) No Extension. The Day 5 and Day 15 deadlines are firm and non-negotiable. Pending content review under Section 1A.3 does not extend the publication deadline — the publication must be live and publicly accessible by the deadline. The review and approval process occurs after publication and determines whether the publication counts toward compliance, but the act of publishing and submitting for verification must occur by the deadline.
(iii) Maintenance Periods Entered Without Active Status (Reactivation Periods). For Maintenance Periods in which the Love Creator is seeking reactivation per Section 1A.6 (i.e., the Love Creator enters the Maintenance Period with inactive status):
(A) Both publications must be made within the Maintenance Period (between Day 1 and Day 30, inclusive).
(B) The two (2) publications must be spaced at least seven (7) calendar days apart.
(C) Publications must be live and publicly accessible by 11:59 PM ET (Eastern Time) on Day 30 of the Maintenance Period.
(D) Active status is restored upon approval of the second qualifying publication per Section 1A.6. Once restored, the Love Creator enters the next Maintenance Period with active status and the carry-over deadlines in Section 1A.2.1(h)(ii) apply.
(iv) Maintenance Period Tracking. The Creator Dashboard displays the exact start date and end date for the current Maintenance Period, as well as historical Maintenance Period records. All Maintenance Period dates are calculated from the original Activation Date and are not adjustable by the Love Creator under any circumstances, including reactivation.
(i) Submission and Verification.
Within forty-eight (48) hours of publishing each promotional publication, the Love Creator must submit the publication for verification through the Platform's Creator Dashboard by providing: (A) the direct URL (permalink) of the publication; (B) a screenshot of the live publication as it appears to a public viewer; (C) the date and time of publication; and (D) the social media platform on which it was published.
Failure to submit the publication for verification within 48 hours does not automatically disqualify the publication, but Lovelike reserves the right to require retroactive verification (including screenshots, analytics data, or platform-generated publication timestamps) and may delay compliance confirmation until verification is completed.
Lovelike may employ automated monitoring tools (including periodic URL checks, screenshot captures, and engagement metric verification) to verify compliance with this Section 1A.2.1. Love Creators consent to such monitoring as a condition of maintaining active Creator status.
1A.2.2 Supplementary Activation Activities (Optional, Non-Substitutive)
The following activities are recognized as valuable contributions to the Platform ecosystem but do NOT substitute for the Promotional Content Obligation in Section 1A.2.1. Completion of these activities may positively impact the Love Creator's Quality Score (Section 17) and may be considered as a mitigating factor in reactivation reviews (Section 1A.6), but they do not satisfy the Maintenance Period activation requirement:
(a) Completion of a Platform-facilitated campaign (creation, approval, and publication of campaign content for a Love Partner);
(b) Achievement of marketplace sales targets (when Marketplace is activated per ToS Section 1.2.4.7);
(c) Active participation in GLOW ARENA competitive challenges (when activated per ToS Section 19);
(d) Contribution to the MY AIME AI Training Program (Section 7.5 of the ToS);
(e) Participation in Platform community events, webinars, or educational programs organized by Lovelike.
1A.3 Promotional Content — Legal and Technical Compliance Verification.
(a) Nature of Review. All promotional content submitted by Love Creators pursuant to Section 1A.2 shall be subject to a compliance verification review conducted by Lovelike (the "Compliance Review"). The Compliance Review is a limited, non-editorial review performed solely to verify that the submitted content meets the objective legal and technical requirements set forth in this Section 1A.3. The Compliance Review does not constitute editorial review, creative direction, content curation, artistic approval, or any form of substantive editorial control over the Love Creator's content. Lovelike does not evaluate, endorse, or approve the creative merit, aesthetic quality, persuasiveness, marketing effectiveness, or commercial value of any promotional content.
(b) Scope of Compliance Review. The Compliance Review is limited to verification of the following objective criteria:
(i) Legal Compliance. Whether the content complies with applicable federal, state, and local laws and regulations, including without limitation: (A) the Federal Trade Commission Act (15 U.S.C. § 41 et seq.) and the FTC Endorsement Guides (16 C.F.R. Part 255), specifically with respect to the inclusion of required material connection disclosures; (B) the Lanham Act (15 U.S.C. § 1051 et seq.) with respect to false or misleading advertising claims; (C) applicable state consumer protection and advertising disclosure statutes; (D) intellectual property laws, including copyright and trademark law, with respect to the use of third-party content, music, trademarks, and brand assets; and (E) any other law or regulation that Lovelike reasonably determines to be applicable to influencer marketing content.
(ii) Platform Policy Compliance. Whether the content complies with the Platform's content policies as set forth in the Terms of Service, which are limited to restrictions on content that is illegal, fraudulent, misleading, hateful, harassing, sexually explicit (unless permitted under the applicable content category), infringing, or otherwise in violation of the Terms of Service.
(iii) Technical Functionality. Whether the content is technically functional for its intended purpose, including without limitation: (A) that links, tags, and mentions are operative and correctly directed; (B) that the content is viewable, readable, and playable without material technical defects (such as corrupted files, broken formatting, or unreadable text); and (C) that the content meets the minimum technical requirements of the intended publication platform (such as file format, aspect ratio, and file size limitations imposed by the social media platform itself).
(iv) Disclosure Verification. Whether the content includes required disclosures of material connections, sponsorships, or partnerships in accordance with the FTC Endorsement Guides, including verification that disclosures are: (A) clear and conspicuous; (B) positioned such that they are likely to be noticed and understood by the audience; (C) not buried, obscured, or contradicted by other elements of the content; and (D) compliant with any platform-specific disclosure requirements (such as the use of built-in "Paid Partnership" or "Sponsored" labels where available and required).
(c) Review Outcomes. Following the Compliance Review, Lovelike shall communicate one of the following outcomes to the Love Creator:
(i) Compliance Confirmed. The content has passed the Compliance Review and may be published. Confirmation of compliance does not constitute endorsement, editorial approval, or assumption of responsibility for the content by Lovelike. The Love Creator remains solely responsible for the accuracy, legality, and appropriateness of the content.
(ii) Compliance Deficiency Identified. One or more specific, objective compliance deficiencies have been identified. Lovelike shall provide the Love Creator with a written description of each identified deficiency, referencing the specific compliance criterion under Section 1A.3(b) that is not met. The Love Creator shall revise the content to address the identified deficiencies and resubmit the content for a subsequent Compliance Review. Lovelike shall not direct the Love Creator on how to revise the content; Lovelike shall only identify what compliance requirement is not met, and the Love Creator shall exercise its own creative judgment in determining how to achieve compliance.
(iii) Content Rejected. The content contains one or more deficiencies that cannot reasonably be cured through revision (such as content that is fundamentally illegal, fraudulent, or infringing), and the Love Creator must create and submit new content. Lovelike shall provide the Love Creator with a written explanation of the basis for rejection, referencing the specific compliance criteria under Section 1A.3(b).
(d) Timeline. Lovelike shall complete the Compliance Review within five (5) business days of the Love Creator's submission of promotional content. If Lovelike fails to communicate a review outcome within five (5) business days, the content shall be deemed to have passed the Compliance Review, subject to Lovelike's right to conduct a subsequent review and notify the Love Creator of any compliance deficiencies identified after publication, in which case the Love Creator shall promptly correct or remove the content as specified by Lovelike.
(e) No Assumption of Liability. The performance of the Compliance Review, or the confirmation of compliance with respect to any content, shall not be construed as: (i) an assumption of liability by Lovelike for the content; (ii) a representation or warranty by Lovelike that the content complies with all applicable laws, regulations, or third-party rights; (iii) editorial endorsement, creative approval, or content curation by Lovelike; (iv) a waiver of any right or remedy available to Lovelike under this Annex, the Terms of Service, or applicable law; or (v) evidence of an employment, agency, or joint venture relationship between Lovelike and the Love Creator. The Compliance Review is a risk-mitigation measure conducted by Lovelike in its capacity as a platform intermediary to maintain the overall legal compliance and integrity of the Platform, and not an exercise of editorial control over User-generated content. The Love Creator is and remains the sole author, publisher, and legally responsible party for all content it creates and publishes, whether or not such content has been subject to the Compliance Review.
(f) Section 230 Preservation. Nothing in this Section 1A.3 or elsewhere in this Annex shall be construed to make Lovelike the information content provider (as that term is defined in 47 U.S.C. § 230(f)(3)) of any content created by a Love Creator. Lovelike's Compliance Review activities constitute good faith efforts to restrict access to or availability of material that the provider considers to be objectionable within the meaning of 47 U.S.C. § 230(c)(2), and do not transform Lovelike into the creator or developer of the content. All content created by Love Creators constitutes information provided by another information content provider within the meaning of 47 U.S.C. § 230(c)(1).
1A.4 Compliance Monitoring.
The Platform tracks compliance with Maintenance Period activation
requirements through:
1A.5 Non-Compliance Consequences.
1A.6 Reactivation.
1A.7 Verification, Records, and Audit.
SECTION 1B. LOVE CREATOR — INDEPENDENT CONTRACTOR STATUS AND RELATIONSHIP CLASSIFICATION
1B.1 Independent Contractor Relationship.
(a) Classification. Each Love Creator's relationship with Lovelike is that of an independent contractor, and nothing in this Annex, the Terms of Service, any Campaign Agreement, or any course of dealing between Lovelike and a Love Creator shall be construed to create a relationship of employment, joint venture, partnership, agency, or franchisor-franchisee between Lovelike and any Love Creator. The Love Creator is not an employee, agent, representative, or partner of Lovelike for any purpose, including without limitation for purposes of federal, state, or local tax law, employment law, labor law, workers' compensation law, unemployment insurance law, or any other applicable law or regulation.
(b) No Employment Benefits. The Love Creator acknowledges and agrees that it is not entitled to receive, and Lovelike shall have no obligation to provide, any employment benefits, including without limitation health insurance, retirement benefits, paid leave, workers' compensation coverage, unemployment insurance, disability insurance, or any other benefit customarily provided to employees. The Love Creator is solely responsible for its own tax obligations, insurance, and benefits.
1B.2 Creative Autonomy and Discretion.
(a) Content Creation Discretion. The Love Creator retains full and exclusive creative discretion over the substance, style, tone, format, visual composition, narrative approach, and artistic expression of all content created in connection with the Platform, whether promotional content under Section 1A or Campaign Deliverables under a Campaign Agreement, subject only to: (i) compliance with applicable federal, state, and local laws and regulations, including without limitation the Federal Trade Commission Act (15 U.S.C. § 41 et seq.), the FTC Endorsement Guides (16 C.F.R. Part 255), and the Lanham Act (15 U.S.C. § 1051 et seq.); (ii) compliance with the specific deliverable descriptions agreed upon in the applicable Campaign Agreement (for Campaign Deliverables only); (iii) compliance with the Platform's content policies as set forth in the Terms of Service, which are limited to legal compliance, safety, and technical functionality requirements; and (iv) compliance with applicable brand guidelines provided by the Love Partner in the Campaign Brief, to the extent such guidelines address brand identity elements (logos, color palettes, taglines) rather than dictating creative execution.
(b) No Creative Direction by Lovelike. Lovelike does not direct, supervise, or control the creative process by which the Love Creator develops content. Lovelike's content review process under Section 1A.3 (for promotional content) and the Love Partner's review process under Section 8 (for Campaign Deliverables) are limited to verification of compliance with the objective criteria set forth in Section 1B.2(a)(i)-(iv) above and do not constitute creative direction, editorial control, or artistic supervision. Lovelike does not dictate the specific words, images, camera angles, editing techniques, music selections, narrative structures, or other creative choices employed by the Love Creator in producing content.
(c) Recommended Specifications vs. Mandatory Requirements. Any technical specifications referenced in this Annex or in Lovelike's published guidelines regarding content format, including without limitation suggested image resolutions, recommended video durations, suggested caption lengths, or preferred aspect ratios, are provided as recommended best practices to optimize content performance and Platform compatibility. Such specifications are guidelines, not mandatory directives, and the Love Creator may deviate from them in the exercise of its creative judgment, provided that the resulting content: (i) is of sufficient technical quality to be viewable, readable, and functional on the platforms where it is intended to be published; (ii) meets any specific technical requirements expressly agreed upon in the applicable Campaign Agreement; and (iii) complies with the minimum technical requirements of the third-party social media platforms on which the content is to be published.
1B.3 Freedom to Compete and Multi-Platform Activity.
(a) No Exclusivity. The Love Creator is free to provide influencer marketing services, content creation services, brand partnership services, and any other services to any other platform, brand, agency, marketplace, or client, including direct competitors of Lovelike, at any time during and after the Love Creator's participation in the Platform. Lovelike imposes no exclusivity, non-compete, or non-solicitation obligation on the Love Creator with respect to the Love Creator's general business activities outside the Platform, except as expressly set forth in Section 3.5 (Anti-Disintermediation) with respect to specific Love Partner relationships originated through the Platform.
(b) No Minimum Activity Requirement. The Love Creator is not required to accept any Campaign invitation, respond to any Campaign Brief, or maintain any minimum level of activity on the Platform. The Love Creator may decline any Campaign opportunity for any reason or no reason. The promotional content obligations set forth in Section 1A are conditions of continued access to the Platform's free-tier services and are not compensation for services rendered; failure to meet such conditions results in loss of access privileges, not breach of an employment or service obligation.
1B.4 Control of Means, Methods, and Schedule.
(a) Schedule and Location. The Love Creator has sole and exclusive control over when, where, and how it creates content. Lovelike does not set work hours, require attendance at any location, mandate use of any particular equipment or software, or otherwise control the physical or temporal circumstances of the Love Creator's work. Any deadlines set forth in Campaign Agreements represent delivery timelines agreed upon between the Love Creator and the Love Partner (with Lovelike acting solely as intermediary), and the Love Creator retains full discretion over how to organize its workflow to meet such deadlines.
(b) Tools and Equipment. The Love Creator provides its own equipment, software, devices, internet access, and all other tools and resources necessary to create content. Lovelike does not provide, and is not obligated to provide, any tools, equipment, workspace, or resources to the Love Creator.
(c) Subcontracting. The Love Creator may engage assistants, subcontractors, editors, photographers, videographers, or other third parties to assist in the creation of content, provided that: (i) the Love Creator remains solely responsible for the quality, timeliness, and legal compliance of all content delivered; (ii) the Love Creator ensures that any subcontractor complies with all applicable terms of this Annex and the Terms of Service; and (iii) the Love Creator discloses the use of subcontractors to the Love Partner if required by the applicable Campaign Agreement or if the Love Partner's Campaign Brief specifies that content must be created personally by the Love Creator.
1B.5 Nature of Promotional Content Obligations.
(a) Access Condition, Not Compensation. The promotional content obligations set forth in Section 1A (including without limitation the requirement to create and publish content referencing the Platform) constitute conditions of continued access to the Platform's services under the free-tier subscription model. Such obligations are not, and shall not be construed as: (i) compensation or consideration for employment or services; (ii) evidence of an employment relationship or worker classification; (iii) a minimum output requirement characteristic of an employment relationship; or (iv) an assignment of work by an employer to an employee. The Love Creator's compliance with Section 1A promotional content obligations is analogous to a licensee's compliance with the terms of a software license or a member's compliance with the terms of a membership agreement, and not to an employee's performance of assigned duties.
(b) Voluntary Participation. The Love Creator's participation in the Platform is entirely voluntary. The Love Creator may terminate its account and cease all Platform activity at any time, for any reason, without penalty, notice period, or obligation, except for obligations arising from Campaign Agreements already accepted and in progress at the time of termination, which shall be governed by the applicable Campaign Agreement terms and this Annex.
1B.6 Tax Responsibilities.
(a) Self-Employment Taxes. The Love Creator is solely responsible for the payment of all federal, state, and local taxes arising from amounts received through the Platform, including without limitation self-employment taxes, estimated quarterly taxes, income taxes, and any applicable sales or use taxes. Lovelike will issue IRS Form 1099-NEC (or any successor form) to Love Creators who receive payments meeting or exceeding the applicable reporting threshold in any calendar year, in accordance with applicable IRS regulations.
(b) No Withholding. Lovelike does not withhold any federal, state, or local income taxes, Social Security taxes, Medicare taxes, or any other taxes from payments made to Love Creators. The Love Creator acknowledges that it is responsible for making its own estimated tax payments and for complying with all tax filing obligations.
1B.7 Savings Clause.
In the event that any court, arbitrator, administrative agency, or regulatory body of competent jurisdiction determines that a Love Creator is not properly classified as an independent contractor under applicable law, such determination shall apply only to the specific Love Creator(s) subject to the proceeding and shall not be deemed to affect the classification of any other Love Creator. In such event, the parties agree that the financial terms of this Annex (including without limitation Platform Fees, Platform Commissions, and payout structures) shall be adjusted only to the minimum extent required to comply with such determination, and all other provisions of this Annex shall remain in full force and effect to the maximum extent permitted by applicable law.
1.6 Subscription Chargebacks
1.6.1 Governing Provisions. This Section 1.6 governs chargebacks and payment disputes initiated by Love Partners regarding subscription payments processed through the Platform. This Section operates in conjunction with, and is subject to, ToS Section 2.4.5 (Subscription Chargeback Consequences), which establishes the primary framework for subscription chargeback consequences. In the event of any conflict between this Section 1.6 and ToS Section 2.4.5, the provisions of ToS Section 2.4.5 shall prevail.
1.6.2 Pre-Chargeback Dispute Resolution Requirement. Before initiating any chargeback or payment dispute with a financial institution, credit card issuer, or payment processor regarding a subscription charge, the Love Partner MUST:
(a) Contact Lovelike via email at support@lovelike.ai with the subject line "Subscription Billing Dispute" within sixty (60) calendar days of the charge date.
(b) Include in the dispute notification: (i) the Love Partner's full legal name and Platform username; (ii) the email address associated with the account; (iii) the date and amount of the disputed charge; (iv) the payment method used (last four digits of card number or payment method identifier); (v) a clear explanation of the reason for the dispute; and (vi) any supporting documentation.
(c) Allow ten (10) business days from the date of submission for Lovelike to investigate and respond. During this investigation period, Lovelike will: (i) review the billing records for the disputed period; (ii) compile login activity logs, session data, and feature usage records for the disputed period; (iii) verify that the renewal reminder notices required by ToS Section 2.3.5 were sent and delivered; (iv) review cancellation records to determine whether a cancellation request was submitted; and (v) provide the Love Partner with a written determination including supporting evidence.
(d) If the investigation reveals a legitimate billing error, Lovelike will issue a correction or refund within five (5) business days of determination, and the matter will be resolved without the need for a chargeback.
(e) If the investigation determines that the charge was valid, Lovelike will provide the Love Partner with a written explanation including the evidence reviewed. The Love Partner may accept the determination, submit additional evidence within five (5) business days for reconsideration, or escalate to the Internal Dispute Resolution process in Section 12 of this Annex IV.
1.6.3 Evidence Preservation and Retention. Lovelike automatically records and preserves the following evidence for each subscription billing cycle, which is available for chargeback defense:
(a) Timestamped records of the Love Partner's subscription enrollment, including the accepted Terms of Service (with auto-renewal disclosure per ToS Section 2.3.2), the subscription tier selected, the price presented at enrollment, and the payment method authorized.
(b) Renewal reminder email delivery records, including email transmission timestamps, recipient email addresses, email content (including renewal amount and cancellation instructions), and delivery/bounce status from the email delivery provider.
(c) Login activity records for the disputed billing period, including timestamps of all login events, IP addresses and geographic locations, session durations, and device fingerprints or user agents.
(d) Feature usage records for the disputed billing period, including campaign creation or management activity, marketplace listing activity, API calls, analytics dashboard access, messaging activity, and any other Platform feature interactions.
(e) Cancellation activity records (or absence thereof), including whether the Love Partner accessed the cancellation page, whether a cancellation request was submitted, the timestamp and method of any cancellation, and confirmation email delivery records.
(f) Prior billing dispute history, including any previous disputes, their resolutions, and communications between the Love Partner and Lovelike regarding billing matters.
This evidence is retained for a minimum of 540 calendar days from the billing date (consistent with the maximum chargeback timeframe under Visa and Mastercard rules) and is available for chargeback representment, arbitration, and legal proceedings.
1.6.4 Bad Faith Determination Criteria. A subscription chargeback is deemed to have been filed in bad faith if one or more of the following conditions are met, as determined by Lovelike based on the evidence in Section 1.6.3:
(a) The Love Partner accessed or used any Platform feature during the disputed billing period, as evidenced by login records, session data, or feature usage logs. For purposes of this determination, "use" includes but is not limited to: logging into the Platform, accessing any dashboard or settings page, creating or modifying campaigns, posting or editing marketplace listings, sending or receiving messages through Platform messaging, accessing analytics or reports, making API calls using Platform credentials, or any other interaction with Platform features that requires authentication.
(b) The Love Partner failed to cancel the subscription before the renewal date despite the availability of the self-service cancellation mechanism described in ToS Section 2.3.3, and the Love Partner does not demonstrate that the cancellation mechanism was non-functional or inaccessible during the relevant period.
(c) Lovelike sent renewal reminder notices per ToS Section 2.3.5 to the email address associated with the Love Partner's account, and the email delivery provider confirms successful delivery (i.e., the emails were not bounced, and the Love Partner did not notify Lovelike of a change of email address).
(d) The Love Partner did not contact Lovelike via the pre-chargeback dispute resolution process in Section 1.6.2 before filing the chargeback, or contacted Lovelike but did not allow the ten (10) business day investigation period to elapse before filing.
(e) The Love Partner previously acknowledged the auto-renewal terms by completing the subscription enrollment process, which includes the auto-renewal disclosure and acknowledgment required by ToS Section 2.3.4.
1.6.5 Financial Consequences of Bad Faith Subscription Chargebacks. If a subscription chargeback is determined to have been filed in bad faith per Section 1.6.4, the Love Partner shall be liable for the following amounts, which are cumulative:
(a) The original subscription amount for the disputed billing period.
(b) The Chargeback Handling Fee of US$150 per chargeback as specified in Section 6A.1 of this Annex IV.
(c) All card network and payment processor fees imposed on Lovelike as a result of the chargeback, including but not limited to: the Stripe chargeback fee (currently US$15 per dispute), any card network assessment fees, and any monitoring program fees if Lovelike is placed in a card network chargeback monitoring program as a result of the Love Partner's chargeback.
(d) Reasonable attorneys' fees and documentation preparation costs incurred by Lovelike in preparing and submitting the chargeback representment package to the card network or payment processor.
(e) Late interest at the rate specified in Section 1.3 of this Annex IV if amounts owed under this Section 1.6.5 are not paid within fourteen (14) calendar days of written demand.
1.6.6 Collection Methods. Lovelike may collect amounts owed under Section 1.6.5 by any of the following methods, in Lovelike's discretion:
(a) Set-off against any current or future amounts owed to the Love Partner through the Platform, including but not limited to: marketplace sale proceeds, campaign refunds owed to the Love Partner, referral commissions, and any other payments pending in the Love Partner's Stripe Connect account or Platform wallet.
(b) Charging the Love Partner's payment method on file, subject to applicable card network rules and authorization requirements.
(c) Drawing from any rolling reserve held by Lovelike per Section 8.5 of this Annex IV.
(d) Issuing a written invoice with ten (10) business day payment terms. If the invoice is not paid within the payment term, Lovelike may pursue collection remedies per Section 14.2 of this Annex IV, including referral to a third-party collection agency, reporting to credit bureaus (to the extent permitted by the Fair Credit Reporting Act and applicable state law), and legal action.
1.6.7 Chargeback Defense Protocol. Upon notification of a subscription chargeback from the card network or payment processor, Lovelike will:
(a) Immediately suspend the Love Partner's account per ToS Section 2.4.5(c).
(b) Compile the evidence package described in Section 1.6.3.
(c) Submit a chargeback representment to the card network or payment processor within the applicable response deadline (typically 30-45 calendar days from chargeback notification), including: (i) the signed or electronically accepted Terms of Service with auto-renewal disclosure highlighted; (ii) login and usage records for the disputed billing period; (iii) renewal reminder email delivery records; (iv) cancellation policy and evidence of the equal-ease cancellation mechanism; (v) evidence of the Love Partner's failure to exhaust internal dispute resolution; and (vi) any other evidence supporting the legitimacy of the charge.
(d) Notify the Love Partner of the chargeback filing and provide an opportunity to withdraw the chargeback voluntarily within five (5) business days. If the Love Partner withdraws the chargeback voluntarily, the administrative fee in Section 1.6.5(b) may be waived at Lovelike's discretion, but the Love Partner's account may still be flagged for monitoring.
1.6.8 Recurrent Subscription Chargebacks. Two (2) or more subscription chargebacks filed by the same Love Partner (or by any entity, individual, or payment method associated with the same Love Partner) within any twelve (12) month period shall result in:
(a) Permanent termination of the Love Partner's account, effective immediately upon determination.
(b) Prohibition on creating new accounts on the Platform, directly or indirectly, under any name, entity, email address, or payment method associated with the Love Partner.
(c) Forfeiture of all pending payouts, credits, AIMÊ Credits, and Platform benefits, to the fullest extent permitted by applicable law.
(d) Reporting to chargeback fraud databases (including, without limitation, MATCH/TMF databases maintained by Mastercard and Visa) to the extent permitted by applicable law and card network rules.
(e) Referral to Lovelike's legal department for assessment of further legal action, including potential claims for breach of contract and fraud.
1.6.9 Legitimate Subscription Chargeback Exceptions. Nothing in this Section 1.6 applies to chargebacks filed for any of the following reasons, which are recognized as legitimate:
(a) Truly unauthorized transactions where the Love Partner's payment method was used without their knowledge or consent due to identity theft, stolen card, or account compromise, provided that the Love Partner supports the claim with: (i) a police report or financial institution fraud investigation reference number; (ii) a sworn statement that the Love Partner did not authorize the transaction; and (iii) evidence that the Love Partner's account was compromised (e.g., unauthorized logins from unfamiliar IP addresses or devices).
(b) Duplicate charges resulting from a documented Platform or Stripe billing error where the Love Partner was charged more than once for the same billing period.
(c) Charges for amounts materially different from the subscription price displayed to the Love Partner at the time of enrollment or the renewal price communicated in the renewal reminder notice (accounting for applicable taxes, which are disclosed at enrollment).
The Love Partner bears the burden of establishing that the chargeback falls within one of these legitimate exceptions. If the Love Partner initially files a chargeback claiming unauthorized use but Platform records demonstrate that the Love Partner's verified credentials were used to access the Platform during the disputed period from the Love Partner's customary IP address and device, the chargeback shall be reclassified as bad faith absent compelling evidence of account compromise.
1.6.10 Relationship to ToS Section 2.4.5. This Section 1.6 provides the detailed operational procedures for implementing the subscription chargeback framework established in ToS Section 2.4.5. The definitions, principles, and consequences in ToS Section 2.4.5 are incorporated by reference. In the event of any conflict between this Section 1.6 and ToS Section 2.4.5, the provisions of ToS Section 2.4.5 shall prevail.
1.6.11 Survival. The Love Partner's financial obligations, indemnification duties, and Lovelike's collection rights under this Section 1.6 survive the termination of the Love Partner's account, the expiration of any subscription period, and the termination or modification of these Terms, for the full statute of limitations period applicable to the underlying claims.
2. PAYMENT FLOW AND MANDATORY STRIPE CONNECT ACCOUNT
2.1 Processor and Flow
Processor: Stripe (Stripe Connect onboarding/payouts).
Flow: Love Partner funds the Platform Account; upon Payout Eligibility (defined as Final Approval plus metrics delivery, per Section 10.1), Lovelike instructs payout to the recipient's Connected Account, net of applicable fees/offsets.
Nature of Funds: Lovelike is not a bank, money transmitter, escrow, fiduciary, trustee, bailee, or custodian; payments are processed under card network and Stripe rules.
2.1A NO ADVANCEMENT OF FUNDS — PAYOUT CONTINGENCY AND PLATFORM LIABILITY LIMITATION
2.1A.1 Absolute Prohibition on Fund Advancement.
Lovelike shall under no circumstances advance, guarantee, front, loan, underwrite, insure, or otherwise disburse to any User (whether Love Creator, Love Connector, Love Partner, or any other User classification) any amount from Lovelike's own funds, operating capital, credit facilities, reserve accounts, or any source other than funds actually received from the originating payor and fully settled through the applicable payment processor (Stripe). For the avoidance of doubt:
(a) Love Creator Payouts. Lovelike's obligation to process a payout to a Love Creator for any Campaign Transaction is limited to, and conditioned upon, Lovelike's actual receipt and retention of the corresponding Campaign Budget funds from the Love Partner, net of all applicable holds, reserves, chargebacks, disputes, offsets, and deductions authorized under this Annex IV and the Terms of Service. If the Love Partner's payment is reversed, disputed, charged back, or otherwise not finally settled for any reason, Lovelike has no independent obligation to pay the Love Creator from Lovelike's own funds.
(b) Love Connector Commissions. Lovelike's obligation to process a commission payout to a Love Connector under Annex I or Annex VII is limited to, and conditioned upon, Lovelike's actual receipt and retention of the underlying transaction revenue from which the commission is calculated. If the underlying transaction is reversed, disputed, charged back, or otherwise not finally settled, the commission obligation is extinguished or proportionally reduced.
(c) Love Partner Refunds. Lovelike's obligation to process a refund to a Love Partner (whether arising from campaign cancellation per Section 3A.5, Latent Breach remedy per Section 3A.7, internal dispute resolution per Section 12, or any other refund scenario) is limited to funds actually held by Lovelike or recoverable from the Love Creator's Stripe Connect account through authorized clawback mechanisms under Section 8.2 and Terms of Service Section 6.5.2. Lovelike has no obligation to fund refunds from its own resources if the Love Creator's funds are unavailable, insufficient, or unrecoverable.
(d) Marketplace Payouts (When Activated). Upon activation of the Lovelike Shop Marketplace per Terms of Service Section 1.2.4.7, Lovelike's obligation to process marketplace seller payouts is limited to funds actually received from buyers and fully settled through Stripe, net of all applicable holds, reserves, chargebacks, returns, refunds, and deductions.
2.1A.2 Payout Schedule as Operational Processing Timeline.
The semi-monthly payout schedule established in Section 5.1 of this Annex IV constitutes an operational processing timeline indicating when Lovelike initiates payout instructions to Stripe — it does NOT constitute:
(a) a guaranteed payment date or payment deadline;
(b) a commitment to advance funds before final settlement of the underlying transaction;
(c) an obligation to process payouts regardless of pending disputes, holds, investigations, or chargeback windows;
(d) a wage payment obligation under any federal, state, or local employment law (all Users being independent contractors per Terms of Service Section 20.5 and Section 1B of this Annex IV); or
(e) evidence of an employment, agency, fiduciary, or debtor-creditor relationship between Lovelike and any User.
Lovelike reserves the right, at its sole and absolute discretion, to defer any payout pending:
(i) expiration of the applicable chargeback dispute period (up to 540 calendar days from the transaction date under major card network rules);
(ii) resolution of any pending dispute, investigation, fraud review, or regulatory hold under Sections 8.1, 8.2, 9, and 12 of this Annex IV and Terms of Service Sections 6.5 and 6.11;
(iii) confirmation that the source funds have not been reversed, disputed, stopped, or made subject to chargeback by the originating payor or by the card network or payment processor;
(iv) satisfaction of all payout eligibility conditions under the applicable provisions of this Annex IV (including, for Campaign Transactions, Finality of Approval per Section 8.3, metrics delivery per Section 10.1, and KYC/tax compliance per Section 9); and
(v) any other circumstance that Lovelike reasonably determines creates a material risk that disbursed funds may need to be recovered, reversed, or applied to satisfy obligations arising from the underlying transaction.
2.1A.3 Early Processing — No Waiver, No Precedent, No Guarantee.
If Lovelike elects, in its sole discretion, to process a payout to any User before the expiration of the applicable chargeback dispute period or before all payout deferral conditions in Section 2.1A.2 have been fully satisfied, such early processing shall NOT constitute:
(a) a waiver of Lovelike's clawback, reversal, offset, or recovery rights under Sections 5.3, 8.1, 8.2, or 8.4 of this Annex IV or Terms of Service Section 6.5.2;
(b) an assumption of chargeback risk, payment default risk, or fraud risk by Lovelike;
(c) a guarantee, advancement, loan, or commitment of Lovelike's own funds;
(d) a modification, limitation, or waiver of the contingency language in Section 8.3.3(d) of this Annex IV (which conditions the Love Creator's payout entitlement on final settlement of campaign funds);
(e) an estoppel, waiver, or release of any right, defense, remedy, or claim available to Lovelike under this Annex IV, the Terms of Service, or applicable law;
(f) a course of dealing, trade usage, or established practice creating any obligation, expectation, or entitlement to future early processing; or
(g) evidence that Lovelike acts as guarantor, insurer, lender, principal, employer, or fiduciary with respect to User payouts.
Early payout processing is a discretionary operational convenience that Lovelike may offer, modify, suspend, or withdraw at any time, for any reason or no reason, without notice to any User and without creating any obligation, precedent, or expectation.
2.1A.4 User Acknowledgments.
By accepting the Terms of Service and using any financial feature of the Platform, each User expressly acknowledges and agrees that:
(a) Intermediary Role. Lovelike acts solely as a payment facilitator, marketplace intermediary, and escrow agent (in the limited sense of holding funds pending satisfaction of contractual conditions), and NOT as a guarantor, lender, insurer, underwriter, principal, employer, bank, money transmitter, trust company, fiduciary, bailee, or custodian of User funds. Lovelike's payment facilitation role is governed by Stripe's terms and card network rules, not by banking, trust, or fiduciary law.
(b) No Entitlement to Advancement. No User has any claim, right, entitlement, expectation, or cause of action to receive any payout before Lovelike has received, retained, and confirmed final settlement of the corresponding funds from the originating payor. Any assertion to the contrary constitutes a misrepresentation of the contractual relationship.
(c) Clawback Survives Payout. Any payout received by a User remains subject to clawback, offset, reversal, and recovery under the conditions set forth in Sections 5.3, 8.1, 8.2, and 8.4 of this Annex IV and Terms of Service Section 6.5.2, regardless of whether the payout was processed before or after the expiration of the applicable chargeback or dispute period. Receipt of a payout does not extinguish Lovelike's recovery rights.
(d) No Claim for Deferred Processing. No User shall assert any claim, demand, dispute, chargeback, or cause of action against Lovelike for delayed or deferred payout processing where the delay or deferral results from Lovelike's exercise of discretion under this Section 2.1A or from any of the deferral conditions enumerated in Section 2.1A.2(i)–(v). Delayed processing under this Section does NOT constitute breach of contract, breach of implied covenant of good faith and fair dealing, conversion, unjust enrichment, or any other legal or equitable claim, provided that Lovelike processes the payout within a commercially reasonable time after all applicable deferral conditions are satisfied.
(e) Sole Recourse Against Originating Payor. In the event that a Love Partner's payment is reversed, charged back, or otherwise not finally settled, the Love Creator's sole recourse for the unpaid payout amount is against the Love Partner directly — not against Lovelike. Nothing in this Annex IV, the Terms of Service, any Campaign Agreement, or any course of dealing creates a guaranteed payment obligation, fiduciary duty, insurance obligation, or agency relationship that would require Lovelike to pay the Love Creator from Lovelike's own funds in the event of a Love Partner payment failure.
2.1A.5 Relationship to Other Provisions.
This Section 2.1A operates in conjunction with, and reinforces:
(a) Section 2.1 (Processor and Flow) — confirming that all payments flow through Stripe and Lovelike instructs payouts only upon Payout Eligibility;
(b) Section 5.1 (Payout Schedule) — confirming that the schedule is operational, not guaranteed;
(c) Section 8.3.3(d) (Finality of Approval — vesting language) — confirming that the Love Creator's payout entitlement vests upon the Approval Event but is "subject to final settlement of campaign funds" and Lovelike's obligation is "contingent upon and limited to funds actually received and retained";
(d) Terms of Service Section 6.5.1(c) (Creator/Connector Clawback) — confirming that Creator payouts may be frozen, reduced, or forfeited upon chargeback;
(e) Terms of Service Section 6.11.2(f) (Creator Payout in Campaign Chargeback Events) — confirming that Creator payout protection is suspended during chargeback disputes and that Lovelike shall NOT advance or guarantee Creator payouts; and
(f) Terms of Service Section 7.1.5.4(f) (Chargeback Risk Allocation) — confirming that campaign funding is not guaranteed, chargeback constitutes a funding failure, Creator's sole recourse is against the Love Partner, and no partnership or agency exists.
In the event of any conflict between this Section 2.1A and any other provision of this Annex IV or the Terms of Service, the provision affording greater protection to Lovelike against advancement, guarantee, or insurance obligations shall control.
2.1A.6 Survival.
This Section 2.1A, including all User acknowledgments, waivers, and Lovelike protections, survives:
(a) termination or expiration of the Terms of Service;
(b) termination, suspension, or deletion of any User's account;
(c) cancellation of any User's subscription;
(d) completion, cancellation, or termination of any Campaign;
(e) cessation of any User's Platform activity;
(f) any modification or amendment to this Annex IV or the Terms of Service; and
(g) any bankruptcy, insolvency, or reorganization of any party.
Lovelike's rights under this Section 2.1A continue for the full statute of limitations period applicable to the underlying transactions under Delaware law or the governing law determined by the arbitrator.
2.2 Condition Precedent
Creating, verifying, and maintaining an active Stripe Connect account ("Stripe Account") is a condition precedent to using financial features (fund campaigns, list products, receive payouts/commissions).
Love Connector Eligibility: Accrual and payout of any Love Connector commissions are conditioned on the referrer's continuous ACTIVE subscription status and an ACTIVE Stripe Connect account from the relevant referral event through the applicable accrual and payout cutoffs, as further detailed in Annex I Sections 2.3.8 and 7.6.1. Loss or suspension of eligibility pauses or cancels unpaid benefits to the extent permitted by law and Annex I/IV.
To the extent the user earns any award or prize with monetary value under Annex VI (Glow Arena), payout is contingent on Stripe Connect onboarding/KYC and tax/sanctions screening. No purchase is necessary; onboarding is an operational compliance step.
2.3 User Responsibility
Users must provide accurate onboarding information and maintain compliance with Stripe's terms/policies.
2.4 Non-Compliance
Failure to maintain a valid Stripe Account results in:
Inability to launch campaigns;
Inability to sell products;
Inability to receive payouts.
Payouts are held until a valid account is verified. Lovelike is not liable for delays or losses arising from user non-compliance.
2.5 Direct Relationship with Stripe
Each Stripe Account is a direct legal/financial relationship between the user and Stripe. Lovelike provides instructions to Stripe for payouts per this Annex, but is not party to the user-Stripe agreement.
2.6 Promotional Offers (No Alteration of Obligations)
Any coupon, discount, or promotion applied to a product does not alter or diminish the Love Partner's obligations regarding:
Warranty and guarantee compliance (Annex III);
Product safety and labeling;
Recall procedures;
Customer service standards.
Such obligations remain fully in force at post-discount prices.
Misleading promotional pricing (including fictitious "was/now" comparisons) is prohibited and must comply with applicable FTC pricing guidance (16 CFR Part 233) and state laws (e.g., California Business & Professions Code § 17500 et seq.).
3. CAMPAIGNS WITH CONTENT CREATORS — COMMISSION STRUCTURE (PLATFORM SERVICE FEES)
3.1 Financial Structure
(a) Total Cost: Campaign Budget plus a separate 15% Platform Fee (calculated on the Campaign Budget), charged to the Love Partner in addition to the Budget.
(b) Distribution of the Campaign Budget: The Campaign Budget is split as:
Love Creator payout: 85% of the Campaign Budget.
Platform Commission: 15% of the Campaign Budget.
(c) Platform Service Fees (Total Platform Revenue): The Platform's total revenue for a campaign equals:
Platform Commission (15% of Campaign Budget) + Platform Fee (15% of Campaign Budget).
(d) Love Connector Commissions: Any Love Connector commissions are paid from the Platform's revenue share (i.e., reduce the Platform's net revenue). The Love Creator's 85% payout is not reduced by Love Connector commissions.
(e) Platform Service Fee and Commission Non-Refundability.
(i) Irrevocable Service. The Love Partner acknowledges and agrees that Lovelike's matchmaking, facilitation, intermediation, payment processing, contract administration, and platform infrastructure services (collectively, "Platform Facilitation Services") are separate and independent services from the creative content services provided by the Love Creator. Platform Facilitation Services are fully and irrevocably performed and consumed upon the execution of the Campaign Agreement (i.e., when both the Love Partner and Love Creator have signed the Campaign Agreement per Section 3.4A.4). Once Platform Facilitation Services are performed, they cannot be "undelivered," "returned," or reversed, regardless of the subsequent outcome of the campaign between the Love Partner and the Love Creator.
(ii) Absolute Non-Refundability of Platform Revenue. The Platform Fee (15% of Campaign Budget per Section 3.1(a)) and the Platform Commission (15% of Campaign Budget per Section 3.1(b)) are ALWAYS retained by Lovelike and are NEVER refundable, adjustable, reversible, or subject to chargeback, under ANY circumstances, including but not limited to:
(A) Disputes between the Love Partner and the Love Creator regarding content quality, delivery, or campaign performance;
(B) Latent Breach findings per Section 3A.7;
(C) Campaign cancellations per Section 3A.5 (whether before or after content creation);
(D) Chargebacks or payment disputes filed by the Love Partner;
(E) Non-delivery by the Love Creator;
(F) Mutual termination of the Campaign Agreement;
(G) Material Breach by either the Love Partner or the Love Creator;
(H) Force Majeure events per ToS Section 20.11;
(I) Account termination of either party; or
(J) Any arbitration award, court order, or dispute resolution determination, except to the extent a final arbitration award or court order of competent jurisdiction expressly and specifically orders the return of Lovelike's Platform Fee or Platform Commission (and not merely the "Campaign Budget" or "campaign funds" generally).
(iii) Refund Calculation Formula. In any scenario where a refund, partial refund, or credit is awarded to the Love Partner (whether through internal dispute resolution per Section 12, Latent Breach remedy per Section 3A.7, or campaign cancellation per Section 3A.5), the maximum refundable amount is calculated as follows:
Maximum Refund = (Campaign Budget × Applicable Refund Percentage) − Platform Commission (15% of Campaign Budget)
The Platform Fee (15% of Campaign Budget) is NEVER included in refund calculations and is NEVER refunded.
Example: For a US$1,000 Campaign Budget with a 100% refund determination:
Total originally charged to Love Partner: US$1,150 (US$1,000 CB + US$150 Platform Fee)
Platform Commission retained: US$150 (15% of CB)
Platform Fee retained: US$150 (15% of CB)
Maximum refund to Love Partner:
US$1,150 - US$150 - US$150 = US$$850This US$850 equals the Love Creator's share, which is only refundable if the Love Creator committed a Material Breach and the payout has not yet been disbursed .
(iv) Rationale. This non-refundability is justified because: (A) Lovelike performs Platform Facilitation Services regardless of campaign outcome; (B) Lovelike's costs (server infrastructure, payment processing fees, matchmaking algorithms, contract administration, dispute resolution, customer support, and overhead) are incurred at the time of campaign facilitation and cannot be recovered; (C) the Love Partner received and consumed the full benefit of Platform Facilitation Services at the time of Campaign Agreement execution; and (D) allowing refunds of Lovelike's commission would incentivize strategic post-performance chargebacks that would make the platform economically unviable and deprive Love Creators of payment protection.
(v) In case of conflict between any refund provision in these Terms, this Annex IV, or any other Annex that refers to "full refund" or "partial refund" of the Campaign Budget, this Section 3.1(e) controls, and all references to refunds shall be interpreted as refunds of the Love Creator's share only (maximum 85% of Campaign Budget), net of all Lovelike Platform Fees and Commissions.
3.2 Distribution Scenarios
Commission Eligibility Rule: Only one (1) referrer commission applies per campaign — specifically, the commission payable to the person (Love Connector under Annex I, or Referral participant under Annex VII) who referred the Love Partner (brand) that funded the campaign. Referring a Love Creator does NOT generate campaign commissions under any program. The referrer's commission is paid from Platform Revenue and does NOT reduce the Love Creator's 85% payout.
(a) Scenario 1 — No Referrer (Love Partner was not referred by anyone):
Love Creator: 85%
Platform Revenue: 30% (15% Platform Commission + 15% Platform Fee)
(b) Scenario 2 — Love Partner was referred by a Love Connector or Referral Participant:
Love Creator: 85%
Love Partner's Referrer: 9%
Platform Revenue: 21% (30% total Platform Revenue − 9% referrer commission)
Clarifications:
(i) The referrer's 9% commission is calculated on the Net Campaign Value and paid from the Platform's 30% revenue share. The Love Creator's 85% payout is never reduced by referrer commissions (per Section 3.1(d)).
(ii) If both a Love Connector (Annex I) and a General Referral participant (Annex VII) could claim attribution for the same Love Partner, the non-stacking rules in Annex I Section 6.5 and Annex VII Section 5.4(d) apply. Only one program governs, with Annex I (Ambassador) taking priority.
(iii) No commission is payable for referring the Love Creator assigned to the campaign. Even if the Love Creator was originally referred to the Platform by a Love Connector or Referral participant, that referral does not generate campaign commissions.
3.3 Referral and Ambassador Commission Clawback Upon Chargeback.
If a Love Partner files a chargeback or payment dispute on any Platform transaction (subscription, campaign, or marketplace), all referral and ambassador commissions previously paid to any Love Connector (Annex I) or Referral Participant (Annex VII) that were earned in connection with that Love Partner's transactions are subject to immediate clawback per ToS Section 6.5.2:
(a) Commissions paid on the specific chargebacked transaction are immediately recoverable in full;
(b) If the chargeback pertains to a subscription payment, commissions earned on campaigns funded during that subscription period may also be recovered;
(c) Recovery may be executed through any method authorized by ToS Section 6.5.2(a), including Stripe Transfer Reversal, offset against future commissions from any Love Partner referral, direct debit, or invoice;
(d) The Love Connector's or Referral Participant's Irrevocable Clawback Authorization (ToS Section 6.5.2) applies without limitation to all referral commissions;
(e) This clawback authority survives account termination, program withdrawal, and cessation of Platform use.
3.4 Management and Approvals
(a) Briefing: Provided by Love Partner; must comply with law and FTC guidelines (including FTC Endorsement Guides 16 CFR Part 255).
(b) Approval Timeline: Love Partner must approve or reject with reasons within seventy-two (72) hours; lack of response constitutes deemed approval.
(c) Commission Entitlement: The Platform is entitled to its Platform Service Fees once the campaign is funded, except where the Love Creator commits a material breach; otherwise subject to Annex IV dispute/adjustment rules.
3.4A Campaign Contracting Process and Payment Authorization
3.4A.1 Campaign Initiation. A Campaign Transaction is initiated when a Love Partner selects a Love Creator for a campaign through the Platform's matchmaking system by clicking "Hire" (or equivalent action) on the Love Creator's profile or campaign proposal. The "Hire" action constitutes the Love Partner's binding offer to engage the Love Creator under the terms specified in the Campaign Agreement (including the campaign brief, deliverables, timeline, and Campaign Budget).
3.4A.2 Payment Authorization and Hold. Immediately upon clicking "Hire," the Love Partner is directed to the Stripe payment interface to authorize a payment hold for the full amount due (Campaign Budget plus Platform Fee per Section 3.1(a)). This payment hold operates as follows:
(a) The Platform creates a Stripe Payment Intent with manual capture (or equivalent Stripe mechanism) that authorizes and holds the full campaign amount on the Love Partner's payment method.
(b) The hold is authorized for a period of up to seven (7) calendar days (the "Authorization Hold Period"), during which the funds are reserved on the Love Partner's payment method but are not yet captured or charged.
(c) The Love Partner's completion of the payment authorization and hold constitutes: (i) express authorization for the funds to be captured upon the Love Creator's acceptance per Section 3.4A.4; (ii) acknowledgment that the authorization is irrevocable during the Authorization Hold Period; and (iii) consent to the conversion of the hold to a final charge without further authorization or consent from the Love Partner.
(d) Simultaneously with the payment authorization, the Love Partner electronically executes the Campaign Agreement through the Platform's contract execution mechanism.
3.4A.3 Love Creator Notification and Acceptance Period. Upon successful payment authorization and Campaign Agreement execution by the Love Partner:
(a) The Love Creator receives a Platform notification and email informing them of the campaign offer, including the campaign brief, deliverables, timeline, Campaign Budget, and Love Creator payout amount.
(b) The Love Creator has seventy-two (72) hours from the timestamp of the notification (the "Acceptance Period") to accept or decline the campaign by electronically executing the Campaign Agreement.
(c) This 72-hour Acceptance Period is separate from, and occurs before, the 72-hour Contractual Review Period in Section 3.4(b), which governs the Love Partner's review of delivered content.
3.4A.4 Acceptance and Automatic Payment Capture. If the Love Creator accepts and signs the Campaign Agreement within the Acceptance Period:
(a) The Stripe payment hold is automatically converted to a final captured charge. No additional authorization, consent, or action from the Love Partner is required for this conversion.
(b) The Campaign Agreement becomes fully binding on both parties.
(c) The campaign timeline begins as specified in the Campaign Agreement.
(d) The Love Partner's payment obligation becomes final and irrevocable as of the moment of capture, subject only to the dispute and refund provisions in this Annex IV.
(e) The Platform issues confirmation to both parties, including: (i) Campaign Agreement reference number; (ii) campaign timeline and key dates; (iii) payment confirmation and amount captured; and (iv) next steps for campaign execution.
3.4A.5 Non-Acceptance and Hold Release. If the Love Creator does not accept the Campaign Agreement within the 72-hour Acceptance Period:
(a) The Campaign Agreement offer expires automatically.
(b) The Stripe payment hold is released, and the Love Partner's payment method is not charged.
(c) The campaign becomes available for other Love Creators to participate in, at the Love Partner's option.
(d) The Love Partner may select a different Love Creator and reinitiate the process per Section 3.4A.1.
(e) No fees, commissions, or charges are assessed to either party for an expired campaign offer.
3.4A.6 Prohibition on Payment Reversal During and After Capture. The Love Partner acknowledges and agrees that:
(a) During the Authorization Hold Period, the Love Partner may NOT contact their financial institution to cancel, reverse, dispute, or release the hold. Attempting to do so constitutes a Material Breach and bad faith per Section 3A.3.2.
(b) After the hold is converted to a captured charge per Section 3.4A.4, the payment is final and subject only to the dispute and refund provisions in Sections 3A, 8.3, and 12 of this Annex IV. Filing a chargeback after capture constitutes a presumptive Material Breach.
(c) The payment authorization and hold mechanism is designed to provide the Love Partner with full transparency regarding the amount to be charged, the conditions under which the charge will be captured, and the Love Partner's explicit consent to the capture. The Love Partner has already received all material information and provided informed consent at the time of clicking "Hire" and authorizing the hold.
3.4A.7 Chargeback Defense Evidence from Payment Flow. The Platform automatically preserves the following evidence from the campaign contracting process, available for chargeback defense per Section 3A.9:
(a) Timestamp and IP address of the Love Partner's "Hire" action.
(b) Complete Stripe Payment Intent data, including: (i) authorization timestamp; (ii) authorized amount; (iii) payment method details; (iv) authorization approval code; (v) capture timestamp; and (vi) capture approval code.
(c) Campaign Agreement execution records for both parties, including: (i) electronic signature timestamps; (ii) IP addresses; (iii) device fingerprints; and (iv) the version of the Campaign Agreement accepted.
(d) Love Creator acceptance notification and acceptance timestamp.
(e) Confirmation communications sent to both parties.
This evidence establishes a documented chain of: authorization → informed consent → contractual execution → service delivery → payment capture, which constitutes compelling evidence against chargeback claims of "unauthorized transaction" or "services not received."
3.5 Liquidated Damages for Disintermediation
(a) Prohibition and Acknowledgment. All payments between Users (e.g., Love Partners and Love Creators) for services or campaigns sourced through the Platform must be processed exclusively through the Platform. Any action by a User to solicit, negotiate, or accept payments directly from another User to bypass Platform fees ("Disintermediation") is a Material Breach of these Terms. You acknowledge that Lovelike invests substantial resources in curating its community, developing its technology, and connecting Users. Disintermediation causes significant direct and indirect damage to Lovelike, including, but not limited to, lost revenue, damage to the Platform's reputation, loss of future opportunities, and costs of investigation.
(b) Liquidated Damages (Disintermediation Fee). You acknowledge and agree that the actual damages incurred by Lovelike from a breach of the Disintermediation prohibition are difficult or impossible to ascertain with precision. Therefore, you agree that the amount defined below is a reasonable estimate of such damages and is intended as liquidated damages, not as a penalty.
(c) Fee Amount. If you engage in Disintermediation, you agree to pay Lovelike Liquidated Damages in an amount equal to:
(i) The greater of: (1) Twenty-Five Percent (25%) of the total value of the services transacted directly in circumvention of the Platform; or (2) A flat fee of Five Thousand U.S. Dollars ($5,000.00) per occurrence; PLUS (ii) All reasonable attorneys' fees and costs incurred by Lovelike in the investigation and collection of such fees.
(d) Payment and Remedies. You expressly authorize Lovelike to debit any payment method associated with your account, or withhold any funds or payouts due to you, for the full amount of the Liquidated Damages. If such methods are insufficient, you agree to pay Lovelike the remaining balance via invoice within ten (10) business days. Payment of this fee does not preclude Lovelike from pursuing all other available remedies, including, but not limited to, immediate and permanent account termination.
3.6 Content Usage Rights
Reuse is governed by the specific campaign agreement terms; usage must respect the granted license scope and duration.
SECTION 3A — CAMPAIGN DISPUTES, CHARGEBACKS, AND PAYMENT FINALITY
3A.1 Scope, Definitions, and Governing Principles
3A.1.1 Scope. This Section 3A governs all disputes, refund requests, chargebacks, and payment reversals arising from Campaign Transactions between Love Partners (brands/clients) and Love Creators (influencers/content creators) facilitated through the Platform. This Section 3A is the exclusive and comprehensive framework for campaign-related payment disputes and supersedes any general chargeback provisions in these Terms or Annexes to the extent they conflict with the specific provisions herein.
3A.1.2 Definitions. For purposes of this Section 3A, the following definitions apply in addition to those in ToS Section 1.1 and Annex V (Glossary):
(a) "Campaign Agreement" means the binding agreement formed between a Love Partner and a Love Creator through the Platform's campaign matching and acceptance process, which includes the campaign brief, deliverables, timeline, compensation, content usage rights, and all applicable terms of these Terms and Annexes.
(b) "Campaign Budget" means the total amount funded by the Love Partner for a specific campaign, as specified in the Campaign Agreement, from which all commissions, fees, and payouts are calculated per Section 3.1 of this Annex IV.
(c) "Campaign Content" means all creative works, materials, posts, stories, videos, images, text, and other deliverables produced by the Love Creator in fulfillment of the Campaign Agreement.
(d) "Approval Event" means either: (i) the Love Partner's express approval of Campaign Content through the Platform's approval mechanism (e.g., clicking "Approve Content," "Accept Deliverable," or equivalent confirmation button); or (ii) Deemed Approval as defined in Section 3A.1.2(e).
(e) "Deemed Approval" means automatic approval of Campaign Content that occurs when the Love Partner fails to approve, reject, or request revisions to submitted Campaign Content within the Contractual Review Period (as defined in Section 3.4(b) of this Annex IV). Deemed Approval has the same legal effect as express approval.
(f) "Publication Event" means the date on which Campaign Content is published, posted, or made available to the public on the designated platform(s) (e.g., Instagram, TikTok, YouTube) in accordance with the Campaign Agreement.
(g) "Reasonably Discoverable Breach" means any deficiency, non-conformity, or breach of the Campaign Agreement that the Love Partner could have identified through reasonable review of the Campaign Content prior to the Approval Event, including but not limited to: incorrect branding, missing hashtags or disclosures, wrong product placement, incorrect messaging, failure to include required visual elements, and deviation from the campaign brief regarding content format, length, or style.
(h) "Latent Breach" means a breach of the Campaign Agreement that could not reasonably have been discovered by the Love Partner through review of the Campaign Content prior to the Approval Event, and that only becomes apparent after publication. Latent Breaches are limited to: (i) fabricated engagement metrics (e.g., purchased followers, bot-generated likes, inflated impressions demonstrated through forensic analysis); (ii) undisclosed use of AI-generated content where the Campaign Agreement required original human-created content and the AI origin was not detectable upon visual review; (iii) stolen or infringing content that was not identifiable as infringing through reverse image search or reasonable due diligence at the time of review; and (iv) fraudulent audience demographics (e.g., the Love Creator's audience is substantially composed of fake accounts, demonstrated through platform analytics discrepancies). The foregoing categories are illustrative summaries. The exhaustive and exclusive enumeration of qualifying Latent Breach categories is set forth in Section 8.3.6(i)-(v) of this Annex IV, which controls in the event of any discrepancy with this Section 3A.1.2(h).
3A.1.3 Fundamental Principles. The following principles govern all campaign dispute resolution under this Section 3A:
(a) Campaign Transactions are business-to-business (B2B) commercial transactions for the provision of creative services. They are fundamentally distinct from consumer product purchases. The Love Partner is purchasing professional content creation, publication, and promotion services from the Love Creator through the Platform as intermediary.
(b) Creative services, once performed, are irrevocable. Unlike physical goods, published promotional content cannot be "returned," and the promotional value conferred upon the Love Partner (including impressions, engagement, brand exposure, audience reach, and algorithmic distribution benefits) is consumed upon publication and cannot be reversed, recalled, or undelivered.
(c) The Finality of Approval doctrine (Section 8.3 of this Annex IV) is the cornerstone of campaign payment finality. The Love Partner's approval (express or deemed) constitutes final acceptance of the Campaign Content and triggers the Love Creator's entitlement to payment.
(d) The Love Partner bears the burden of reviewing Campaign Content thoroughly before approval. The Contractual Review Period (Section 3.4(b)) exists specifically to provide the Love Partner adequate time for meaningful review. Failure to review does not excuse the Love Partner from the consequences of approval.
(e) Love Creators who perform their obligations in good faith are entitled to payment protection. The Platform's dispute resolution framework is designed to prevent the chargeback system from being weaponized to deprive Love Creators of earned compensation for services faithfully rendered.
3A.2 Pre-Dispute Requirements
3A.2.1 Mandatory Internal Dispute Resolution. Before initiating any chargeback, payment dispute, or payment reversal request with a financial institution, credit card issuer, or payment processor regarding a campaign funding payment, the Love Partner MUST:
(a) Submit a formal dispute through the Platform's internal dispute resolution process (Section 12 of this Annex IV) within thirty (30) calendar days of the Approval Event or Publication Event, whichever is later.
(b) Include in the dispute submission: (i) the Campaign Agreement reference number; (ii) a detailed description of the alleged breach or deficiency; (iii) the specific Campaign Agreement provisions allegedly violated; (iv) all supporting evidence (screenshots, analytics reports, third-party verification data, communications); (v) the specific remedy sought (revision, partial refund, full refund, content removal); and (vi) a certification that the Love Partner has not already filed a chargeback with a financial institution for the same transaction.
(c) Allow fifteen (15) business days from the date of dispute submission for Lovelike to investigate and mediate the dispute per Section 12 of this Annex IV. During this period, Lovelike will: (i) notify the Love Creator of the dispute and request a response within five (5) business days; (ii) review the Campaign Agreement, submitted Campaign Content, Approval Event records, and Publication Event records; (iii) assess whether the alleged breach constitutes a Latent Breach (eligible for post-approval remedy) or a Reasonably Discoverable Breach (waived upon approval); (iv) facilitate mediation between the parties; and (v) issue a written determination.
(d) Accept or appeal Lovelike's determination within seven (7) calendar days per Section 12.6 of this Annex IV. The appeal process provides an additional ten (10) business days for review by a senior dispute resolution team.
3A.2.2 Consequences of Bypassing Internal Process. Filing a chargeback or payment dispute with a financial institution without first completing the internal dispute resolution process in Section 3A.2.1 shall:
(a) Create a rebuttable presumption that the chargeback was filed in bad faith (Friendly Fraud as defined in ToS Section 1.1.13).
(b) Trigger immediate account suspension per Section 3A.3.1.
(c) Subject the Love Partner to the full financial consequences in Section 3A.3.
(d) Be considered by Lovelike as an aggravating factor in any subsequent determination regarding account termination.
3A.2.3 Exception for Platform Unresponsiveness. The pre-dispute requirement in Section 3A.2.1 is waived if Lovelike fails to acknowledge receipt of the Love Partner's internal dispute submission within five (5) business days, or fails to issue a determination within twenty (20) business days of submission (five days beyond the standard fifteen-day period). In such case, the Love Partner may file a chargeback without the bad faith presumption in Section 3A.2.2(a), but remains subject to all other provisions of this Section 3A.
3A.2.4 Express Estoppel and Waiver of Claims
By (i) approving Campaign Content (whether expressly or by deemed approval), or (ii) filing, initiating, or supporting any chargeback or payment dispute relating to a Campaign, the Love Partner irrevocably, knowingly, and unconditionally waives, releases, and is ESTOPPED from asserting, in any forum (including arbitration, court, or administrative proceeding), any of the claims, defenses, allegations, or theories set forth below.
(a) Estoppel by Approval — Irrevocable Waiver
Upon the occurrence of an Approval Event (express or deemed), the Love Partner is permanently and irrevocably barred from asserting any claim, defense, or allegation that was reasonably ascertainable upon review of the submitted Campaign Content, including, without limitation:
(i) Quality or subjective claims.
That the Campaign Content failed to meet subjective standards of quality, creativity, production value, aesthetics, or personal preference;
(ii) Brief deviation claims.
That the Campaign Content deviated from campaign brief specifications regarding format, length, style, tone, messaging, or presentation, where such deviations were visible or objectively identifiable prior to approval;
(iii) Brand guideline claims.
That the Campaign Content failed to comply with brand guidelines, logo placement, color schemes, visual identity requirements, or similar brand elements, where such non-compliance was detectable upon reasonable inspection;
(iv) Disclosure or compliance claims.
That the Campaign Content lacked required FTC disclosures, hashtags, mentions, or tagging, where the absence of such elements was apparent in the submitted content;
(v) Performance-based claims.
That the Campaign Content underperformed with respect to engagement, reach, impressions, conversions, or other performance metrics, except where such underperformance directly resulted from a valid Latent Breach established under Section 3A.7;
(vi) “Not as described” claims.
That the Campaign Content was not as described in the applicable Campaign Agreement, where the delivered content objectively matched the agreed specifications.
(b) Estoppel by Chargeback Filing — Transactional and Collateral Estoppel
By filing, initiating, or supporting any chargeback or payment dispute, the Love Partner is permanently barred from asserting:
(i) Alternative or duplicative recovery theories.
Any claim for refund, credit, compensation, reimbursement, or damages arising out of the same transaction facts, under any legal theory, in any amount exceeding or inconsistent with the chargeback outcome;
(ii) Unasserted defenses.
Any defense, justification, explanation, or factual allegation not raised during the chargeback process or the Platform’s internal dispute resolution procedure;
(iii) Inconsistent positions.
Any factual or legal position inconsistent with positions taken in the chargeback dispute or related internal process;
(iv) Creator liability claims.
Any claim that the Love Creator bears liability to the Love Partner for amounts disputed, lost, or reversed in connection with the chargeback, including claims for indemnification, contribution, or subrogation;
(v) Platform liability claims.
Any claim that Lovelike is liable for facilitating the transaction, matchmaking, content delivery, or payment processing, except as expressly permitted under these Terms.
(c) Judicial Estoppel and Forum Preclusion
The Love Partner is further estopped and barred from:
(i) Parallel proceedings.
Initiating or maintaining any lawsuit, arbitration, or administrative proceeding relating to the same transaction while a chargeback is pending or after final resolution of such chargeback;
(ii) Successive proceedings.
Filing any subsequent claim, dispute, or action based on the same transaction facts, regardless of legal theory, forum, or requested remedy;
(iii) Collective proceedings.
Participating in any class action, collective action, mass arbitration, or representative proceeding involving the same transaction or substantially similar transactions with Lovelike.
(d) Acknowledgment of Irrevocability
The Love Partner expressly acknowledges and agrees that:
(i) The estoppel and waiver provisions of this Section constitute material inducements to Lovelike’s acceptance of the Campaign Agreement, facilitation of the transaction, and protection of Love Creator compensation;
(ii) The waivers and estoppels are entered into knowingly, voluntarily, and intentionally, after a meaningful opportunity to review these Terms and consult independent legal counsel;
(iii) The estoppel effects are permanent, survive account suspension or termination, chargeback resolution, and the expiration of any statute of limitations; and
(iv) No rescission or revocation.
The Love Partner may not rescind, revoke, or disclaim these waivers or estoppels based on a subsequent change of mind, financial hardship, dissatisfaction with campaign results, or disagreement with the outcome of any chargeback or dispute process.
(e) Narrow Exception for Latent Breach
Nothing in this Section 3A.2.4 precludes a Love Partner from asserting a Latent Breach claim under Section 3A.7 only if all of the following conditions are satisfied:
(i) The Latent Breach is based on objective, verifiable fraud (including fabricated metrics, stolen content, undisclosed AI-generated content, or materially fake audience data) that was objectively undiscoverable prior to approval;
(ii) The Latent Breach claim is pursued exclusively through the internal dispute resolution process set forth in Section 3A.7 and not through a chargeback or external payment dispute;
(iii) No chargeback has been filed or initiated for the same transaction before or during the Latent Breach process; and
(iv) The Latent Breach is supported by clear and convincing evidence in accordance with Section 3A.7.3.
Any chargeback filed in connection with an alleged Latent Breach automatically forfeits this exception and triggers full estoppel under this Section 3A.2.4.
(f) Enforcement
These estoppel and waiver provisions may be:
(i) Asserted as affirmative defenses by Lovelike in any arbitration, court, or administrative proceeding;
(ii) Enforced through summary disposition or dismissal where the record establishes approval or chargeback filing;
(iii) Relied upon as independent grounds for dismissal of any claim barred hereby; and
(iv) Enforced with recovery of reasonable attorneys’ fees and costs incurred in defending or enforcing against claims brought in violation of this Section, to the extent permitted by applicable law.
3A.3 Campaign Chargeback Financial Consequences
3A.3.1 Immediate Account Suspension. Upon notification of a campaign chargeback from the card network or payment processor, the Love Partner's account will be immediately suspended pending investigation, including suspension of: (a) access to campaign management features; (b) ability to fund new campaigns; (c) marketplace listing capabilities; and (d) payout processing for any pending amounts. The suspension does not affect the Love Partner's obligation to pay amounts already owed.
3A.3.2 Bad Faith Determination for Campaign Chargebacks. A campaign chargeback is deemed to have been filed in bad faith if one or more of the following conditions are met:
(a) The chargeback was filed after the Love Partner expressly approved the Campaign Content through the Platform's approval mechanism, as evidenced by the Approval Event timestamp and the Love Partner's authenticated session data.
(b) The chargeback was filed after Deemed Approval (the Contractual Review Period expired without the Love Partner approving, rejecting, or requesting revisions), and the Love Partner does not demonstrate that it was prevented from reviewing the content due to Platform malfunction, account lockout, or force majeure.
(c) The Love Partner's stated chargeback reason relates to a Reasonably Discoverable Breach (as defined in Section 3A.1.2(g)) that the Love Partner could have identified during the review period before approval.
(d) The Love Partner did not exhaust the internal dispute resolution process in Section 3A.2.1 before filing the chargeback, or submitted an internal dispute but did not wait for Lovelike's determination before filing.
(e) The Campaign Content was published on the designated platform(s) and remained live for the minimum duration specified in the Campaign Agreement, and the Love Partner received the full promotional benefit of the publication (impressions, engagement, reach).
(f) The Love Partner's stated chargeback reason is "services not received" or "merchandise not received," but Platform records demonstrate that Campaign Content was submitted, reviewed (or available for review), approved (expressly or by deemed approval), and published.
3A.3.3 Financial Liability for Bad Faith Campaign Chargebacks. If a campaign chargeback is determined to have been filed in bad faith per Section 3A.3.2, the Love Partner shall be liable for all of the following amounts, which are cumulative:
(a) The full Campaign Budget amount for the disputed campaign, regardless of whether the card network ultimately upholds or reverses the chargeback. This amount represents the Love Partner's contractual obligation for services fully rendered.
(b) The Chargeback Handling Fee of US$150 per chargeback as specified in Section 6A.1 of this Annex IV.
(c) All card network and payment processor fees imposed on Lovelike as a result of the chargeback, including but not limited to: the Stripe chargeback fee (currently US$15 per dispute), any card network assessment fees, and any monitoring program fees if Lovelike is placed in a card network chargeback monitoring program as a result of the Love Partner's chargeback activity.
(d) Reasonable attorneys' fees and documentation preparation costs incurred by Lovelike in preparing and submitting the chargeback representment package.
(e) If the Love Partner continues to use Campaign Content after the content license termination per Section 3A.4 (below), additional damages for copyright infringement including statutory damages under 17 U.S.C. Section 504 (US750−30,000perworkinfringed,oruptoUS750-30,000 per work infringed, or up to US750−30,000perworkinfringed,oruptoUS150,000 per work for willful infringement).
(f) Late interest at the rate specified in Section 1.3 of this Annex IV if amounts owed under this Section 3A.3.3 are not paid within fourteen (14) calendar days of written demand.
3A.3.4 Collection Methods. Lovelike may collect amounts owed under Section 3A.3.3 by any of the following methods, in any order and combination, at Lovelike's discretion:
(a) Set-off against any current or future amounts owed to the Love Partner through the Platform, including but not limited to: other campaign refunds, marketplace sale proceeds, referral commissions, AIMÊ Credits with monetary value (if any), and any other payments pending in the Love Partner's Stripe Connect account or Platform wallet.
(b) Drawing from any rolling reserve held by Lovelike per Section 8.5 of this Annex IV.
(c) Charging the Love Partner's payment method on file, subject to applicable card network rules and authorization requirements.
(d) Issuing a written invoice with ten (10) business day payment terms. If the invoice is not paid within the payment term, Lovelike may pursue collection remedies per Section 14.2 of this Annex IV.
3A.4 Content License Termination Upon Chargeback
3A.4.1 Automatic License Termination. If a Love Partner files a chargeback on a campaign funding payment for any reason, all content licenses granted by the Love Creator to the Love Partner for that specific campaign are immediately and automatically terminated, effective as of the date the chargeback is filed with the financial institution or card network.
3A.4.2 Cessation of Use. Upon license termination per Section 3A.4.1:
(a) The Love Partner must cease all use of Campaign Content within twenty-four (24) hours of receiving notice of the license termination from Lovelike.
(b) The Love Partner must remove Campaign Content from all channels, platforms, websites, and media within forty-eight (48) hours of receiving notice, including but not limited to: social media reposts, website embeds, email marketing usage, paid advertising creative, and any other commercial or non-commercial use.
(c) The Love Partner must delete all copies of Campaign Content in its possession or control, including copies stored on local devices, cloud storage, marketing platforms, and content management systems.
(d) The Love Partner must provide written confirmation of content removal and deletion to Lovelike within seventy-two (72) hours of receiving notice.
3A.4.3 Copyright Infringement for Continued Use. Continued use of Campaign Content after license termination constitutes willful copyright infringement under 17 U.S.C. Section 501. The Love Creator and Lovelike (as exclusive licensee for enforcement purposes) reserve all rights to pursue statutory damages under 17 U.S.C. Section 504 (up to US$150,000 per work for willful infringement), injunctive relief under 17 U.S.C. Section 502, impoundment under 17 U.S.C. Section 503, and recovery of costs and attorneys' fees under 17 U.S.C. Section 505.
3A.4.4 License Reinstatement. If the Love Partner voluntarily withdraws the chargeback within five (5) business days of filing, and pays any applicable administrative fees, the content licenses may be reinstated at Lovelike's discretion. Reinstatement is not guaranteed and depends on: (i) whether the Love Creator consents to reinstatement; (ii) whether the Love Partner has a history of chargeback behavior; and (iii) whether the content was removed from all channels during the termination period.
3A.4.5 Love Creator Rights. Upon license termination per this Section 3A.4:
(a) Full copyright ownership and all usage rights revert exclusively to the Love Creator.
(b) The Love Creator may republish, relicense, or otherwise use the Campaign Content without restriction or obligation to the Love Partner.
(c) The Love Creator retains the right to pursue independent copyright infringement claims against the Love Partner for any unauthorized post-termination use.
3A.5 Campaign Cancellation Process (Pre-Approval)
3A.5.1 Cancellation Before Content Creation. A Love Partner may cancel a campaign before the Love Creator has begun content creation by:
(a) Using the Platform's campaign cancellation mechanism within the campaign management dashboard.
(b) Notifying Lovelike at support@lovelike.ai with the subject "Campaign Cancellation Request" and the Campaign Agreement reference number.
If cancellation occurs before the Love Creator has started content creation (as confirmed by the Love Creator and verified by Platform records showing no content submissions), the Love Partner is entitled to a refund calculated per Section 3.1(e)(iii). The Platform Fee (15% of Campaign Budget) and Platform Commission (15% of Campaign Budget) are non-refundable under all circumstances per Section 3.1(e), because Lovelike's Platform Facilitation Services (matchmaking, contract administration, payment processing) were fully performed at the time of Campaign Agreement execution. The maximum refund equals the Love Creator's share (85% of Campaign Budget), which in this scenario is refunded in full because no work was performed by the Love Creator.
Exemple:
Item | Calculation | Amount |
|---|---|---|
Gross Campaign Budget (CB) | Base Value | $1,000.00 |
Platform Fee (15% of CB) | $1,000 × 15% | +$150.00 |
Total Charged to Love Partner | CB + Fee | $1,150.00 |
--- | --- | --- |
Platform Commission (Retained) | 15% of CB | $150.00 |
Platform Fee (Retained) | 15% of CB | $150.00 |
Total Platform Retention | 30% of CB | $300.00 |
--- | --- | --- |
Refund to Love Partner | 85% of CB | $850.00 |
Love Creator Payout | No work performed | $0.00 |
3A.5.2 Cancellation After Content Creation Begins But Before Approval. If a Love Partner requests cancellation after the Love Creator has begun content creation but before the Approval Event:
(a) The Love Creator is entitled to a proportional payout based on the work completed, as determined by Lovelike's mediation per Section 12 of this Annex IV. Factors considered include: the percentage of deliverables completed, the resources expended by the Love Creator, and the value of any content already created.
(b) The Love Partner is entitled to a refund of the remaining Love Creator's share of the Campaign Budget after deducting the Love Creator's proportional payout. The Platform Fee and Platform Commission are non-refundable per Section 3.1(e).
(c) Content created before cancellation remains the Love Creator's property, and no licenses are granted to the Love Partner for partially completed content unless separately agreed in writing.
3A.5.3 No Cancellation After Approval. After the Approval Event (express approval or Deemed Approval), the campaign is deemed fully delivered and no cancellation, refund, or reversal is available, subject only to the Latent Breach exception in Section 3A.7.
3A.7 Latent Breach Exception — Limited Post-Approval Remedy
3A.7.1 Scope. Notwithstanding the Finality of Approval doctrine, a Love Partner may seek a limited post-approval remedy if, and only if, the Love Partner discovers a Latent Breach (as defined in Section 3A.1.2(h) and Section 8.3.6 of this Annex IV) after the Approval Event.
3A.7.2 Requirements for Latent Breach Claim. To assert a Latent Breach claim, the Love Partner must:
(a) Submit a formal Latent Breach dispute through the internal dispute resolution process (Section 12) within thirty (30) calendar days of discovering the Latent Breach, and in no event later than ninety (90) calendar days after the Publication Event.
(b) Provide clear and convincing evidence of the Latent Breach, including: (i) the specific nature of the breach; (ii) why the breach was not discoverable upon review of the Campaign Content before approval; (iii) when and how the breach was discovered; (iv) supporting documentation (forensic analysis of engagement metrics, third-party audit reports, platform analytics screenshots, reverse image search results, AI detection tool results).
(c) Demonstrate actual harm or damages resulting from the Latent Breach.
3A.7.3 Standard of Proof. Latent Breach claims are subject to a clear and convincing evidence standard, which is higher than the preponderance of the evidence standard applicable to ordinary campaign disputes. The Love Partner bears the burden of proof for all elements of a Latent Breach claim.
3A.7.4 Remedies for Proven Latent Breach. If Lovelike determines through the internal dispute resolution process that a Latent Breach has been proven by clear and convincing evidence, the following remedies apply. In all cases, Lovelike's Platform Fee (15% of Campaign Budget) and Platform Commission (15% of Campaign Budget) are retained and non-refundable per Section 3.1(e). Any refund is calculated exclusively from the Love Creator's share (85% of Campaign Budget).
(a) For fabricated engagement metrics: partial refund proportional to the verified overstatement of metrics, calculated from the Love Creator's share only. Example: if 50% of reported engagement was fraudulent, a 50% partial refund of the Love Creator's share (i.e., 50% × 85% = 42.5% of Campaign Budget) may be awarded.
(b) For stolen or infringing content: refund of the Love Creator's full share (85% of Campaign Budget), with content license termination and referral to the Love Creator's account for enforcement action. The Platform Fee and Platform Commission are retained.
(c) For fraudulent audience demographics: partial refund proportional to the demographic discrepancy, calculated from the Love Creator's share only, as determined by Lovelike's mediation.
(d) For undisclosed AI-generated content (where human-created content was required): partial refund at Lovelike's discretion from the Love Creator's share, based on the materiality of the AI usage and the impact on campaign value.
3A.7.5 Latent Breach Does Not Justify Chargeback. Even if a Latent Breach exists, the Love Partner must pursue the internal dispute resolution process in Section 12 and this Section 3A.7 rather than filing a chargeback. Filing a chargeback for a Latent Breach without exhausting internal remedies remains subject to the bad faith presumption in Section 3A.2.2 and the financial consequences in Section 3A.3.3.
3A.8 B2B Transaction Classification and Consumer Protection Inapplicability
3A.8.1 Business Purpose Representation. By funding a campaign through the Platform, the Love Partner represents and warrants that:
(a) The Love Partner is entering into the Campaign Agreement in its capacity as a business entity (or as a sole proprietor acting for business purposes), not as a consumer for personal, family, or household purposes.
(b) The campaign funding constitutes a business expense for advertising, marketing, or promotional services.
(c) The Love Partner understands and acknowledges that campaign funding is a commercial transaction for professional services.
3A.8.2 Consumer Protection Inapplicability. To the extent permitted by applicable law and card network rules:
(a) Consumer chargeback protections under the Fair Credit Billing Act (15 U.S.C. Section 1666), Regulation Z (12 CFR Part 1026), and the Electronic Fund Transfer Act (15 U.S.C. Section 1693) are inapplicable to campaign funding transactions that are business credit card transactions.
(b) The "goods and services" chargeback reason codes used by card networks (e.g., Visa reason code 13.1 "Merchandise/Services Not Received," Mastercard reason code 4853 "Goods/Services Not as Described") are inappropriate for campaign funding transactions where creative services have been performed, content has been delivered, and the Love Partner has approved the deliverables.
(c) Lovelike will represent these facts in any chargeback defense and will request that the card network reclassify the transaction as a B2B services transaction where applicable.
3A.8.3 Prevalence of Card Network Rules and B2B Transaction Classification.
(a) Card Network Rule Supremacy. To the extent that any provision of this Annex, the Terms of Service, or any Campaign Agreement conflicts with the applicable rules, regulations, operating procedures, or guidelines promulgated by Visa Inc., Mastercard International Incorporated, American Express Company, Discover Financial Services, or any other payment card network through which a Campaign Payment is processed (collectively, "Card Network Rules"), such Card Network Rules shall prevail solely with respect to the procedural handling of chargebacks, disputes, and reversals at the network level. For the avoidance of doubt, the supremacy of Card Network Rules under this Section 3A.8.3(a) does not limit, reduce, or otherwise affect: (i) the contractual obligations of the Love Partner or Love Creator under this Annex, including without limitation the obligation to pay Chargeback Handling Fees, Liquidated Damages, Processor Pass-Through Fees, and Attorney Fee Reimbursements; (ii) the non-refundability of Platform Fees and Platform Commissions as set forth in Section 3.1(e); (iii) the Finality of Approval Doctrine as set forth in Section 8.3; (iv) the estoppel and waiver provisions as set forth in Section 3A.2.4; or (v) any other financial obligation, indemnification duty, or consequential provision triggered by the filing, pursuit, or resolution of a chargeback, regardless of the outcome at the card network level.
(b) B2B Transaction Classification. All Campaign Payments processed through the Platform are classified as business-to-business ("B2B") commercial transactions for goods and services between the Love Partner (acting in its capacity as a business entity, sole proprietorship, or commercial enterprise) and Lovelike (acting as a commercial intermediary platform). Each Love Partner represents, warrants, and covenants that: (i) it is entering into each Campaign Agreement and authorizing each Campaign Payment exclusively for business, commercial, or professional purposes and not for personal, family, or household use; (ii) it maintains, or will maintain prior to initiating any Campaign, a valid business registration, tax identification number (EIN, SSN used for business purposes, or equivalent), or other documentation evidencing its status as a commercial entity in its jurisdiction of organization or principal place of business; (iii) it will, upon request by Lovelike, provide documentation substantiating its business status, including without limitation articles of incorporation, business licenses, DBA filings, or tax returns reflecting business income; and (iv) it acknowledges that the B2B classification of Campaign Payments is material to the terms, pricing, and risk allocation set forth in this Annex and the Terms of Service, and that any misrepresentation of business status constitutes a material breach entitling Lovelike to immediate account termination, forfeiture of pending payouts, and recovery of all fees, costs, and damages incurred as a result of such misrepresentation.
(c) Merchant Category Code (MCC) Classification. Lovelike shall register and maintain its merchant account(s) with Stripe, Inc. (or any successor payment processor) under Merchant Category Code(s) that accurately reflect the nature of the Platform's services as a B2B marketing services intermediary, including without limitation MCC 7311 (Advertising Services), MCC 7399 (Business Services — Not Elsewhere Classified), or such other MCC as may be most appropriate under applicable Card Network Rules for B2B digital marketing and influencer campaign facilitation services. Lovelike shall not use MCCs associated with consumer retail, entertainment, or personal services unless required by the applicable payment processor or card network. In the event of a dispute regarding the appropriate MCC classification, Lovelike shall use commercially reasonable efforts to maintain the classification that most accurately reflects the B2B nature of Campaign Payments and that provides the strongest evidentiary basis for representment in chargeback proceedings.
3A.8.4 Strong Customer Authentication and Liability Shift.
(a) 3D Secure Implementation. For all Campaign Payments with a total value equal to or exceeding Two Hundred Fifty United States Dollars (US$250.00), or for any Campaign Payment initiated by a Love Partner whose account has been flagged under the Early Warning Indicators set forth in Section 3A.5, Lovelike shall implement 3D Secure 2.0 authentication (or any successor strong customer authentication protocol adopted by the applicable card networks) through its integration with Stripe, Inc. or any successor payment processor. Lovelike reserves the right, at its sole discretion, to require 3D Secure authentication for Campaign Payments below the threshold specified herein, including without limitation for: (i) first-time Love Partners; (ii) Love Partners using payment methods issued by financial institutions in jurisdictions with elevated chargeback rates; (iii) Campaign Payments flagged by Stripe Radar, Lovelike's internal fraud detection systems, or any third-party fraud prevention tool integrated with the Platform; or (iv) any Campaign Payment where Lovelike determines, in its reasonable commercial judgment, that additional authentication would reduce chargeback risk.
(b) Liability Shift. Where 3D Secure authentication is successfully completed for a Campaign Payment, the liability for chargebacks filed under reason codes relating to unauthorized transactions (including without limitation Visa reason code 10.4 — "Other Fraud — Card-Absent Environment," Mastercard reason code 4837 — "No Cardholder Authorization," and their equivalents under other card networks) shall shift to the card-issuing bank in accordance with applicable Card Network Rules. The Love Partner acknowledges and agrees that: (i) successful completion of 3D Secure authentication constitutes additional evidence of the Love Partner's authorization of the Campaign Payment; (ii) if the Love Partner's issuing bank declines to support 3D Secure authentication or the authentication is downgraded due to issuer non-participation, the transaction may proceed without liability shift, and the Love Partner remains fully bound by all chargeback-related obligations under this Annex; and (iii) the implementation or non-implementation of 3D Secure authentication does not affect, limit, or modify any other obligation, waiver, estoppel, or financial consequence set forth in this Annex.
(c) Authentication Records. Lovelike shall maintain records of all 3D Secure authentication attempts, including successful authentications, failed authentications, frictionless flow approvals, and issuer downgrades, for a minimum period of five hundred forty (540) days from the date of the corresponding Campaign Payment. Such records shall be admissible and may be submitted as part of the Evidence Package in any chargeback representment, arbitration, or legal proceeding.
3A.8.5 Enhanced Transaction Documentation for B2B Representment.
For each Campaign Payment, Lovelike shall generate and retain, in addition to the records specified in Sections 1.6.3 and 3.4A.7, the following documentation to support B2B transaction classification in chargeback representment proceedings: (a) a copy of the Love Partner's business attestation made pursuant to Section 3A.8.3(b); (b) the Campaign Agreement executed electronically by the Love Partner, including the specific deliverables, pricing, and timeline; (c) evidence of the Love Partner's business account profile, including business name, business email domain (where applicable), and any uploaded business documentation; (d) records of prior Campaign Payments made by the same Love Partner, evidencing a pattern of commercial transactions; (e) 3D Secure authentication records, where applicable, as specified in Section 3A.8.4(c); and (f) delivery confirmation of Campaign Deliverables, including timestamps of content submission, Love Partner review period activity, and approval or deemed approval under the Finality of Approval Doctrine. Lovelike may compile such documentation into a standardized B2B Representment Package and submit it to the applicable payment processor, acquiring bank, or card network in connection with any chargeback dispute.
3A.8.6 Ongoing B2B Compliance Verification.
(a) Periodic Re-Verification. Lovelike reserves the right to require Love Partners to re-verify their business status at any time, including without limitation upon: (i) the first anniversary of account creation and annually thereafter; (ii) a material change in the Love Partner's account information, billing address, or payment method; (iii) the filing of any chargeback or formal dispute; or (iv) a request from Lovelike's payment processor, acquiring bank, or any card network. Failure to complete re-verification within fifteen (15) calendar days of Lovelike's written request shall constitute grounds for account suspension pending completion.
(b) Consumer Transaction Reclassification Risk. In the event that a card network, payment processor, acquiring bank, issuing bank, or regulatory authority reclassifies any Campaign Payment as a consumer transaction (a "Consumer Reclassification Event"), Lovelike shall: (i) notify the affected Love Partner within ten (10) business days of receiving notice of such reclassification; (ii) cooperate with the Love Partner in good faith to contest such reclassification where commercially reasonable; and (iii) adjust its authentication and documentation procedures prospectively to mitigate future Consumer Reclassification Events. Notwithstanding the foregoing, a Consumer Reclassification Event shall not entitle the Love Partner to any refund, credit, fee reduction, or modification of its obligations under this Annex, including without limitation chargeback-related obligations, except to the extent that applicable consumer protection laws mandatorily require different treatment, in which case only the minimum adjustment required by such laws shall apply.
3A.9 Chargeback Defense Protocol for Campaign Chargebacks
3A.9.1 Evidence Package. Upon notification of a campaign chargeback, Lovelike will compile and submit a comprehensive chargeback representment package to the card network or payment processor, which may include:
(a) The Campaign Agreement (including campaign brief, deliverables, timeline, compensation, and accepted terms).
(b) The Love Partner's authenticated Approval Event record (timestamp, IP address, session data, approval action).
(c) Evidence of Deemed Approval (if applicable), including: the date Campaign Content was submitted for review, the Contractual Review Period duration, confirmation that no rejection or revision request was received, and the Deemed Approval effective date.
(d) The Campaign Content as delivered (screenshots, links, media files, publication confirmations).
(e) Publication Event documentation (platform-verified publication timestamps, screenshots of live content, engagement metrics from the publication platform).
(f) Communication records between the Love Partner and Love Creator during content creation and review.
(g) Platform login and activity records demonstrating the Love Partner's active engagement with the campaign management features.
(h) Evidence that the Love Partner did not exhaust the internal dispute resolution process before filing the chargeback.
(i) Expert declaration or forensic analysis (if applicable) regarding the irrevocable nature of creative service delivery and the consumed promotional value.
(j) The Terms of Service and this Annex IV Section 3A, demonstrating the Love Partner's contractual acceptance of campaign payment finality.
3A.9.2 Love Creator Cooperation. Love Creators are required to cooperate with Lovelike's chargeback defense by: (a) preserving all Campaign Content and publication records; (b) providing platform analytics (impressions, engagement, reach) for the campaign; (c) responding to Lovelike's evidence requests within three (3) business days; and (d) providing a sworn declaration regarding content creation, delivery, and publication if requested.
3A.10 Recurrent Campaign Chargebacks
3A.10.1 Escalating Consequences. Campaign chargebacks by the same Love Partner (or any entity, individual, or payment method associated with the same Love Partner) are subject to escalating consequences:
(a) First Campaign Chargeback: Account suspension, chargeback defense, financial consequences per Section 3A.3.3, and formal written warning. Account may be reinstated upon resolution if the chargeback is withdrawn or the Love Partner prevails at the card network level and pays all applicable fees.
(b) Second Campaign Chargeback (within 12 months of the first): Permanent termination of the Love Partner's account, prohibition on creating new accounts, forfeiture of all pending payouts and credits, and reporting to chargeback fraud databases.
(c) Three (3) or more Campaign Chargebacks (any timeframe): In addition to the consequences in (b), Lovelike may pursue legal action for breach of contract and fraud, and may report the Love Partner to relevant industry associations and business fraud databases.
3A.10.2 Cross-Category Aggregation. For purposes of assessing the Love Partner's overall chargeback behavior and determining whether account termination is warranted, Lovelike may aggregate campaign chargebacks with subscription chargebacks (Section 1.6) and marketplace chargebacks per the applicable provisions of Annex II (when Marketplace is activated and Annex II is published per ToS Section 1.2.4.7)
3A.11 Legitimate Campaign Dispute Exceptions
3A.11.1 Recognized Legitimate Disputes. The following situations constitute legitimate grounds for a campaign dispute (but NOT for a chargeback without first exhausting internal dispute resolution):
(a) The Love Creator completely failed to create or deliver any Campaign Content by the agreed deadline.
(b) The Love Creator published content on the wrong platform (e.g., Instagram instead of TikTok as specified in the Campaign Agreement).
(c) A Latent Breach as defined in Section 3A.1.2(h), subject to the requirements and procedures in Section 3A.7.
(d) The Love Creator removed or deleted published Campaign Content before the minimum posting duration specified in the Campaign Agreement expired, without authorization.
(e) Lovelike billing error resulting in the Love Partner being charged more than the agreed Campaign Budget.
3A.11.2 Process for Legitimate Disputes. Even for legitimate disputes, the Love Partner must use the internal dispute resolution process in Section 12 of this Annex IV and Section 3A.2.1, rather than filing a chargeback. If the internal process results in a determination that the Love Partner is entitled to a full or partial refund, Lovelike will process the refund within ten (10) business days.
3A.11.3 Truly Unauthorized Transaction Exception. A Love Partner may file a chargeback without first exhausting internal dispute resolution only if the campaign funding was a truly unauthorized transaction (i.e., the Love Partner's payment method was used without their knowledge or consent due to identity theft, stolen card, or account compromise), supported by: (i) a police report or financial institution fraud investigation reference number; (ii) a sworn statement of unauthorized use; and (iii) evidence of account compromise. This exception is subject to verification using the Love Partner's Platform login records and session data.
3A.12 Arbitration and Survival
3A.12.1 Arbitration. All disputes arising under this Section 3A, including but not limited to: (a) whether a chargeback was filed in bad faith; (b) the amount of financial consequences owed; (c) whether a Latent Breach exists; (d) content license termination disputes; and (e) copyright infringement claims for post-termination content use, are subject to binding arbitration per ToS Section 15.
3A.12.2 Survival. The Love Partner's financial obligations, indemnification duties, content license termination consequences, and Lovelike's collection rights under this Section 3A survive the termination of the Love Partner's account, the completion of the campaign, the expiration of any subscription period, and the termination or modification of these Terms, for the full statute of limitations period applicable to the underlying claims.
4. MARKETPLACE SALES — COMMISSION STRUCTURE
⏳ COMING SOON — MARKETPLACE COMMISSION STRUCTURE. The following Section 4 describes the anticipated marketplace commission structure. This functionality is NOT currently operational.
4.1 Total Commission
For each sale via Lovelike Shop, the Platform deducts a total commission of twenty-five percent (25%) of the gross transaction value (exclusive of separately stated taxes), before other deductions.
Gross transaction value excludes:
Separately stated taxes;
Shipping fees;
Delivery fees;
Insurance charges.
Coupons and promotions are applied as set forth in Section 4.1.1.
4.1.1 Coupons and Promotions (Marketplace)
4.1.1.1 Definition and Funding
"Coupon" means a price reduction or benefit funded by the Love Partner and applied at checkout via code, URL parameter, or platform rule. Unless otherwise specified in a campaign or marketplace agreement, coupons reduce the transaction gross before commissions, revenue shares, and fees are computed.
4.1.1.2 Hierarchy and Non-Stacking
Coupons are classified within the Platform's discount hierarchy under Annex IV.
Coupons do not stack with Ambassador (Annex I) or Referral (Annex VII) benefits unless expressly disclosed at checkout.
The Platform's final classification and calculation prevail for settlement purposes. In case of overlapping discounts, the Platform applies the most favorable discount to the customer and attributes revenue accordingly. Users may appeal classification determinations per Section 12.
4.1.1.3 Brand Liability
The issuing Love Partner is exclusively liable for:
Coupon validity and terms;
Consumer disclosures (FTC Act compliance);
Duration and expiration dates;
SKU eligibility and exclusions;
Geographic scope and restrictions;
Consumer communications and support.
Lovelike is not the seller of record and assumes no liability for coupon outcomes, consumer complaints, or legal claims related to promotional offers.
4.1.1.4 Operational Errors and Reconciliation
In case of misconfiguration or errors, Lovelike may:
Cancel or correct coupons;
Reverse improper discounts;
Reconcile amounts in subsequent settlements.
Offsets, holds, and reserves may be applied pursuant to this Annex. Love Partners will be notified of corrections via dashboard and registered email within three (3) business days of discovery.
4.1.1.5 Creator-Attributed Coupons
Love Partners may designate coupons to specific Love Creators.
Attribution is determined by server-side capture (code/URL) per Annex VII.
FTC disclosures are required for promotional posts (16 CFR Part 255); failure may void referral eligibility.
4.2 Distribution Principle
The 25% commission is collected from the Love Partner and distributed among participants (Platform, Love Creator, Love Connectors) according to the applicable scenario.
Non-Stacking: Marketplace commissions do NOT stack with:
Ambassador benefits (Annex I)
General Referral Program benefits (Annex VII)
Other concurrent promotions
Classification Hierarchy: When a transaction qualifies under multiple programs (e.g., both Marketplace and Ambassador), the Platform applies the classification rules established in Annex I, Annex IV, and Annex VII in the following priority order:
Annex I (Ambassador Program): If transaction qualifies as Ambassador activity per Annex I Section 6.5, Ambassador rules govern commission calculation.
Annex VII (Referral Program): If transaction qualifies as Referral activity per Annex VII Section 5.4(d), Referral rules govern commission calculation.
Annex IV Section 4 (Marketplace): If transaction does NOT qualify under Annex I or VII, standard Marketplace commission rules apply.
Server-Side Determination: The Platform's server-side attribution and classification systems make the final determination of which program governs a specific transaction. Users may appeal classification per Section 12.
Settlement Calculation: Once classification is determined, the applicable commission percentages and distribution rules from the governing Annex apply to settlement calculation.
4.3 Scenarios
Commission Eligibility Rule: Consistent with Section 3.2, only the person (Love Connector under Annex I, or Referral participant under Annex VII) who referred the Love Partner (brand) is eligible for marketplace referrer commissions. Referring a Love Creator does NOT generate marketplace commissions under any program.
(a) Direct Sale by Love Partner (no Love Creator, no Love Connector):
Platform Revenue: 25%
(b) Sale via Love Creator's Shop (no Love Connector):
Love Creator: 15%
Platform Revenue: 10%
(c) Direct Sale by Love Partner (with Love Partner's Love Connector):
Love Partner's Love Connector: 2.5%
Platform Revenue: 22.5%
(d) Sale via Love Creator's Shop (with Love Partner's Love Connector):
Love Creator: 15%
Love Partner's Love Connector: 1%
Platform Revenue: 9%
Clarification: Even if a Love Creator was originally referred to the Platform by a Love Connector or Referral participant, that referral does not generate marketplace sale commissions. Only the Love Partner's referrer is eligible for commissions under scenarios (c) and (d).
4.4 Services Included
The Platform commission covers:
Platform intermediation and infrastructure;
Payment processing and security (PCI DSS compliance);
Platform maintenance and updates;
Access to Creator base and marketing tools;
Data analytics and reporting dashboards;
Operational and administrative costs;
Customer support (Platform-level).
5. PAYOUT SCHEDULE AND TRANSFER PROCEDURES
5.1 Schedule (ET — Eastern Time)
(a) Payouts processed on the 15th and last US business day of each month.
(b) Cut-off: Eligibility determined by 11:59 p.m. ET on the prior US business day.
(c) Campaigns: Completed/approved and within dispute windows as set herein.
(d) Marketplace: Accumulated amounts after return/withdrawal windows per law/policy.
For Love Connector commissions, accrual and payout remain subject to Annex I Sections 2.3.8 and 7.6.1 (continuous ACTIVE status requirement).
Dormant or unclaimed payouts:
(a) Dormancy Definition: An account is considered dormant if:
(i) No login activity for 12+ consecutive months; AND
(ii) No transactions (payouts, purchases, campaigns) for 12+ consecutive months.
(b) Dormancy Fees: To the extent permitted by applicable state law, Lovelike may assess a monthly dormancy maintenance fee after:
(i) 12 months of account inactivity; AND
(ii) 60 days' advance written notice to last known email/address.
Fee Amount: $5-15/month, determined by:
- Account balance (higher balance = higher fee, capped)
- Account type (Love Partner vs. Love Creator vs. Love Connector)
- State-specific dormancy fee regulations
(c) Escheatment Compliance: Unclaimed property will be reported and remitted to the appropriate state unclaimed property administrator per applicable state escheatment statutes (typically 3-5 years from last activity).
(d) Reactivation: Users may reactivate dormant accounts and reclaim funds before escheatment by:
(i) Logging into the Platform;
(ii) Verifying identity per KYC procedures;
(iii) Updating contact information.
(e) State-Specific Requirements: Lovelike complies with all applicable state unclaimed property laws, including:
- Delaware: 5-year dormancy period (6 Del. C. § 1199)
- California: 3-year dormancy period (Cal. Civ. Proc. Code § 1520)
- New York: 3-year dormancy period (N.Y. Aband. Prop. Law § 600)
Notice requirements and reporting deadlines vary by state.
(f) State Law Compliance Safeguards for Dormancy Fees.
(i) Prohibition Override. Notwithstanding any other provision of this Section 5.1, dormancy fees as described herein shall not be assessed, charged, or deducted from a User's Lovelike Balance in any jurisdiction where applicable state, territorial, or local law prohibits or restricts the imposition of inactivity fees, dormancy fees, service charges, or similar deductions on stored-value accounts, prepaid accounts, gift card balances, or funds held by a third party on behalf of another party, to the extent that such law is determined to apply to Lovelike Balances. Lovelike shall maintain and periodically update an internal compliance schedule identifying jurisdictions with such prohibitions or restrictions, and shall apply dormancy fees only to Users whose state of residence (as determined by the primary address on file in their Lovelike account) permits such fees under applicable law.
(ii) Floor Amount Preservation. In jurisdictions where dormancy fees are permitted but applicable law establishes a minimum balance below which inactivity fees may not reduce a stored balance, or where applicable unclaimed property law requires the reporting and remittance of the full abandoned balance without reduction for fees, dormancy fees shall not reduce a User's Lovelike Balance below the greater of:
(A) the minimum balance required to be reported under the applicable state's unclaimed property or escheatment statute; or (B) Five United States Dollars (US$5.00).
Once a User's Lovelike Balance reaches the floor amount specified in this Section, no further dormancy fees shall be assessed, and the remaining balance shall be subject to the escheatment provisions set forth in this Section 5.1 and applicable law.
(iii) Disclosure and Notice. Prior to the first assessment of any dormancy fee, Lovelike shall provide the affected User with no fewer than two (2) separate notices, delivered via the email address on file, with the first notice sent no later than thirty (30) days before the first dormancy fee assessment and the second notice sent no later than fifteen (15) days before such assessment. Each notice shall state:
(A) the amount of the dormancy fee and the frequency of assessment;
(B) the User's current Lovelike Balance;
(C) the actions the User may take to prevent dormancy fee assessment, including logging into the account, initiating a withdrawal, or contacting support;
(D) that the User may withdraw its balance at any time prior to escheatment, subject to the processing timelines set forth in this Annex; and
(E) a reference to the applicable state's unclaimed property rights, if any.
Failure by Lovelike to provide the notices required under this Section shall toll the commencement of dormancy fee assessment until such notices are properly delivered.
(g) Multi-Jurisdiction Escheatment Compliance.
(i) Applicable Law Determination. For purposes of determining the applicable escheatment dormancy period and reporting obligations, Lovelike shall apply the unclaimed property law of the User's state of residence as determined by the primary address on file in the User's Lovelike account. If the User has not provided a valid U.S. address, or if the User's state of residence cannot be determined, Lovelike shall apply the unclaimed property law of the State of Delaware (as Lovelike's state of incorporation or principal place of business, as applicable) in accordance with the priority rules established by Texas v. New Jersey, 379 U.S. 674 (1965), and Delaware v. New York, 507 U.S. 490 (1993), as may be modified by subsequent controlling authority.
(ii) Reporting and Remittance. Lovelike shall report and remit unclaimed Lovelike Balances to the applicable state in accordance with such state's unclaimed property statute, including without limitation any required holder reports, due diligence letters, and publication notices. Lovelike shall comply with the reporting deadlines, filing formats, and remittance procedures specified by each applicable state's unclaimed property administrator. The escheatment periods referenced in this Annex (including the five (5) year period for Delaware, three (3) year period for California, and three (3) year period for New York) are provided for illustrative purposes and shall be superseded by the actual dormancy period specified in the applicable state's unclaimed property statute as in effect at the time of reporting.
(iii) User Right to Claim. After escheatment, the User's right to claim the escheated funds shall be governed by the applicable state's unclaimed property statute, and the User may be required to file a claim directly with the state unclaimed property administrator. Lovelike shall have no liability for funds properly escheated to a state in compliance with applicable law, and the User's sole remedy for recovery of escheated funds shall be through the applicable state's claims process.
5.2 Balance Calculation
Gross sale value minus:
(a) Platform commission;
(b) Shipping paid by Love Partner (if applicable);
(c) Discounts/coupons offered by or authorized by Love Partner;
(d) Admin/logistics fees (e.g., weight/measure discrepancies, delivery failures attributable to Love Partner);
(e) Refunds/compensation from chargebacks, withdrawals, or disputes resolved against Love Partner.
Processor/card network fees are typically non-refundable; unless otherwise required by law or processor policy, such fees are absorbed by the Love Partner when refunds/chargebacks occur.
Coupons are applied as set forth in Section 4.1.1.
5.3 Retention and Offset
(a) Platform may retain/offset amounts from future payouts for:
Refunds;
Disputes;
Penalties;
Indemnifications;
Operational costs (per Section 6A).
(b) Deductions are disclosed in a dashboard report detailing:
Amounts withheld;
Origin/reason for deduction;
Justification and supporting reference (e.g., order ID, dispute case number);
Appeal instructions (Section 12).
6. CANCELLATION, RETURN, AND CHARGEBACK POLICY
6.1 Right of Withdrawal
The Love Partner must honor applicable consumer withdrawal/cancellation rights under US law and Platform policy (e.g., seven (7) calendar days from receipt where applicable by policy), without additional cost to the consumer.
State-specific requirements (e.g., California Civil Code § 1750 et seq.) are incorporated by reference and take precedence where more protective of consumers.
6.2 Chargeback Response
(a) Upon processor notification, the Love Partner must provide documentation within three (3) business days.
Required documentation includes:
Proof of delivery (tracking number, signature);
Product description and specifications;
Customer communication records;
Terms of sale at time of transaction;
Any other evidence supporting the transaction legitimacy.
(b) Lack of timely/adequate response may result in recognizing the chargeback and reversing funds to the buyer.
6.3 Chargeback Penalties (to the extent permitted by law)
(a) Contractual fine up to twenty percent (20%) of the transaction value for recurrent, attributable chargebacks.
"Recurrent" means:
Three (3) or more chargebacks within a 30-day period; OR
Chargeback rate exceeding 1% of total transactions in a rolling 90-day period.
(b) Temporary/permanent marketplace restrictions.
(c) Additional controls, such as manual order verification or enhanced documentation requirements.
SECTION 6A — ADMINISTRATIVE FEES FOR INVESTIGATIONS, HANDLING, AND COST RECOVERY
6A.1 Fee Schedule. The following non-refundable administrative fees may be assessed and deducted from the responsible party's balance or next payout:
(a) Chargeback Handling Fee: US$150 per chargeback event — assessed against the party whose conduct or transaction led to the chargeback, regardless of transaction category (marketplace, campaign, or subscription) and regardless of the ultimate chargeback outcome at the card network level.
(b) Fraud or Platform Manipulation Investigation Fee: US$500 — assessed against the party found responsible for fraudulent or manipulative activity following investigation.
(c) Material Breach or Compliance Investigation Fee: US$350 — assessed against the party found to have committed a material breach of the Agreement or Platform policies following investigation.
(d) Enhanced Liquidated Damages for Fraudulent Chargebacks: In addition to the Chargeback Handling Fee set forth in Section 6A.1(a), any Love Partner who files, initiates, or supports a chargeback that is determined by the Platform, in its reasonable discretion and based on objective evidence, to be fraudulent, abusive, or undertaken in bad faith shall be liable for Enhanced Liquidated Damages as follows:
Offense Level | Enhanced Liquidated Damages | Criteria |
|---|---|---|
First Offense | US$500 | First chargeback determined to be fraudulent, abusive, or in bad faith within any rolling twelve (12) month period |
Repeat Offense | US$1,000 | Second or subsequent fraudulent, abusive, or bad-faith chargeback within the same rolling twelve (12) month period |
Aggravated Fraud | US$1,500 | Chargeback filed after express content approval, deemed approval, or public distribution of the content, including where objective evidence demonstrates an intent to avoid or deprive the Love Creator of earned compensation |
(i) Nature and Purpose of Liquidated Damages
The parties expressly acknowledge and agree that the Enhanced Liquidated Damages set forth above constitute liquidated damages and not a penalty, and that:
(a) Difficulty of Ascertainment. At the time of contracting, the actual damages resulting from fraudulent, abusive, or bad-faith chargebacks are inherently difficult or impossible to precisely quantify and include, without limitation:
(i) disruption of Love Creator livelihood and economic reliance;
(ii) disproportionate administrative and operational burden on the Platform;
(iii) exposure to card network monitoring programs, elevated dispute ratios, and processing restrictions;
(iv) reputational and trust damage to the Lovelike marketplace ecosystem;
(v) deterrence of Love Creator participation and increased Creator churn; and
(vi) loss of anticipated and foregone Platform fees and transaction efficiency.
(b) Reasonable Pre-Estimate of Harm. The Enhanced Liquidated Damages amounts represent a reasonable and good-faith pre-estimate of the foregoing damages as of the Effective Date of these Terms, based on historical chargeback processing data, Creator retention and churn modeling, card network fee and monitoring projections, internal operational cost analysis, and overall marketplace economic impact.
(c) Commercial Risk Allocation. The parties further acknowledge that the Enhanced Liquidated Damages serve legitimate commercial purposes of risk allocation, fraud prevention, marketplace sustainability, and preservation of predictable Love Creator compensation, without which the Platform’s Creator-protective economic model would be impracticable.
(d) Non-Exclusive and Cumulative Remedies. Enhanced Liquidated Damages are cumulative and non-exclusive, and are in addition to, and not in lieu of:
(i) the Chargeback Handling Fee set forth in Section 6A.1(a);
(ii) all actual card network, issuing bank, and payment processor fees or penalties;
(iii) any Love Creator payout already disbursed that becomes subject to clawback;
(iv) recovery of reasonable attorneys’ fees, arbitration costs, and collection expenses to the extent permitted by law; and
(v) any other rights or remedies available to the Platform under these Terms, at law, or in equity.
(e) No Punitive Intent. The parties expressly agree that the Enhanced Liquidated Damages are not intended to punish the Love Partner, but rather to reasonably allocate foreseeable economic risk arising from fraudulent or abusive chargeback behavior and to protect the integrity and viability of the Lovelike marketplace.
(ii) Collection and Enforcement
Enhanced Liquidated Damages may be collected by the Platform through any lawful means permitted under these Terms, including, without limitation:
(i) immediate charge to any stored or authorized payment method on file, to the extent commercially reasonable and permitted by applicable law, without further notice or authorization;
(ii) offset against current or future payouts, credits, or balances;
(iii) invoicing with immediate payment due; and
(iv) referral to collections or enforcement through arbitration or court proceedings as permitted under Section 15.
6A.2 Chargeback Handling Fee — Detailed Provisions.
(a) The Chargeback Handling Fee in Section 6A.1(a) is intended to compensate Lovelike for the administrative costs of processing, investigating, and defending chargebacks, including but not limited to: staff time for evidence compilation, documentation preparation, chargeback representment submission, communication with card networks and payment processors, internal investigation, and account management actions.
(b) The Chargeback Handling Fee is separate from, and in addition to: (i) the card network and payment processor chargeback fees imposed by Stripe (currently US$15 per dispute); (ii) any card network assessment or monitoring program fees; (iii) the original transaction amount; and (iv) any other damages, fees, or financial consequences specified in the applicable chargeback provisions (ToS Section 2.4.5 for subscriptions, Annex II Section 5 for marketplace, and Section 3A of this Annex IV for campaigns).
(c) The Chargeback Handling Fee is assessed upon the filing of the chargeback by the card network or payment processor, not upon the resolution of the chargeback. If the User wins the chargeback at the card network level (i.e., the chargeback is reversed in the User's favor), Lovelike will refund the Chargeback Handling Fee within fifteen (15) business days of receiving confirmation of the reversal.
(d) The Chargeback Handling Fee may be collected by any of the methods specified in Section 1.6.6 (for subscription chargebacks), Section 3A.3.4 (for campaign chargebacks), or the applicable marketplace chargeback provisions in Annex II (for marketplace chargebacks).
(e) Lovelike reserves the right to adjust the Chargeback Handling Fee amount with thirty (30) calendar days advance notice per the Annex modification framework in ToS Section 20.1.1. The adjusted fee applies to chargebacks filed after the effective date of the adjustment.
6A.3 Marketplace Application. Fees under Section 6A.1 are typically borne by the Love Partner for issues including non-delivery, product not-as-described, failure to respond to chargeback documentation requests, and quality or safety violations.
6A.4 Campaigns Application.
(a) Love Partner (Brand/Client) responsible for: Chargeback on initial campaign funding; material breach by Love Partner (e.g., non-payment, unauthorized content usage after license termination).
(b) Love Creator (Influencer/Contractor) responsible for: Material breach (e.g., undisclosed ads, metric manipulation, non-delivery of agreed content); FTC disclosure violations (16 CFR Part 255); content quality failures after two (2) revision opportunities.
6A.5 Late Payment Interest.
(a) Any amount owed by a User under this Annex IV that is not paid within the applicable payment term shall accrue interest at the rate specified in Section 1.3 of this Annex IV, calculated daily from the date the payment was due until the date the payment is received in full.
(b) Late interest is separate from, and in addition to, any administrative fees, chargeback handling fees, or other financial consequences.
6A.6 Collection Costs.
(a) If Lovelike refers any unpaid amount to a third-party collection agency or initiates legal proceedings for collection, the User shall be liable for all reasonable collection costs, including but not limited to: collection agency fees (typically 25-50% of the amount collected), court filing fees, service of process fees, and reasonable attorneys' fees.
(b) Collection costs are authorized under the collection remedies provisions in Section 14.2 of this Annex IV.
7. COMPREHENSIVE FINANCIAL RESPONSIBILITY MATRIX
7.1 Withdrawal (up to 7 days, if applicable by policy/law)
Item | Responsibility |
|---|---|
Return shipping | Love Partner |
Product refund | 100% refund |
Original shipping | 100% refund |
Processing fees | Not returned to customer; absorbed by Love Partner. Processor/card network fees are typically non-refundable; unless otherwise required by law or processor policy, such fees are absorbed by the Love Partner when refunds/chargebacks occur |
Taxes | Fully refunded |
Commission | Fully reversed |
7.2 Consumer-Favored Dispute
Item | Responsibility |
|---|---|
Return shipping | Love Partner |
Product refund | Full refund |
Original shipping | Full refund |
Processing fees | Absorbed by Love Partner. Processor/card network fees are typically non-refundable; unless otherwise required by law or processor policy, such fees are absorbed by the Love Partner when refunds/chargebacks occur |
Taxes | Fully refunded |
Low-value item under US$15 | May be kept by customer (no return required) |
Commission | Fully reversed |
7.3 Partner-Favored Dispute
Item | Responsibility |
|---|---|
Return shipping | Customer (if they elect to return) |
Product refund | No refund |
Original shipping | Not refunded |
Processing fees | n/a |
Taxes | Not refunded |
Commission | Fully maintained |
7.4 Neutral/Inconclusive Resolution
Item | Responsibility |
|---|---|
Return shipping | Love Partner |
Product refund | 50% refund |
Original shipping | Not refunded |
Processing fees | Absorbed by Love Partner. Processor/card network fees are typically non-refundable; unless otherwise required by law or processor policy, such fees are absorbed by the Love Partner when refunds/chargebacks occur |
Taxes | 50% refund |
Commission | Reduced by 50% |
7.5 Mutual Agreement
Item | Responsibility |
|---|---|
Partial refund | Per agreed percentage |
Shipping | Per agreement (default: Love Partner assumes) |
Processing fees | Love Partner absorbs |
Taxes | Refunded proportionally |
Commission | Adjusted proportionally |
7.6 Procedural Cases
(a) Customer fails to return within deadline:
Close in Love Partner's favor;
Cancel refund;
Restore commission.
(b) Love Partner fails to respond within three (3) business days:
Resolve in favor of customer;
Apply Section 7.2 (Consumer-Favored Dispute).
8. HOLDS, RESERVES, AND SECURITY PERIODS
8.1 Preventive Hold
Up to ninety (90) days upon:
Fraud risk;
Policy breach;
Compliance requirements;
Regulatory investigation;
Unusual transaction patterns.
To the extent permitted by law and processor rules.
8.2 Reversals/Clawbacks
Up to one hundred eighty (180) days post-transaction for:
Fraud;
Chargebacks;
Policy violations;
Material breaches;
Consumer protection law violations.
Notwithstanding the foregoing 180-day general limitation, clawback authority for amounts related to pending chargeback disputes continues indefinitely until final resolution of the chargeback by the applicable card network or payment processor, per ToS Section 6.5.1(c)(iv). The 180-day limitation in this Section 8.2 applies only to clawbacks not related to pending chargebacks.
8.3 Finality of Approval Doctrine
8.3.1 Purpose and Applicability. This Section 8.3 establishes the Finality of Approval doctrine, which governs the point at which campaign services are deemed fully and irrevocably delivered, the Love Partner's payment obligation becomes final, and disputes are limited to narrow exceptions. This Section applies to all Campaign Transactions facilitated through the Platform.
8.3.2 Approval Events. Campaign Content is deemed finally approved upon the occurrence of either of the following Approval Events:
(a) Express Approval: The Love Partner affirmatively approves the Campaign Content through the Platform's approval mechanism by clicking "Approve Content," "Accept Deliverable," or any equivalent confirmation action. Express Approval is recorded with a timestamp, the Love Partner's authenticated session data (IP address, device fingerprint, session identifier), and the specific Campaign Content version approved.
(b) Deemed Approval: The Love Partner fails to approve, reject, or request revisions to submitted Campaign Content within the Contractual Review Period specified in Section 3.4(b) of this Annex IV. Upon expiration of the Contractual Review Period without action by the Love Partner, the Campaign Content is automatically deemed approved. Lovelike will send a notification to the Love Partner at least twenty-four (24) hours before the Contractual Review Period expires, reminding the Love Partner of the pending deadline and the consequences of inaction. Deemed Approval has the same legal effect as Express Approval for all purposes under these Terms and Annexes.
8.3.3 Legal Effect of Approval. Upon the Approval Event (express or deemed):
(a) The Campaign Content is deemed to conform to the Campaign Agreement in all material respects, and the Love Partner is deemed to have accepted all aspects of the Campaign Content that were ascertainable through reasonable review.
(b) The Love Partner's funding obligation for the campaign becomes irrevocable, final, and non-refundable, subject only to the Latent Breach exception in Section 3A.7 of this Annex IV.
(c) The Love Creator is authorized to proceed with publication of the approved Campaign Content on the designated platform(s) per the Campaign Agreement timeline.
(d) The Love Creator's entitlement to the agreed payout (85% of Campaign Budget per Section 3.1(b), or such other percentage as specified in the Campaign Agreement) vests upon the Approval Event and becomes a liquidated obligation of the Love Partner, subject to final settlement of campaign funds. Lovelike's obligation to process the payout is contingent upon and limited to funds actually received and retained from the Love Partner after all chargeback dispute periods have expired without reversal.
8.3.4 Waiver of Reasonably Discoverable Breaches. Upon the Approval Event, the Love Partner is deemed to have waived all claims based on Reasonably Discoverable Breaches as defined in Section 3A.1.2(g). Specifically, the Love Partner waives the right to dispute, seek a refund for, or file a chargeback based on any deficiency, non-conformity, or deviation from the Campaign Agreement that the Love Partner could have identified through reasonable review of the Campaign Content before approval, including but not limited to:
(a) Incorrect or missing branding elements (logos, colors, fonts, brand guidelines).
(b) Missing or incorrect hashtags, mentions, tags, or FTC disclosure statements.
(c) Wrong product placement, positioning, or presentation.
(d) Deviation from the campaign brief regarding messaging, tone, or talking points.
(e) Content format, length, resolution, or aspect ratio not matching the campaign brief specifications.
(f) Background, setting, lighting, or production quality not meeting the Love Partner's subjective expectations (unless specific production requirements were objectively specified in the Campaign Agreement).
(g) Love Creator's personal appearance, style, or presentation choices (unless specifically contractually prescribed).
(h) Minor errors or imperfections that do not materially impact the promotional value of the content.
8.3.5 Rationale. The Finality of Approval doctrine is justified by the following considerations:
(a) The Contractual Review Period (Section 3.4(b)) provides the Love Partner with adequate time and opportunity for meaningful review of Campaign Content before approval. The Love Partner is a sophisticated business entity capable of evaluating content against campaign specifications.
(b) Creative services are perishable and irrevocable. Once approved and published, promotional content confers immediate value (impressions, engagement, reach, brand awareness) that cannot be reversed or recovered.
(c) Love Creators invest significant time, effort, and creative resources in producing Campaign Content. Allowing post-approval reversals would create unjust enrichment for Love Partners who receive the full promotional benefit of published content without payment.
(d) Payment finality promotes economic efficiency and incentivizes both parties to communicate clearly and act diligently during the content creation and review process.
(e) The alternative — allowing unlimited post-approval disputes — would make the Platform's campaign marketplace unworkable and would expose Love Creators to systematic exploitation by Love Partners who could receive services for free by filing chargebacks after content publication.
8.3.6 Latent Breach — Sole Post-Approval Exception.
8.3 Finality of Approval Doctrine — Latent Breach Definition.
(Substituir a definição/enumeração existente de Latent Breaches pela seguinte:)
A "Latent Breach" is defined as a material deficiency in a Campaign Deliverable that: (A) was not reasonably discoverable by the Love Partner through ordinary review of the delivered content during the Review Period, including visual inspection, textual review, link verification, and comparison against the Campaign Brief; and (B) falls within one or more of the following categories:
(i) Fabricated or Manipulated Engagement Metrics. The Love Creator artificially inflated, fabricated, purchased, or materially manipulated any engagement metrics (including without limitation followers, likes, comments, shares, views, impressions, reach, saves, clicks, or any derivative metric) associated with the Campaign Deliverable or with the Love Creator's account or profile on any social media platform, through the use of bots, click farms, engagement pods, automated software, purchased engagement services, or any other method designed to create a false or misleading impression of organic engagement. For purposes of this Section, "materially manipulated" means that the artificial engagement constitutes ten percent (10%) or more of the total reported engagement for the applicable metric during the Campaign measurement period.
(ii) Undisclosed AI-Generated Content.
The use of artificial intelligence tools in connection with the creation of a Campaign Deliverable shall not, by itself, constitute a Latent Breach. For purposes of this Section, the following distinctions apply:
(A) AI-Assisted Content (Permitted Use)
“AI-Assisted Content” refers to the use of artificial intelligence tools, including without limitation generative AI systems for text, image, video, audio, editing, enhancement, analytics, or ideation, as tools to support, enhance, or streamline the Love Creator’s creative workflow.
AI-Assisted Content includes, without limitation:
Idea generation, brainstorming, outlining, or research assistance;
Drafting or refining scripts, captions, or narrative structure;
Grammar correction, translation, or stylistic editing;
Image enhancement, background removal, color correction, noise reduction, or similar post-production adjustments;
Caption generation, subtitle creation, transcription, or formatting assistance;
Technical editing functions that do not replace the Love Creator’s substantive creative authorship.
Use of AI-Assisted Content does not require disclosure and shall not constitute a Latent Breach, provided that the final Campaign Deliverable:
(i) authentically reflects the Love Creator’s identity, voice, likeness, and personal representation where applicable;
(ii) does not falsely represent the content as being exclusively human-created if such exclusivity was not expressly required in the Campaign Brief; and
(iii) does not materially mislead the Love Partner or the audience regarding the nature of the Love Creator’s participation.
(B) AI-Substituted or Identity-Replacing Content (Disclosure Required Where Material. “AI-Substituted Content” refers to the use of artificial intelligence systems in a manner that materially replaces, simulates, or fabricates:
(i) the Love Creator’s physical likeness, voice, biometric traits, or personal presence;
(ii) personal experiences, testimonials, product usage, or factual representations attributed to the Love Creator; or
(iii) substantive creative authorship where the Campaign Brief or industry context reasonably implies authentic human creation.
AI-Substituted Content constitutes a Latent Breach only where all of the following conditions are met:
(1) The AI substitution was not disclosed to the Love Partner prior to approval;
(2) The Campaign Brief expressly or implicitly required authentic human-created or personally experienced content;
(3) The substitution was material to the Love Partner’s commercial decision to engage the Love Creator; and
(4) The substitution was not reasonably discoverable through ordinary review during the Review Period.
For purposes of this Section, “material” means that the AI-generated or AI-simulated component significantly alters the authenticity, identity representation, or commercial value of the Deliverable, and exceeds incidental or technical enhancement functions.
(C) No Per Se Prohibition Nothing in this Section prohibits the use of artificial intelligence technologies. The Platform recognizes that AI tools are commonly used in modern content production. This Section is intended solely to prevent material misrepresentation, identity simulation without disclosure, or fraudulent concealment that impacts commercial expectations.
(D) Burden of Proof Any claim that a Campaign Deliverable constitutes a Latent Breach under this Section must be supported by clear and convincing evidence demonstrating material, undisclosed AI substitution as defined above. Mere speculation, stylistic similarity to AI-generated outputs, or subjective belief that AI was used shall not be sufficient.
(iii) Stolen, Plagiarized, or Unlicensed Content. The Campaign Deliverable incorporates, in whole or in material part, content (including without limitation photographs, videos, music, text, graphics, illustrations, or code) that: (A) was created by a third party and used without valid authorization, license, or legal right; (B) infringes upon the copyright, trademark, right of publicity, or other intellectual property rights of any third party; or (C) was previously published by another creator and presented as original content of the Love Creator without attribution or authorization.
(iv) Fraudulent Audience Demographics. The Love Creator materially misrepresented the demographic composition, geographic distribution, or other material characteristics of its audience in connection with the Campaign, including without limitation by: (A) providing falsified or materially altered analytics screenshots, reports, or data exports; (B) purchasing or artificially acquiring followers from demographics that do not match the representations made to the Love Partner; or (C) using any technique to artificially alter the apparent demographic composition of its audience as displayed in analytics tools or reports shared with the Love Partner.
(v) Other Objectively Demonstrable Latent Fraud. Any other form of fraud, material misrepresentation, or intentional concealment by the Love Creator that: (A) is objectively demonstrable through documentary evidence, forensic analysis, third-party verification, or other reliable evidentiary methods (and not based solely on the Love Partner's subjective dissatisfaction with content quality or campaign performance); (B) was materially impactful to the Love Partner's decision to approve the Deliverable or to the commercial value of the Campaign; (C) was affirmatively concealed by the Love Creator or was otherwise not reasonably discoverable by the Love Partner through ordinary review during the Review Period, as determined by reference to what a reasonable business person with the Love Partner's level of sophistication would have discovered through diligent but non-expert review; and (D) does not constitute a claim that could have been raised as a Reasonably Discoverable Breach under Section 8.3. Claims under this Section 8.3(v) shall be subject to the following additional requirements: (1) the Love Partner must provide a detailed written statement identifying the specific fraudulent conduct, the evidence supporting the claim, and the reason the conduct was not discoverable during the Review Period; (2) Lovelike shall evaluate the claim in its reasonable commercial judgment and may, but is not obligated to, engage an independent third-party expert to assess the claim at the Love Partner's expense (subject to reimbursement by the Love Creator if the claim is sustained); and (3) the Love Partner bears the burden of proof by clear and convincing evidence, consistent with the evidentiary standard applicable to all Latent Breach claims under this Section 8.3.
For the avoidance of doubt, the following do not constitute Latent Breaches and remain subject to the Finality of Approval Doctrine as Reasonably Discoverable Breaches upon approval or deemed approval: (a) subjective dissatisfaction with content quality, aesthetic choices, creative direction, or artistic style; (b) lower-than-expected campaign performance, engagement rates, conversions, or return on investment, unless attributable to a Latent Breach under categories (i) through (v) above; (c) disagreements regarding interpretation of the Campaign Brief or brand guidelines; (d) technical specifications (resolution, format, duration, aspect ratio) that were verifiable upon delivery; and (e) disclosure placement, format, or language that was visible in the delivered content.
8.3.7 Survival. The Finality of Approval doctrine and the Love Partner's waiver of Reasonably Discoverable Breaches survive the completion of the campaign, the termination of the Love Partner's account, and the termination or modification of these Terms.
8.4 Allocation Order for Disputes
(i) Network/processor fees deducted first;
(ii) Remaining amounts allocated to the responsible party per Sections 7.1-7.6;
(iii) Offsets may be applied to future payouts.
8.5 Rolling Reserve
Lovelike may apply a rolling reserve based on risk factors:
Account history;
Industry/product category;
New account status;
Chargeback/dispute history.
Typical reserve: 10-30% held for 30-90 days.
The Platform UI will display the applicable reserve percentage and duration whenever a rolling reserve is applied.
8.6 LIMITATION OF LOVELIKE'S LIABILITY — CROSS-REFERENCE AND TRANSACTION-SPECIFIC CAP
(a) Incorporation by Reference. The limitations of liability, disclaimers of warranties, and exclusions of damages set forth in Section 13 of the Terms of Service (the "General Liability Provisions") are hereby incorporated by reference into this Annex IV and apply with full force and effect to all matters arising under or in connection with this Annex, including without limitation Campaign Payments, payouts, chargebacks, disputes, content review, account actions, fund holds, reserves, dormancy fees, escheatment, and any other subject matter addressed herein. In the event of any conflict between the General Liability Provisions and the specific provisions of this Annex, the provision that affords greater protection to Lovelike shall control, except where applicable law mandatorily requires otherwise.
(b) Per-Transaction Liability Cap. Notwithstanding any other provision of this Annex, the Terms of Service, or any Campaign Agreement, Lovelike's total aggregate liability to any User (whether Love Partner, Love Creator, or any other User classification) arising out of or relating to any single Campaign, Campaign Payment, or series of related transactions under a single Campaign Agreement, whether in contract, tort (including negligence), strict liability, statutory liability, or any other legal or equitable theory, shall not exceed an amount equal to the total Platform Fees and Platform Commissions actually retained by Lovelike in connection with the specific Campaign or Campaign Payment giving rise to the claim (the "Per-Transaction Liability Cap"). For the avoidance of doubt, the Per-Transaction Liability Cap applies to each Campaign independently, and claims arising from separate Campaigns shall each be subject to their own independent cap.
(c) Relationship to ToS Section 13.7. The Per-Transaction Liability Cap in Section 8.6(b) operates concurrently with, and does not replace, the Aggregate Liability Cap in ToS Section 13.7. For any individual Campaign, Lovelike's liability is limited to the lesser of:
(i) the Per-Transaction Liability Cap; and (ii) the remaining available amount under the ToS Section 13.7 Aggregate Liability Cap for the applicable twelve (12) month period.
(d) Exclusion of Consequential Damages. For the avoidance of doubt and without limiting ToS Section 13, Lovelike shall not be liable under this Annex for any indirect, incidental, special, consequential, punitive, or exemplary damages arising out of or relating to Campaign Transactions, including without limitation:
Loss of anticipated campaign performance, impressions, engagement, conversions, or return on investment;
Cost of procurement of substitute influencer or marketing services;
Reputational harm, brand dilution, or loss of consumer trust arising from a Love Creator's performance or non-performance; and
Damages arising from any third party's actions, including without limitation payment processors, card networks, or social media platforms.
(e) Exceptions. The Per-Transaction Liability Cap and the exclusion of consequential damages in this Section 8.6 shall not apply to:
(i) Lovelike's obligation to remit Creator Net Amounts that are not subject to a legitimate hold, reserve, set-off, or dispute under this Annex;
(ii) Damages arising from Lovelike's gross negligence, willful misconduct, or fraud, as determined in a final, non-appealable decision per ToS Section 13.8; or
(iii) Lovelike's indemnification obligations under ToS Section 14.2..
9. KYC/KYB/AML AND ENHANCED DUE DILIGENCE
9.1 Standard KYC/KYB
Mandatory via Stripe Connect for financial features.
9.2 EDD Threshold
Transactions/exposure above US$5,000 may require:
Additional documentation/verification;
Source of funds explanation;
Enhanced identity verification;
Business ownership documentation (for entities).
9.3 Sanctions/Export Controls
Lovelike may suspend accounts or hold funds upon:
Sanctions/export-control risk;
OFAC SDN List match;
Legal requirements or regulatory order;
Processor compliance flags.
Users located in or conducting business with countries subject to U.S. sanctions (e.g., Cuba, Iran, North Korea, Syria, Crimea) are prohibited from using the Platform.
10. METRICS AND CAMPAIGN COMPLETION
10.1 Completion Requirements
(a) Approved content publication;
(b) Delivery of required metrics (reach/engagement/conversions, as applicable);
10.2 Performance Monitoring
Platform tools may provide metrics reports where available and applicable, including:
Impressions/reach;
Engagement rates (likes, comments, shares);
Click-through rates (CTR);
Conversion tracking (where implemented);
Audience demographics (aggregated).
10.3 Evidence Hierarchy
For verification and dispute resolution, the following evidence hierarchy applies:
(1) Lovelike server-side logs and attribution systems;
(2) Payment processor records (e.g., Stripe);
(3) Verified third-party analytics (e.g., Meta Business Suite, Google Analytics);
(4) User-provided materials (screenshots, exported reports).
Platform records and processor logs prevail in case of inconsistency, unless the user proves a clear error via appeal process (Section 12).
11. TAX OBLIGATIONS AND REPORTING
11.1 User Taxes
Love Creators, Love Connectors, and Love Partners are responsible for their own tax obligations, including:
Federal income tax;
State income tax;
Self-employment tax (for individuals);
Sales/use tax collection and remittance;
Business license and registration fees;
Estimated quarterly tax payments.
11.2 Platform Reporting
Lovelike will issue Forms 1099-NEC/1099-K as required by law for users meeting IRS thresholds:
1099-NEC: For non-employee compensation ≥ US$600 (e.g., campaign payouts, commissions) per IRC § 6041;
1099-K: For payment card and third-party network transactions meeting statutory thresholds per IRC § 6050W (as of 2024: ≥ US$5,000; subject to change per IRS guidance).
Tax forms issued by: January 31 following the tax year.
Withholding:
U.S. Persons: Subject to 24% backup withholding if Taxpayer Identification Number (TIN) is missing, invalid, or fails IRS matching.
Non-U.S. Persons: Subject to 30% withholding under IRC §§1441-1446 unless a valid Form W-8BEN or W-8BEN-E is provided and treaty benefits apply.
Treaty Benefits: Non-U.S. persons claiming reduced withholding under tax treaty must submit valid IRS Form W-8BEN. Processing treaty claims may take 30-60 days via Stripe/IRS systems.
SECTION 12 — INTERNAL DISPUTE RESOLUTION AND MEDIATION
12.1 Scope and Mandatory Pre-Arbitration Requirement
12.1.1 Applicability. This Section 12 establishes the mandatory internal dispute resolution process for all financial disputes arising from transactions facilitated through the Platform, including: (a) marketplace product disputes (also governed by Annex II and ToS Section 6.11.1); (b) campaign disputes (also governed by Section 3A of this Annex IV and ToS Section 6.11.2); and (c) subscription disputes (also governed by Section 1.6 of this Annex IV and ToS Section 6.11.3).
12.1.2 Mandatory First Step. Exhaustion of this internal dispute resolution process is a MANDATORY prerequisite before either party may: (a) file a chargeback or payment dispute with a financial institution; (b) initiate binding arbitration per ToS Section 15; or (c) file a lawsuit in any court (where permitted). Failure to exhaust this internal process creates a rebuttable presumption of bad faith per Section 3A.2.2 (campaigns) and ToS Section 2.4.5(a) (subscriptions).
12.2 Marketplace Product Disputes
12.2.1 Process. Marketplace product disputes between Consumers and Love Partners follow the four-step process established in ToS Section 6.11.1: (1) Direct Communication (48 hours for seller response, 7 days for negotiation); (2) Escalation to Lovelike Mediation (5 business days for review); (3) Resolution Outcomes (full refund, partial refund, no refund, product return, or replacement); and (4) Appeal (7 days to appeal, 10 business days for review, final and binding for Platform fund release purposes).
12.2.2 Governing Provisions. Marketplace dispute procedures are detailed in ToS Section 6.11.1 and Annex II. This Section 12 incorporates those provisions by reference.
12.3 Campaign Disputes
12.3.1 Initiation. A campaign dispute is initiated by submitting a formal dispute through the Platform's campaign management dashboard or by emailing support@lovelike.ai with the subject "Campaign Dispute" and the Campaign Agreement reference number.
12.3.2 Preliminary Classification. Within three (3) business days of receiving a campaign dispute submission, Lovelike will:
(a) Acknowledge receipt and assign a dispute reference number.
(b) Classify the dispute as one of the following categories: (i) Pre-Approval Dispute (content not yet approved — Love Partner may reject or request revisions through normal campaign workflow); (ii) Post-Approval Dispute — Reasonably Discoverable Breach (subject to Finality of Approval waiver per Section 8.3.4); (iii) Post-Approval Dispute — Alleged Latent Breach (eligible for investigation per Section 3A.7); (iv) Non-Delivery Dispute (Love Creator failed to deliver content); or (v) Payment Dispute (billing error or incorrect charge amount).
(c) Notify the opposing party of the dispute and the classification.
(d) For Pre-Approval Disputes (category (i)), redirect the Love Partner to the normal campaign workflow. Pre-Approval Disputes do not require formal mediation.
(e) For Post-Approval Disputes classified as Reasonably Discoverable Breach (category (ii)), issue a preliminary determination that the dispute is barred by the Finality of Approval doctrine per Section 8.3.4. The Love Partner may challenge this classification within five (5) business days by demonstrating that the breach was not reasonably discoverable.
12.3.3 Investigation. For disputes that proceed past the preliminary classification stage (categories (iii), (iv), and (v), and reclassified category (ii) disputes):
(a) Lovelike requests a response from the opposing party within five (5) business days.
(b) Lovelike reviews: (i) the Campaign Agreement (brief, deliverables, timeline, compensation, content usage rights); (ii) the submitted Campaign Content and approval records; (iii) the Publication Event records and engagement metrics; (iv) all Platform communications between the parties; (v) any additional evidence submitted by either party; and (vi) for Latent Breach claims, the forensic or third-party verification evidence provided by the Love Partner.
(c) Lovelike may request additional evidence from either party, with a three (3) business day response deadline.
(d) For Latent Breach claims, Lovelike applies the clear and convincing evidence standard per Section 3A.7.3.
12.3.4 Mediation. If the investigation does not result in a clear determination, Lovelike may convene a mediation between the parties, conducted remotely via Platform messaging or video conference. Both parties are required to participate in good faith. The mediation is facilitated by a Lovelike dispute resolution specialist.
12.3.5 Determination. Lovelike will issue a written determination within fifteen (15) business days of the dispute submission (or within twenty (20) business days for Latent Breach claims requiring forensic analysis). The determination will include: (a) a summary of the facts; (b) the applicable contractual provisions and legal principles; (c) the classification of the dispute; (d) the specific remedy awarded (if any); and (e) the rationale for the determination.
12.3.6 Remedies Available. For campaign disputes, Lovelike may award the following remedies:
(a) For Non-Delivery: Full refund of Campaign Budget to Love Partner, with account consequences for Love Creator per ToS Section 8.
(b) For Proven Latent Breach: Partial or full refund per Section 3A.7.4.
(c) For Payment/Billing Error: Correction of the billing error and refund of any overcharge.
(d) For Post-Approval Disputes Barred by Finality of Approval: No remedy (dispute dismissed).
(e) For Pre-Approval content quality disputes: Direction to the Love Partner to use the normal campaign workflow to reject or request revisions.
(f) Commission Preservation in All Remedies. Regardless of the remedy awarded under this Section 12.3.6, Lovelike's Platform Fee (15% of Campaign Budget) and Platform Commission (15% of Campaign Budget) are ALWAYS retained and are NEVER included in any refund, credit, or adjustment awarded to either party, per Section 3.1(e) of this Annex IV. All refund remedies described in this Section 12.3.6 refer exclusively to the Love Creator's share (85% of Campaign Budget).
12.4 Subscription Disputes
12.4.1 Initiation. A subscription dispute is initiated by emailing support@lovelike.ai with the subject "Subscription Billing Dispute" per Section 1.6.2 of this Annex IV.
12.4.2 Investigation and Determination. Lovelike investigates per Section 1.6.2(c) and issues a determination within ten (10) business days.
12.4.3 Remedies Available. For subscription disputes, Lovelike may award: (a) refund or correction for billing errors; (b) pro-rated refund for service outages exceeding 72 consecutive hours; or (c) no remedy if the charge is determined to be valid.
12.5 General Provisions Applicable to All Dispute Categories
12.5.1 Good Faith Requirement. Both parties must participate in the internal dispute resolution process in good faith. Bad faith participation includes but is not limited to: refusing to provide requested evidence, providing false or misleading information, failing to respond within applicable deadlines without reasonable excuse, or using the process solely to delay resolution.
12.5.2 Confidentiality. All dispute submissions, evidence, communications, and determinations are confidential and may not be disclosed to third parties except: (a) to the parties' legal counsel; (b) as required by law or legal process; (c) in subsequent arbitration proceedings per ToS Section 15; or (d) to government agencies per the whistleblower protections in ToS Section 15.10.2(h).
12.5.3 No Legal Advice. Lovelike's dispute resolution specialists are not lawyers and do not provide legal advice. Lovelike's determinations are based on the contractual provisions of these Terms and Annexes, the evidence provided, and principles of reasonableness and good faith. Parties are advised to consult with independent legal counsel for legal advice.
12.5.4 Limitation. Lovelike's internal dispute resolution process determines only the disposition of Platform-held funds and Platform account consequences. It does not adjudicate legal rights, create legal precedent, or preclude either party from pursuing binding arbitration per ToS Section 15 or small claims court per ToS Section 15.5 for any unresolved claims.
12.6 Appeal Process
12.6.1 Right to Appeal. Either party may appeal Lovelike's determination within seven (7) calendar days of receiving the written determination.
12.6.2 Grounds for Appeal. Appeals must be based on one or more of the following grounds: (a) new evidence not available at the time of the original determination; (b) demonstrated legal or procedural error in the determination; (c) demonstrated fraud or misconduct by the opposing party; or (d) manifest unreasonableness of the remedy awarded.
12.6.3 Appeal Submission. Appeals must be submitted via email to support@lovelike.ai with the subject "Dispute Appeal — [Dispute Reference Number]" and must include: (a) the dispute reference number; (b) the specific grounds for appeal; (c) any new evidence or arguments; and (d) the specific modification sought.
12.6.4 Appeal Review. Appeals are reviewed by a senior dispute resolution specialist (different from the original reviewer) within ten (10) business days.
12.6.5 Appeal Decision. The appeal decision is final and binding for purposes of Platform-held fund release and account management. The appeal decision will include a written explanation of the rationale.
12.6.6 Arbitration Preserved. The finality of the appeal decision under Section 12.6.5 does not preclude either party from initiating binding arbitration per ToS Section 15 for claims that exceed Platform fund management (e.g., claims for consequential damages, intellectual property infringement, or breach of contract damages exceeding the transaction amount).
13. OPERATIONAL TIMELINES AND RECORD KEEPING
13.1 Records
(a) Transaction and Campaign Records: Retained for at least twenty-four (24) months from transaction/campaign completion date.
(b) Delivery and Compliance Documentation: Maintained for at least 180 days after marketplace transactions (delivery confirmation, tracking, customer communications).
(c) Tax Records: Retained for seven (7) years from transaction date, consistent with IRS retention requirements (26 USC § 6001; IRS Publication 583) and Privacy Policy Section 5.6. For transactions near year-end, this may extend to 7 years + 4 months from transaction to cover the subsequent tax filing deadline.
(d) Fraud and Chargeback Records: Retained for thirty-six (36) months from chargeback/fraud event date, consistent with card network dispute timeframes.
(e) Legal Hold and Litigation: Records subject to legal hold, subpoena, regulatory investigation, or litigation are retained indefinitely until hold is lifted or matter is resolved.
(f) Agreement Version Control: Platform records SHA-256 hashes and version IDs of all accepted agreements (Terms, Annexes, Campaign Agreements) for audit trail integrity.
(g) Extended Retention Triggers: Certain records may be retained longer when required by: (i) Federal/state law or regulation; (ii) Payment processor requirements (Stripe, card networks); (iii) AML/sanctions screening obligations; (iv) Ongoing investigations or disputes; (v) Legal hold or subpoena.
Typical extended periods: 24-36 months (operational); 7 years (tax); indefinite (litigation).
(h) Data Minimization: Records not subject to legal/regulatory retention requirements are deleted or anonymized per the Privacy Policy data retention schedule.
13.2 Audit Rights
The Platform may audit orders, campaign records, and disputes at any time on reasonable notice (five (5) business days minimum, except for fraud investigations).
Users must cooperate with audit requests and provide requested documentation within ten (10) business days.
14. MAKE-GOOD CREDITS AND COST RECOVERY
14.1 Service Credits
Preferred remedy over cash refunds for Platform service issues, including:
Platform downtime (excluding scheduled maintenance);
Technical errors affecting campaign delivery;
Data loss due to Platform failure;
Billing errors.
Credit value: Proportional to service disruption, typically 10-100% of affected transaction.
Credit expiration: Twelve (12) months from issuance.
14.2 Cost Recovery
(a) Lovelike may invoice for unpaid fees/penalties/operational costs.
(b) Late interest of 1% per month (or maximum lawful rate, whichever is lower) may apply where permitted by law.
(c) Collection costs (attorney fees, court costs) may be recovered to the extent permitted by law and the Terms of Service (Version 1.0).
15. COMMUNICATION AND NOTIFICATIONS
15.1 Channels
(a) Dashboard and registered email;
(b) UTC timestamps for notices (converted to user's local timezone in UI);
(c) Change notices via admin area/official channels:
Platform announcements page;
Email to registered address;
In-app notifications;
Help Center updates.
15.2 Response
Users must:
Keep contact information current (email, phone, address);
Check registered email regularly;
Respond within specified timeframes;
Update notification preferences in account settings.
Failure to maintain current contact information may result in:
Missed critical notices (policy changes, payment issues);
Account suspension for unresolved issues;
Forfeiture of time-sensitive rights (e.g., appeal deadlines).
16. PLATFORM MODIFICATION RIGHTS
16.1 Amendment Authority
Lovelike may alter percentages, deadlines, and conditions with thirty (30) days' prior notice, unless immediate changes are required by:
Law or regulation;
Payment processor requirements;
Security vulnerabilities;
Fraud prevention.
Material changes (e.g., fees/percentages, reserve rules, Security Period ranges) will be communicated via:
Platform UI banner;
Registered email;
Admin area notifications;
Updated documentation with version control.
16.2 Emergency Changes
At least seven (7) days' operational notice, unless legally/operationally impossible (in which case as soon as practicable with retroactive notification and explanation).
16.3 Acceptance
Continued use after the effective date constitutes acceptance.
Opt-out: Users who do not accept material changes may terminate their accounts before the effective date without penalty (prorated refunds where applicable per ToS Section 2.3.7 and Section 6.9).
17. PLATFORM QUALITY AND CONDUCT STANDARDS
17.1 Quality Score
Lovelike may maintain a Quality Score for Love Partners and Love Creators.
Objective factors may include:
Dispute/chargeback rates;
SLA adherence (response times, delivery deadlines);
Customer/partner ratings (average star rating);
Briefing quality (clarity, completeness, legal compliance);
Content rejection rates;
Policy violation history.
Score ranges: 0-100 (displayed in dashboard).
17.2 Consequences
Based on Quality Score thresholds:
90-100 (Excellent):
Full Platform access;
Priority support;
Featured placement opportunities;
Early access to new features.
70-89 (Good):
Standard Platform access;
Normal support queue.
50-69 (Fair — Warning/Probation):
Warning notices;
Mandatory compliance training;
Enhanced monitoring.
Below 50 (Poor — Restrictions):
Feature limitations (e.g., reduced listing cap);
Temporary suspension;
Manual review for new campaigns/listings.
Persistent poor performance:
Permanent deactivation at Lovelike's discretion.
17.3 Purpose
Operational tool to preserve ecosystem integrity; does not limit Lovelike's rights to act on material breaches under the Terms of Service (Version 1.0).
18. FINAL PROVISIONS
18.1 Integration
This Annex supersedes prior payment/commission/operational procedure documents.
18.2 Conflict
In a conflict with the Terms of Service (Version 1.0), the Terms control on general legal matters; this Annex governs operational payment/commission procedures where not conflicting.
18.3 Interpretation
Omissions are resolved under principles of:
Good faith;
Reasonableness;
Marketplace custom and practice;
Delaware statutory and common law.
18.4 Acknowledgment
Users acknowledge reading and accepting this Annex upon Platform enrollment and continued use.
18.5 Governing Law
Delaware State Law and applicable US federal regulations apply, subject to binding arbitration per the General Terms of Service (Version 1.0), including:
JAMS arbitration rules;
Delaware venue;
Class action waiver (ToS Section 15);
Appeal rights (limited per JAMS rules).
18.6 Indemnification — Cross-Reference.
The indemnification obligations set forth in Section 14 of the Terms of Service are hereby incorporated by reference into this Annex IV and apply to all matters arising under or in connection with this Annex.
Without limiting the generality of the foregoing, Love Partners and Love Creators acknowledge that ToS Section 14.1 specifically addresses indemnification for:
(a) bad-faith campaign chargebacks (ToS Section 14.1(ay));
(b) bad-faith subscription chargebacks (ToS Section 14.1(az));
(c) continued use of campaign content after license termination (ToS Section 14.1(az-a));
(d) failure to exhaust internal dispute resolution before filing chargebacks (ToS Section 14.1(az-b));
(e) Love Creator acceptance of chargeback risk (ToS Section 14.1(az-f)); and
(f) content that violates third-party rights (ToS Section 14.1(z)).
The set-off and collection rights in Sections 1.6.6, 3A.3.4, 5.3, and 6A of this Annex apply to the collection of indemnification amounts owed under ToS Section 14.
© 2026 Lovelike Inc. All rights reserved.
Document ID: ANNEX-IV-COMPREHENSIVE-v1.0
Classification: Public
Distribution: All Platform Users; Legal; Executive; Finance
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