This Master Services Agreement (the “MSA”) is entered into between Til Technologies Inc. dba Hotsauce (“Hotsauce”) and the client identified on an order form that references this MSA (“Client”), and governs Hotsauce’s provision of creator marketing services to Client. This MSA becomes binding on the parties when Client signs an order form referencing it (an “Order Form”), effective as of the effective date stated on that Order Form (the “Effective Date”).
1. Agreement Structure; Order of Precedence; Updates
Each Order Form incorporates this MSA; the Order Form, any statements of work or campaign briefs entered under it (each an “SOW”), and this MSA are together the “Agreement.” In the event of any conflict, the following order of precedence applies: (1) any mutually executed amendment or addendum; (2) the Special Terms section of the Order Form; (3) the Order Form; (4) the applicable SOW; and (5) this MSA. The version of this MSA in effect on the date Client signs an Order Form governs that Order Form; later updates posted by Hotsauce do not apply to previously signed Order Forms unless the parties agree in writing. Hotsauce maintains each historical version of this MSA and will provide a copy on request. Client’s general use of the Hotsauce website and platform also remains subject to the Hotsauce Terms of Use posted at tryhotsauce.com/legal/terms-of-use; with respect to the Services provided under an Order Form, this MSA controls. Any different or additional terms in a Client purchase order or similar form have no force or effect, even if signed after the date of the Order Form.
2. Services
Hotsauce will use commercially reasonable efforts to provide the services described in the Order Form (the “Services”), which may include: (a) sourcing, vetting, and conducting outreach to social media and content creators (“Creators”); (b) creating campaign briefs; (c) negotiating rates, managing communications with Creators, and administering agreements between Client and Creators (“Creator Agreements”); (d) reviewing Creator content and providing feedback against guidelines approved by Client; (e) tracking and reporting campaign performance; and (f) administering payments to Creators. Hotsauce is a marketing services provider. It is not a law firm, accounting firm, talent agency, bank, or money transmitter, and nothing in the Services constitutes legal, tax, accounting, or investment advice.
3. Platform Access
Hotsauce grants Client a non-exclusive, non-transferable right to access and use the Hotsauce platform during the term of the Agreement, solely for Client’s internal business purposes in connection with the Services. Client will not (and will not permit anyone else to): reverse engineer, decompile, or otherwise attempt to discover the source code or underlying structure of the platform; use the platform to build a competing product or service; use the platform for the benefit of any third party; upload unlawful content; or interfere with the platform’s operation or security. Client is responsible for maintaining the confidentiality of its account credentials and for all activity under its account.
4. AI-Enabled Services
Hotsauce uses software tools and artificial intelligence (“Tooling”) to perform portions of the Services, including Creator sourcing, outreach, negotiation support, and content review. Client consents to the use of Tooling. Hotsauce maintains human oversight of the Services, and Client controls the Approval Scope, guidelines, and criteria that the Tooling applies. Client acknowledges that Tooling may not capture every nuance, and agrees to provide reasonable feedback on outputs (e.g., content approvals and rejections) so that the Services improve over time.
5. Authority; Creator Agreements
Client appoints Hotsauce as its limited, non-exclusive agent solely to negotiate, enter into, and administer Creator Agreements and related communications on Client’s behalf, in each case only within the parameters approved by Client in writing (including budget caps, rate ranges, campaign briefs, and content guidelines) (the “Approval Scope”). Creator Agreements entered within the Approval Scope are binding on Client. Client may set and update the Approval Scope from time to time in writing, including through settings in the Hotsauce platform, choosing which activities Hotsauce may perform automatically and which require Client’s approval. Unless and until Client approves applicable parameters, Hotsauce will obtain Client’s approval before entering into any Creator Agreement or otherwise committing Client to any payment. Hotsauce will not exceed the Approval Scope without Client’s prior written approval (email suffices). Creators are independent contractors of Client or independent third parties; they are not employees, agents, or contractors of Hotsauce, and Hotsauce does not represent Creators. Termination of the Agreement does not affect Creator Agreements then in effect, and Client remains responsible for amounts committed to Creators under them.
6. Creator Budget; Payments to Creators
Client will pre-fund amounts payable to Creators for each campaign, in the amounts and on the schedule approved in the applicable campaign brief or otherwise agreed in writing (the “Creator Budget”). Creator Budget funds are 100% pass-through: they are not Hotsauce’s fees or revenue; Hotsauce takes no commission or margin on them; and no interest is payable on them. Hotsauce receives, holds, and disburses amounts payable to Creators as each Creator’s appointed agent for the receipt of payments, as provided in Hotsauce’s payout terms with Creators; accordingly, Client’s payment to Hotsauce of an amount payable to a Creator satisfies Client’s corresponding payment obligation to that Creator. Hotsauce will disburse Creator Budget funds only to satisfy amounts due to Creators under Creator Agreements and will provide Client transparent reporting of all disbursements. Within thirty (30) days after termination of the Agreement or completion of the applicable campaign, Hotsauce will refund any Creator Budget funds not paid or committed to Creators. Any Payouts Fee specified on the Order Form is calculated on Creator payout volume, is invoiced to Client separately, and is not deducted from Creator Budget funds or from amounts payable to Creators; it covers payment processing, international payout costs, and tax documentation (including collecting Creator tax forms and issuing Forms 1099 where applicable).
7. Fees; Billing
Client will pay the fees set out in the Order Form. Any Retainer Fee is credited toward Creator Management Fees incurred in the period to which the Retainer Fee applies; Retainer Fee amounts not used as credit do not roll over to future periods and are not refundable. “Managed Creator” means, for a given calendar month, a Creator who (a) has a Creator Agreement in effect with respect to a Client campaign, or (b) is actively producing content or has content or ads running in a Client campaign. Unless the Order Form provides otherwise, the Retainer Fee is invoiced in advance on the schedule stated in the Order Form, and Creator Management Fees in excess of available Retainer Fee credits, together with Payouts Fees, are invoiced monthly in arrears. Invoices are due net thirty (30) days from the invoice date. Unpaid, undisputed amounts more than thirty (30) days overdue accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. Client is responsible for all taxes on the fees other than taxes on Hotsauce’s income. Hotsauce may change its fees effective upon renewal of the then-current term (or, for month-to-month terms, upon thirty (30) days’ written notice); changes apply prospectively only, and Client may terminate before the change takes effect. If Client disputes an invoice in good faith, it must notify Hotsauce within sixty (60) days of the invoice date and pay the undisputed portion.
8. Client Responsibilities
Client will: (a) provide accurate campaign requirements, brand guidelines, and other information reasonably requested; (b) respond to approval requests and provide feedback in a timely manner; (c) ensure that materials, products, and claims it provides or approves (“Client Materials”) comply with applicable law and do not infringe third-party rights; and (d) fund the Creator Budget as agreed. Hotsauce’s performance timelines depend on Client’s timely cooperation.
9. Compliance; Disclosures
Hotsauce will instruct Creators to comply with applicable advertising disclosure requirements (including the FTC Endorsement Guides) and applicable platform rules, and will incorporate such requirements into its standard Creator Agreements. Client is responsible for the accuracy of claims about its own products and services. Each party will comply with applicable laws in performing under the Agreement.
10. Term; Termination
The Agreement begins on the Effective Date and continues for the term stated in the Order Form. If the Order Form states a fixed initial term, the Agreement automatically renews for successive periods of the same length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. If the Order Form states no term, the Agreement runs month to month and either party may terminate for convenience upon thirty (30) days’ written notice. Either party may terminate upon written notice if the other party materially breaches the Agreement and fails to cure within fifteen (15) days of notice (or immediately, in the case of Client’s nonpayment not cured within such period). Upon termination: Client will pay all fees accrued through the termination date; Client remains responsible for amounts committed to Creators under Creator Agreements; and Hotsauce will refund unused Creator Budget funds per Section 6. Sections that by their nature should survive (including accrued payment rights and Sections 6, 11, 12, 14, 15, 16, and 17) survive termination.
11. Confidentiality
Each party (the “Receiving Party”) may receive business, technical, or financial information of the other party (the “Disclosing Party”) that is designated confidential or that reasonably should be understood to be confidential (“Confidential Information”). Client’s Confidential Information includes non-public campaign, product, and performance data; Hotsauce’s Confidential Information includes non-public information about its technology, pricing, and methods. The Receiving Party will use Confidential Information only to perform under the Agreement, protect it with reasonable care, and not disclose it to third parties except to employees and contractors bound by confidentiality obligations and who need it to perform. These obligations last for five (5) years after disclosure and do not apply to information that is or becomes public without breach, was already known, was rightfully received from a third party, was independently developed, or must be disclosed by law.
12. Intellectual Property; Data
Client owns Client Materials and all data Client provides to Hotsauce (“Client Data”). Rights in content created by Creators are governed by the applicable Creator Agreement; Hotsauce will use commercially reasonable efforts to obtain for Client the content usage rights specified in the applicable campaign brief (including any paid-media or whitelisting rights specified there). Hotsauce owns its platform, software, Tooling, templates, know-how, and all improvements to them. Hotsauce may collect and analyze data about the provision and use of the Services and may use and disclose such data in aggregated or de-identified form to improve its services and for its business purposes. No rights are granted except as expressly stated in the Agreement.
13. Publicity
Client agrees that Hotsauce may identify Client as a client, including by name and logo, on its website and marketing materials. Client may revoke this consent at any time by written notice.
14. Warranties; Disclaimer
Hotsauce warrants that it will perform the Services in a professional and workmanlike manner. Hotsauce does not guarantee any particular campaign outcome, Creator behavior, content performance, or business result, and the Agreement is not based on any anticipated result. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND PLATFORM ARE PROVIDED “AS IS” AND HOTSAUCE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
15. Indemnification
Client will defend and indemnify Hotsauce against third-party claims arising from Client Materials, Client’s products or services, or Client’s breach of the Agreement or applicable law. Hotsauce will defend and indemnify Client against third-party claims that Hotsauce’s platform or Tooling, as provided by Hotsauce, infringes a United States patent, copyright, or trade secret. The indemnified party must promptly notify the indemnifying party, give it sole control of the defense and settlement, and provide reasonable cooperation; the indemnifying party will not settle in a manner that imposes obligations on the indemnified party without its consent.
16. Limitation of Liability
EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, BREACH OF SECTION 11 (CONFIDENTIALITY), OR HOTSAUCE’S OBLIGATION TO REFUND UNUSED CREATOR BUDGET FUNDS UNDER SECTION 6, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR LOST BUSINESS), AND EACH PARTY’S TOTAL LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO HOTSAUCE FOR THE SERVICES (EXCLUDING PASS-THROUGH CREATOR BUDGET AMOUNTS) IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CREATORS ARE INDEPENDENT THIRD PARTIES, AND HOTSAUCE IS NOT LIABLE FOR THEIR ACTS OR OMISSIONS, PROVIDED HOTSAUCE EXERCISES REASONABLE CARE IN SOURCING AND MANAGING THEM.
17. General
The parties are independent contractors; the Agreement creates no partnership, joint venture, employment, or (except as stated in Section 5) agency relationship. Client may not assign the Agreement without Hotsauce’s prior written consent; Hotsauce may assign it to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior discussions. Amendments and waivers must be in a writing signed by both parties. If any provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will remain in effect. Neither party is liable for delay or failure caused by events beyond its reasonable control (other than payment obligations). Notices must be in writing and may be given by email to the addresses on the Order Form, effective on confirmed receipt. The Agreement is governed by the laws of the State of California without regard to conflict of laws rules. Before either party files any action arising out of the Agreement (other than an action seeking equitable relief), the parties will first escalate the dispute to an executive of each party, who will confer and attempt in good faith to resolve it for a period of thirty (30) days following written notice of the dispute. The state courts located in San Francisco County, California and the federal courts for the Northern District of California have exclusive jurisdiction over any action arising out of the Agreement, and each party consents to personal jurisdiction and venue there. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief at any time, in any court of competent jurisdiction, for actual or threatened misuse of its intellectual property or Confidential Information or of Client Data. In any action to enforce the Agreement, the prevailing party may recover its reasonable costs and attorneys’ fees. Order Forms may be executed in counterparts, including by electronic signature.