Terms of Service

1. The Agreement

1.1 These Terms. These Terms of Service (the "Terms") govern access to and use of the website at dimaxpro.com and the services made available through it (together, the "Platform").

1.2 The operator. The Platform is operated by Dimax Pro LLC, a New Mexico limited liability company, with a mailing address at 407 Lincoln Road, Suite 708, Miami Beach, FL 33139, USA ("Dimax Pro", "we", "us").

1.3 Acceptance. By checking the box presented at registration, or by accessing or using the Platform, you agree to these Terms. If you do not agree, you must not use the Platform. We record the version of the Terms you accepted and the date and time of acceptance, and we will produce that record on request.

1.4 Business users only. The Platform is offered solely to businesses acting in the course of a trade, business, craft or profession. It is not offered to consumers. By accepting these Terms you represent that you are acting for business purposes and not as a consumer, and that you are duly authorised to bind the entity on whose behalf you register.

1.5 Order of precedence. If there is a conflict, the following order applies: (a) the Campaign Specification for a particular Campaign; (b) the Standard Campaign Terms in Schedule 1; (c) these Terms; (d) any other Platform documentation.

2. Definitions

• "Affiliate" means in relation to a person, any entity that directly or indirectly controls, is controlled by, or is under common control with that person.
• "AI Influencer" means an artificial-intelligence-generated persona listed on the Platform, together with the associated social media accounts and the content produced in its name.
• "Brand" means a User that requests, purchases or receives a Campaign.
• "Campaign" means a purchased engagement between a Brand and an Owner in respect of an AI Influencer, of one of the Campaign Types.
• "Campaign Agreement" means the contract between the Brand and the Owner formed under clause 4.2.
• "Campaign Price" means the total amount payable by the Brand for a Campaign, as displayed at checkout.
• "Campaign Specification" means the description of a Campaign generated at checkout, comprising the Campaign Type, the Package, the platforms, the brief, the deadlines and the price.
• "Campaign Type" means Content Licensing, Influencer Posts, or Both, as described in Section 8.
• "Deliverables" means the content and, where applicable, the published posts that the Owner is required to provide under a Campaign.
• "Introduction" means the event described in clause 15.2.
• "Owner" means a User that lists, controls and operates one or more AI Influencers on the Platform.
• "Package" means a Starter, Standard, Premium or Custom package as described in Schedule 2.
• "Platform Fee" means the fee retained by Dimax Pro from the Campaign Price, as disclosed on the Platform at the time of purchase.
• "Payout" means the amount payable to the Owner in respect of a Campaign, being the Campaign Price less the Platform Fee.
• "User" means any person that registers for or uses the Platform, whether as a Brand, an Owner or both.
• "Verified Platform" means a social media platform in respect of which an AI Influencer's account has been verified under Section 7.

References to writing include email and messages sent through the Platform. "Including" means including without limitation.

3. Accounts

3.1 Registration. You must register an account and select a role of Brand or Owner. You must provide accurate and complete information and keep it current.

3.2 Security. You are responsible for all activity under your account and for keeping your credentials confidential. You must notify us promptly of any suspected unauthorised use.

3.3 One account. You may not maintain multiple accounts to evade a suspension, a strike, a ban or the obligations in Section 15.

3.4 Eligibility. You must be at least eighteen years old, legally capable of entering into binding contracts, and not barred from using the Platform under applicable law or under any sanctions or export-control regime.

4. Role of Dimax Pro

4.1 Venue. Dimax Pro operates a venue that enables Brands and Owners to find one another and to transact. Dimax Pro does not create, own, control, approve or endorse any AI Influencer or any Deliverable, and does not select any Brand for any Owner or any Owner for any Brand.

4.2 The Campaign Agreement is between Brand and Owner. When a Campaign is purchased, a contract is formed directly between the Brand and the Owner on the terms of the Campaign Specification and the Standard Campaign Terms in Schedule 1. Dimax Pro is not a party to that contract, and is not liable for its performance by either party.

4.3 Limited payment collection agent. Each Owner appoints Dimax Pro as its limited agent for the sole and exclusive purpose of receiving, holding and disbursing amounts paid by Brands in respect of Campaigns. Payment of the Campaign Price by a Brand to Dimax Pro discharges the Brand's payment obligation to the Owner to the extent of that payment, whether or not Dimax Pro has remitted the Payout. This appointment does not make Dimax Pro the Owner's agent for any other purpose.

4.4 What Dimax Pro is not. Dimax Pro is not a talent agency, a modelling agency, an advertising agency, an agency of record, a media buyer, a publisher, an employer of any Owner, or the agent or representative of any Brand. Dimax Pro is not the advertiser in respect of any Campaign.

4.5 No escrow, no trust, no interest. Amounts held by or for Dimax Pro pending Payout are not held in escrow or on trust, are not segregated for the benefit of any User, and do not bear interest for any User.

4.6 Discretion. Dimax Pro may accept, reject, suspend, delist or remove any listing, Campaign or account in accordance with these Terms. Nothing in these Terms obliges Dimax Pro to list any AI Influencer or to permit any Campaign.

5. Owner listings

5.1 Application. An Owner applies to list an AI Influencer by submitting the application form, including for each social media account the platform, the account link, the follower range, the engagement-rate range, and evidence of the stated metrics. Listings are subject to manual approval.

5.2 Minimum threshold. Each account submitted must have at least ten thousand (10,000) followers on the relevant platform.

5.3 Owner representations. Each Owner represents and warrants, on each occasion it lists an AI Influencer and on each occasion it accepts a Campaign, that: (a) it owns or controls the AI Influencer and each account listed for it, and is entitled to grant the rights granted under these Terms and under each Campaign Agreement; (b) the metrics, evidence and other information it submits are true, complete and not misleading; (c) the AI Influencer and its content do not infringe the intellectual property, privacy, publicity or other rights of any person, and in particular do not reproduce the likeness, voice or identity of any identifiable real person without a valid written release; (d) it has not artificially inflated followers, engagement or reach, and does not use bots, purchased engagement or comparable manipulation; and (e) it will comply with the terms and policies of each social media platform on which it operates.

5.4 Changes. An Owner must keep its listings accurate. Changes to accounts, metrics or evidence are submitted as a change request and take effect on approval. Adding a new account, or changing the link of an existing account, requires fresh verification under Section 7.

5.5 Metrics are self-reported. Follower counts and engagement rates are expressed as ranges, are self-reported by the Owner, and are evidenced by screenshots supplied by the Owner. Dimax Pro does not audit them, does not verify them against platform analytics APIs, and does not warrant them.

6. AI Influencers are not real people

6.1 Nature of the personas. Every AI Influencer listed on the Platform is an artificially generated persona. It is not a natural person, has no personal experience of any product or service, and cannot form or hold an opinion.

6.2 Owner's disclosure duty. Each Owner is responsible for disclosing the artificial nature of its AI Influencer where disclosure is required by law, by an advertising code, or by the terms of the social media platform on which content is published, and for doing so clearly and conspicuously.

6.3 No impersonation. An Owner must not present an AI Influencer as a real person in a manner that is likely to deceive, and must not state or imply that an AI Influencer has personally used, tested or experienced a product or service.

7. Ownership verification

7.1 Verification is per platform. Verification is carried out account by account. An AI Influencer's account on a given social media platform becomes a Verified Platform only when Dimax Pro has confirmed the Owner's control of that account.

7.2 Method. Dimax Pro issues a unique verification code to the Owner. The Owner sends that code to Dimax Pro by direct message from the account being verified. Dimax Pro records the verification only where the code received matches the code issued.

7.3 Effect. An AI Influencer appears in the public catalogue only if at least one of its accounts is a Verified Platform, and displays only its Verified Platforms. A Campaign may be requested and purchased only in respect of Verified Platforms. Any request or payment relating to an unverified account is invalid and will be refunded.

7.4 What verification means. Verification confirms that the person controlling the Owner account was able to send a message from the social media account in question at the time of verification. It is not a determination that the Owner is the legal owner of the account, that the account complies with the terms of the relevant social media platform, or that the metrics stated for the account are accurate.

7.5 Withdrawal. Dimax Pro may withdraw verification at any time if it has reason to believe that control of an account has changed, that verification was obtained by deception, or that the account has been suspended or removed. Withdrawal removes the affected platform from the public catalogue.

8. Campaign Types and Packages

8.1 Content Licensing. The Owner produces content featuring the AI Influencer and licenses it to the Brand for the Brand's own use. The content is not published on the AI Influencer's own accounts under this Campaign Type.

8.2 Influencer Posts. The Owner publishes agreed content on the AI Influencer's own accounts, to its own audience. No licence to the Brand for the Brand's own use is granted under this Campaign Type unless the Campaign Specification says otherwise.

8.3 Both. Content Licensing and Influencer Posts together. The Campaign Price is the sum of the two prices, save that a Custom Package is priced as a single amount for whichever Campaign Types it covers.

8.4 Packages. Each Campaign Type is offered in Starter, Standard and Premium packages, whose contents are set out in Schedule 2, and may additionally be offered as one or more Custom Packages defined by the Owner. The Owner sets the price for each package it offers. Prices displayed to Brands include the Platform Fee.

8.5 Additional platforms. Under an Influencer Posts or Both Campaign, the posting price of a Package covers publication on one (1) platform, being the first platform selected by the Brand. Where the Brand selects more than one platform, the identical content is published on each platform selected, and the posting price is increased by five per cent (5%) for each platform after the first. Publication takes place on the AI Influencer's principal account on each selected platform, being the account verified for that platform as a Verified Platform under Section 7; content is not published on any account that is not a Verified Platform. The surcharge applies to the posting element of the price only: it does not apply to Content Licensing, which is a grant of usage rights and does not depend on where content is published, and it does not apply to a Custom Package, whose single price is set by the Owner and covers what that package defines. The adjusted price is displayed at checkout before payment.

8.6 Pricing guidance. Where the Platform displays a recommended price to an Owner, that figure is an estimate generated from the information the Owner has entered. It is not advice, not a valuation, and not a representation that any price is achievable. The Owner sets its own prices.

9. Purchasing a Campaign

9.1 Request and payment. A Brand submits a campaign request specifying the Campaign Type, the Package, the platforms, the brief and any deadline, and pays the Campaign Price at checkout. The Campaign Agreement is formed on successful payment.

9.2 Payment processing. Payments are processed by Stripe. Dimax Pro does not receive or store full payment card details. Use of Stripe is subject to Stripe's own terms as between the Brand and Stripe.

9.3 Owner acceptance and decline. An Owner may decline a Campaign. Where an Owner declines, the Campaign is cancelled and the Brand is refunded in full.

9.4 Unresponsive Owner. Where an Owner neither delivers nor responds by the applicable deadline, Dimax Pro may cancel the Campaign and refund the Brand in full, and may apply a strike to the Owner under Section 17.

9.5 Taxes. Prices are exclusive of any sales, use, value-added or similar tax, which is added where applicable. Each User is responsible for its own income, business and withholding taxes. Owners are responsible for determining and discharging their own tax obligations in respect of Payouts, and for providing any tax documentation Dimax Pro is required to collect.

10. Fees, Payouts and Owner payment

10.1 Platform Fee. Dimax Pro retains the Platform Fee from each Campaign Price. The Platform Fee is disclosed on the Platform before purchase and is the consideration for the services described in Section 4.

10.2 Payout. The Payout becomes due to the Owner on acceptance of the Deliverables under Section 11, and is paid through Stripe, including, where enabled, Stripe Connect. Where the Owner has completed Stripe Connect onboarding, including identity verification, and transfers are enabled on its Stripe account, the Payout is transferred to that account. Where the Owner has not completed that onboarding, or transfers are not enabled on its account, the Payout is settled by Dimax Pro by another means and may take longer to arrive. Dimax Pro is not obliged to make a Payout by any method until the Owner has supplied the identity, banking and tax information that Dimax Pro or Stripe requires.

10.3 Set-off and withholding. Dimax Pro may withhold or set off against a Payout any amount owed to it by the Owner, including amounts due under Section 15, refunds it has made or is obliged to make in respect of that Owner, and chargebacks and associated fees.

10.4 Chargebacks. Where a Brand initiates a chargeback in respect of a Campaign, Dimax Pro may suspend the corresponding Payout pending resolution, and may recover from the Owner any Payout already made if the chargeback is upheld.

10.5 Currency and fees. All amounts are in United States dollars unless stated otherwise. Each User bears its own bank, conversion and payment-provider charges.

11. Delivery, review and acceptance

11.1 Preview. The Owner uploads the Deliverables for review. Until the Deliverables are accepted under clause 11.4, they are made available to the Brand only through a viewer on the Platform, which displays them with a watermark superimposed over the content and does not offer them for download. Preview content is supplied for the sole purpose of reviewing it. The Brand must not use, publish, reproduce or distribute preview content, and must not circumvent or attempt to circumvent the viewer, obscure or remove the watermark, or capture, record, screenshot or otherwise extract preview content for any purpose other than that review.

11.2 Preview approval. The Brand reviews the preview and either approves it or submits a change request through the Platform. Approval of the preview is an express act of the Brand: a preview is not approved by the passage of time, and no period of Brand inaction operates as approval of a preview. Where the Campaign Type includes Influencer Posts, the Owner may publish only once the Brand has approved the preview.

11.3 Valid grounds for a change request. A change request must identify, with reasonable particularity, how the Deliverables depart from the Campaign Specification. Valid grounds are limited to: (a) the number, format, duration or type of assets not matching the Package; (b) publication on platforms other than those purchased; (c) a material departure from the written brief; (d) technical quality that renders an asset unusable for the purpose stated in the Campaign Specification; or (e) breach of a warranty given by the Owner. A change of creative direction, a change in the Brand's marketing plans, a change of personnel at the Brand, and dissatisfaction with Deliverables that conform to the Campaign Specification are not valid grounds.

11.4 Acceptance window and acceptance by inaction. When the Owner marks the Campaign as delivered, the Brand has ten (10) calendar days from delivery to confirm receipt of the Deliverables. If the Brand neither confirms nor raises a dispute under clause 11.7 within that period, the Deliverables are deemed accepted at the end of it. On acceptance, whether by the Brand's confirmation or by the expiry of that period, the Deliverables are released to the Brand and the Payout becomes due. The Brand is notified before the period closes. The ten-day period runs from delivery, and not from the preview or from its approval.

11.5 Revisions. Before approving the preview, the Brand may request revisions to the Deliverables through the Platform. A revision request must be reasonable and consistent with the Campaign Specification and the written brief, and must identify with reasonable particularity what is to be changed. The Owner must address revisions so requested and submit a revised preview. Neither these Terms nor the Platform limits the number of revision rounds: the Brand may continue to request revisions, and the Owner must continue to address them, until the Brand approves the preview or the Campaign is cancelled or refunded under the Refund and Cancellation Policy. Clause 11.3 sets out the grounds on which a change may properly be required. A request that goes beyond the Campaign Specification and the written brief, including a change of creative direction, is not one the Owner is obliged to carry out, and may be agreed between the Brand and the Owner as additional work.

11.6 Release of content and grant of licence. Deliverables are released to the Brand on acceptance under clause 11.4. The licence granted under Section 12 comes into existence on acceptance and not before. Approval of a preview under clause 11.2 is not acceptance of the Deliverables, does not release any Deliverable for the Brand's use, and grants the Brand no licence.

11.7 Disputes about conformity. Where a Brand and an Owner cannot agree whether Deliverables conform to the Campaign Specification, either may refer the matter to Dimax Pro. Dimax Pro may, in its discretion, review the Campaign Specification and the Deliverables and decide whether to release the Deliverables, release the Payout, or refund the Brand in whole or in part. That decision is administrative, is made for the purpose of operating the Platform, is not an adjudication of the Campaign Agreement, and does not prevent either party from pursuing its rights against the other.

12. Intellectual property in Deliverables

12.1 Ownership. The Owner retains ownership of the AI Influencer and of all content it produces, subject to the licences granted under this Section.

12.2 Licence to the Brand. On acceptance of the Deliverables and receipt by Dimax Pro of the Campaign Price in full, the Owner grants the Brand a non-exclusive, worldwide, non-transferable licence to use the licensed Deliverables, for the term and for the permitted uses set out for the relevant Package in Schedule 2.

12.3 Permitted uses. "Organic use" means publication on the Brand's own owned channels without paid promotion. "Paid social" means use of the Deliverables as paid advertising placed and paid for by the Brand from the Brand's own advertising account. "Full rights" means organic use, paid social and other paid advertising, in each case for the stated term. Whitelisting, meaning the placement of advertising from the AI Influencer's own account or advertising identity, is not included in any Package and requires separate written agreement.

12.4 Restrictions. Unless the Campaign Specification states otherwise, the Brand must not: (a) sub-licence, resell or transfer the Deliverables, except to its agencies for the purpose of the permitted uses; (b) use the Deliverables after the licence term expires; (c) edit the Deliverables in a way that materially alters the meaning of any statement made in them; (d) use the Deliverables in connection with any product or service other than the one identified in the Campaign Specification; or (e) use the AI Influencer's name or likeness to imply an ongoing endorsement, ambassadorship or relationship beyond the Campaign.

12.5 Expiry. On expiry of the licence term the Brand must cease using the Deliverables in new placements. The Brand is not required to recall printed materials already distributed or to retrieve content already published organically before expiry, but must not renew, boost or re-promote it.

12.6 Licence to Dimax Pro. Each Owner grants Dimax Pro a non-exclusive, royalty-free licence to host, reproduce and display the AI Influencer's name, images and portfolio content on the Platform and in Platform marketing, for as long as the listing is live and for a reasonable period afterwards for archival purposes.

12.7 Feedback. If you send us suggestions about the Platform, we may use them without restriction and without obligation to you.

13. Advertising compliance

13.1 The Brand is the advertiser. In respect of every Campaign, the Brand is the advertiser and the party on whose behalf the advertising is disseminated. Dimax Pro is not the advertiser, is not an endorser, and does not create, approve, review for compliance, or control the content of any Campaign.

13.2 Allocation of responsibility. The Brand is responsible for ensuring that each Campaign complies with all advertising, marketing, consumer-protection and sector-specific laws and codes applicable to it and to the products or services advertised, including in the United States the Federal Trade Commission Act and the FTC Endorsement Guides at 16 C.F.R. Part 255, and including for any claim made about a product. The Owner is responsible for making clear and conspicuous disclosure of the material connection between itself and the Brand, and of the artificial nature of the AI Influencer, in and around any content it publishes.

13.3 Substantiation. The Brand is solely responsible for the truth and substantiation of every claim about its products or services that appears in a Campaign, including claims in a brief supplied by the Brand and reproduced by the Owner. The Owner is not required to verify, and does not warrant, any such claim.

13.4 Regulated markets. Where the Platform identifies a market as regulated for a product category, additional documentation may be required before publication is permitted, and Dimax Pro may block publication until it is supplied. A block is an operational control applied by Dimax Pro for its own purposes. It is not a determination that a Campaign is or is not compliant with any law, and the absence of a block is not an approval.

13.5 Verification badges. The Platform displays badges recording checks Dimax Pro has carried out. The meaning and limits of those badges are set out in the Verification Badge Disclaimers below, which form part of these Terms. In summary: a badge records that Dimax Pro received from the Owner material that on its face corresponded to the badge criteria in force at the time; it is not a warranty that the underlying representations are true, complete or current, is not legal advice, and is not a determination that any Campaign complies with any law or code.

13.6 No representation of compliance. No User may state or imply to any third party that a Campaign, an AI Influencer or a Deliverable is approved, certified or compliant with the requirements of the Federal Trade Commission, the Advertising Standards Authority, or any other regulator or self-regulatory body, by reason of any badge, check or verification carried out by Dimax Pro.

14. Conduct and communications

14.1 Platform messaging. The Platform provides a messaging function for communications relating to Campaigns. Dimax Pro may access, review and retain messages for the purposes of operating the Platform, investigating suspected breaches, and enforcing these Terms.

14.2 Prohibited conduct. You must not: (a) misrepresent your identity, your authority, or your relationship with any AI Influencer, brand or agency; (b) submit false metrics, fabricated evidence or manipulated screenshots; (c) publish or transmit content that is unlawful, defamatory, obscene, harassing, or infringing; (d) use the Platform to solicit business unrelated to a Campaign; (e) circumvent, disable or interfere with any security or operational feature; (f) scrape, crawl or harvest data from the Platform other than as permitted by our robots file; (g) use the Platform to develop a competing service; or (h) do anything prohibited by Section 15.

14.3 Contact details. You must not use the Platform to exchange contact details, or to invite communication outside the Platform, for the purpose of avoiding the Platform Fee. This clause does not prevent the exchange of information reasonably required to perform a Campaign that has been purchased.

15. Non-circumvention

15.1 Purpose. Dimax Pro invests in sourcing, verifying, listing and presenting AI Influencers, and in generating and qualifying demand from Brands. The Platform Fee is its only compensation for doing so, and is earned only when a transaction is completed on the Platform. This Section protects that compensation. It does not prevent any User from competing with Dimax Pro or with any other User, does not prevent a Brand from working with any AI Influencer it already knew of, and does not restrict any User's freedom to trade other than as expressly set out below.

15.2 Introduction. An "Introduction" occurs on the first occasion on which, through the Platform, a Brand becomes aware of the identity or contact details of an Owner, or of the association between an Owner and a specific AI Influencer, or an Owner becomes aware of the identity or contact details of a Brand. Viewing a listing in the catalogue, submitting or receiving a campaign request, and exchanging messages through the Platform each constitute an Introduction.

15.3 Covered Transaction. A "Covered Transaction" is any arrangement for content licensing, sponsored posting, endorsement, brand ambassadorship, affiliate promotion or comparable commercial use of an AI Influencer, between a Brand and an Owner (or the AI Influencer of that Owner) who were the subject of an Introduction, whether entered into directly or through an Affiliate, advertising agency, media agency, talent agency, intermediary or other representative of either of them.

15.4 Restricted Period. The "Restricted Period" runs from the date of the Introduction until the later of (a) twelve (12) months after the Introduction and (b) twelve (12) months after completion or cancellation of the most recent Campaign between the same Brand and Owner.

15.5 The undertaking, and what it does not cover. During the Restricted Period, no Brand and no Owner will enter into, perform, invoice or receive payment under a Covered Transaction otherwise than through the Platform. This undertaking does not apply where: (a) the party relying on the exception can show, by records created before the Introduction, that it had an existing commercial relationship with the counterparty; (b) the counterparty was identified independently and without use of any information obtained through the Platform; (c) Dimax Pro has consented in writing; (d) the arrangement concerns an AI Influencer or a Brand other than one that was the subject of the Introduction; (e) the Restricted Period has expired; or (f) a conversion fee has been paid under clause 15.11 in respect of that counterparty.

15.6 Compensation. If a Covered Transaction is entered into in breach of clause 15.5: (a) the party in breach must pay Dimax Pro, in respect of each such Covered Transaction, the greater of (i) a sum equal to the Platform Fee that Dimax Pro would have received had that transaction been conducted on the Platform, being twenty-three per cent (23%) of the total consideration payable under that transaction, and (ii) one thousand United States dollars (US$1,000); (b) that sum is payable within thirty (30) days of demand; and (c) the parties acknowledge that the loss Dimax Pro suffers from a breach of clause 15.5 is real but difficult to quantify precisely, in particular because Dimax Pro will not know the terms on which the transaction was done and cannot readily establish the consideration passing under it, that the sum in (a) is a genuine and reasonable pre-estimate of that loss agreed between the parties at the time of contracting, having regard both to the fee that would have been earned and to the minimum value to Dimax Pro of the Introduction that was exploited, and that it is accordingly compensatory and is not a penalty. Nothing in this clause limits Dimax Pro's right to recover any greater loss it can prove, or to any other remedy.

15.7 Notification and verification. A User that enters into a Covered Transaction otherwise than through the Platform must notify Dimax Pro in writing within fifteen (15) days, stating the counterparty and the total consideration. Dimax Pro may, no more than once in any twelve-month period and on fifteen (15) days' written notice, require a User to provide a written statement, signed by an officer of that User, setting out whether it has entered into any Covered Transaction outside the Platform during the Restricted Period and, if so, the consideration. This clause does not entitle Dimax Pro to inspect a User's books and records generally.

15.8 Injunctive relief. Dimax Pro may apply to a court of competent jurisdiction for injunctive or other equitable relief in respect of a breach or threatened breach of this Section, without posting bond and without prejudice to Section 26.

15.9 Modification by a court. If a court finds any part of this Section unenforceable as drafted, in particular as to the length of the Restricted Period or the range of Covered Transactions, the parties intend that it be modified to the least extent necessary to make it enforceable and enforced as modified, rather than struck out.

15.10 Survival. This Section survives termination of these Terms and closure of any account, in respect of any Introduction that occurred before termination or closure.

15.11 Conversion fee. A Brand or an Owner that wishes to continue outside the Platform a relationship formed through it may do so lawfully by paying Dimax Pro a one-off conversion fee of two thousand five hundred United States dollars (US$2,500) in respect of the counterparty concerned. The fee is payable in advance, and takes effect on receipt by Dimax Pro of cleared funds. On payment, clause 15.5 ceases to apply as between the paying User and that counterparty, and no sum is payable under clause 15.6 in respect of any Covered Transaction between them entered into after that time. The fee is payable once for each pair of counterparties and covers both of them. It is not refundable, does not apply to any other counterparty, does not release either party from any sum already accrued under clause 15.6 before payment, and does not affect Section 19 or any obligation in respect of a Campaign already purchased.

16. Reviews and ratings

16.1 Who may review. A review may be submitted only by a User that has completed a Campaign with the User being reviewed.

16.2 Standards. Reviews must reflect the reviewer's genuine experience of that Campaign. Reviews that are false, defamatory, offensive, or offered or solicited in exchange for consideration are prohibited.

16.3 Finality and removal. Reviews cannot be edited after submission. Dimax Pro may remove a review that breaches clause 16.2, and may but is not obliged to remove any other review.

16.4 No endorsement. Reviews and ratings are the statements of the Users who wrote them. Dimax Pro does not adopt them and does not warrant their accuracy.

17. Moderation, strikes and suspension

17.1 Strikes. Dimax Pro may record a strike against an account for a breach of these Terms. Strikes expire sixty (60) days after they are recorded.

17.2 Escalation. Depending on the number and seriousness of strikes, Dimax Pro may restrict messaging, suspend listings, withhold Payouts pending investigation, suspend an account or terminate it.

17.3 Immediate action. Dimax Pro may suspend or terminate an account immediately and without prior warning where it reasonably believes there has been fraud, impersonation, infringement, a breach of Section 15, conduct exposing Dimax Pro or its Users to legal liability, or a legal or regulatory requirement to act.

17.4 Effect on Campaigns in progress. Suspension or termination does not by itself cancel a Campaign already purchased. Dimax Pro will use reasonable efforts to allow Campaigns in progress to be completed or, where that is not practicable, to refund the Brand.

18. Content moderation and takedown

18.1 Notice. If you believe content on the Platform infringes your rights, contact us at contact@dimaxpro.com with sufficient detail to identify the content and the right asserted.

18.2 Copyright. Dimax Pro operates a notice-and-takedown process consistent with the Digital Millennium Copyright Act. Notices should be sent to our designated agent at: Copyright Agent, Dimax Pro LLC, 407 Lincoln Road, Suite 708, Miami Beach, FL 33139, USA. Phone: +1 786 822 5707. Email: contact@dimaxpro.com. Registered with the U.S. Copyright Office, DMCA Registration Number DMCA-1077576. Repeat infringers' accounts will be terminated.

18.3 Removal. Dimax Pro may remove or disable access to content that it reasonably believes breaches these Terms or infringes any right, without prior notice.

19. Confidentiality

19.1 Obligation. Each User must keep confidential any non-public information about another User's business, campaigns, pricing or unpublished creative that it obtains through the Platform, must use it only for the purpose of a Campaign, and must not disclose it except to those of its personnel and advisers who need it and who are bound by equivalent obligations.

19.2 Exceptions. This does not apply to information that is or becomes public without breach, was already known without obligation of confidence, is independently developed, or must be disclosed by law or by a regulator, provided that the disclosing party gives such notice as it lawfully may.

19.3 Unpublished creative. A Brand must not disclose or use unpublished Deliverables before acceptance, other than internally for the purpose of reviewing them.

20. Availability and changes to the Platform

20.1 No uptime commitment. The Platform is provided on an "as available" basis. Dimax Pro does not commit to any level of availability and may suspend access for maintenance, security or operational reasons.

20.2 Changes. Dimax Pro may add, change or remove features. Where a change materially reduces the functionality on which a purchased Campaign depends, Dimax Pro will use reasonable efforts to allow that Campaign to complete.

20.3 Third-party services. The Platform depends on third-party services including payment processing, hosting, email delivery and the social media platforms on which AI Influencers operate. Dimax Pro is not responsible for the acts, omissions, availability, policies or enforcement decisions of any of them, including the suspension or removal of any social media account.

21. Term and termination

21.1 Term. These Terms apply from acceptance until the account is closed or terminated.

21.2 Closure by you. You may close your account at any time. Closure does not cancel Campaigns already purchased, does not affect accrued rights and obligations, and does not release you from Section 15.

21.3 Termination by us. Dimax Pro may terminate these Terms and close an account on thirty (30) days' notice for convenience, or immediately in the circumstances described in clause 17.3.

21.4 Survival. Sections 12, 13, 15, 19, 22, 23, 24, 26 and 27, and any provision that by its nature should survive, survive termination.

22. Disclaimers

22.1 As is. To the maximum extent permitted by law, the Platform is provided "as is" and "as available", and Dimax Pro disclaims all warranties, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranty arising from course of dealing or usage of trade.

22.2 No warranty as to Users or outcomes. Dimax Pro does not warrant the identity, solvency, competence, honesty or performance of any User; the accuracy of any listing, metric, screenshot or representation submitted by a User; the quality, legality or non-infringement of any Deliverable; the reach, engagement, conversion or commercial result of any Campaign; or that any Campaign will comply with any law or advertising code.

22.3 Verification and badges. The limits of ownership verification and of the badges are set out in clauses 7.4 and 13.5 and in the Verification Badge Disclaimers below, and are not qualified by anything in this Section.

23. Limitation of liability

23.1 Excluded losses. To the maximum extent permitted by law, Dimax Pro is not liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business or business opportunity, loss of goodwill or reputation, loss or corruption of data, or any indirect, special, incidental, consequential, exemplary or punitive loss, however arising and whether or not foreseeable.

23.2 Cap. To the maximum extent permitted by law, Dimax Pro's total aggregate liability arising out of or in connection with these Terms and the Platform, whether in contract, tort (including negligence), statute or otherwise, is limited to the greater of (a) the total Platform Fees actually received by Dimax Pro in respect of the User's Campaigns in the twelve (12) months preceding the event giving rise to the claim, and (b) one hundred United States dollars (US$100).

23.3 Disputes between Users. Dimax Pro is not liable for any act or omission of any User, including non-delivery, defective Deliverables, infringement, non-payment outside the Platform, or breach of any Campaign Agreement. Any claim arising out of a Campaign Agreement lies between the Brand and the Owner.

23.4 Nothing excluded that cannot be. Nothing in these Terms excludes or limits liability for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

23.5 Basis of the bargain. The Users acknowledge that the Platform Fee has been set on the basis of the allocation of risk in this Section, and that Dimax Pro would not provide the Platform on these commercial terms without it.

24. Indemnity

24.1 By each User. Each User will indemnify and hold harmless Dimax Pro, its members, officers and personnel, against all claims, proceedings, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) that User's breach of these Terms or of any Campaign Agreement; (b) content that User has submitted, published, licensed or caused to be published, including any claim that it infringes any right or is unlawful, deceptive or non-compliant with any advertising law or code; (c) any claim by a regulator or by a third party relating to a Campaign in which that User was the advertiser, the publisher or the licensor; and (d) that User's taxes.

24.2 Conduct of claims. Dimax Pro will notify the User of any claim to which this Section applies, and the User may assume the defence with counsel reasonably acceptable to Dimax Pro, provided that no settlement that imposes any obligation or admission on Dimax Pro may be made without its written consent, and Dimax Pro may participate with its own counsel at its own cost.

25. Changes to these Terms

25.1 Amendment. Dimax Pro may amend these Terms. Where an amendment is material, Dimax Pro will give at least thirty (30) days' notice by email and on the Platform before it takes effect.

25.2 Acceptance of amendments. Continued use of the Platform after an amendment takes effect constitutes acceptance of it. Where an amendment is material, Dimax Pro may additionally require acceptance by an affirmative act before further use is permitted. A User that does not accept a material amendment may close its account before it takes effect.

25.3 Campaigns in progress. The version of these Terms in force when a Campaign was purchased governs that Campaign.

25.4 Record. Dimax Pro records, for each User, the version of these Terms accepted and the date and time of acceptance, and retains that record for the period required by law and in any event for the duration of the account and six (6) years afterwards.

26. Governing law and jurisdiction

26.1 Governing law. These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), are governed by the laws of the State of Florida, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

26.2 Negotiation. A party with a dispute must first notify the other in writing, describing the dispute and the relief sought. The parties will attempt in good faith to resolve it within thirty (30) days of that notice. This clause does not prevent either party from commencing proceedings where it is necessary to do so to preserve a right or to obtain urgent relief.

26.3 Exclusive jurisdiction. The state courts sitting in Miami-Dade County, Florida, and the federal courts whose district includes that county, have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation, including non-contractual disputes or claims. Each party irrevocably submits to the jurisdiction of those courts and waives any objection to proceedings in them on the ground of venue or of forum non conveniens.

26.4 Injunctive relief. Clause 26.3 does not prevent either party from applying for urgent interim or injunctive relief in any court of competent jurisdiction, including in respect of Section 15 or of any infringement or misuse of intellectual property or confidential information.

26.5 No class or representative proceedings. Disputes will be resolved on an individual basis. No party may bring a claim as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding, and no such proceeding may be consolidated with any other.

26.6 Costs. In any proceeding arising out of or relating to these Terms, the court may award the prevailing party its reasonable costs and legal fees.

26.7 Time limit. Any claim arising out of or relating to these Terms or the Platform must be brought within one (1) year after the cause of action accrues, or be permanently barred, to the extent permitted by law.

27. General

27.1 Entire agreement. These Terms, together with the Campaign Specification and the Schedules, are the entire agreement between you and Dimax Pro in relation to the Platform, and supersede all prior discussions and representations. Nothing in this clause limits liability for fraudulent misrepresentation.

27.2 No waiver. A failure or delay in exercising a right is not a waiver of it, and a single or partial exercise does not prevent further exercise.

27.3 Severability. If any provision is held invalid or unenforceable, it is modified to the least extent necessary to make it enforceable, or if it cannot be, severed. The remainder is unaffected.

27.4 Assignment. You may not assign or transfer these Terms without our prior written consent. Dimax Pro may assign or transfer them to an Affiliate or in connection with a merger, reorganisation or sale of all or substantially all of its assets.

27.5 No partnership. Nothing in these Terms creates a partnership, joint venture, employment, franchise or, except as expressly provided in clause 4.3, agency relationship between Dimax Pro and any User, or between any two Users.

27.6 Third parties. Except for the persons indemnified under Section 24, no person other than the parties has any right to enforce these Terms.

27.7 Force majeure. Neither Dimax Pro nor any User is liable for failure or delay caused by an event beyond its reasonable control, provided it notifies the other and uses reasonable efforts to mitigate.

27.8 Notices. Notices to you are sent to the email address on your account and are deemed received on the day of sending. Notices to Dimax Pro must be sent to contact@dimaxpro.com. For formal legal notice, Dimax Pro LLC maintains a registered agent in the State of New Mexico as shown in the records of the New Mexico Secretary of State.

27.9 Language. These Terms are made in English. Any translation is provided for convenience and the English version prevails.

27.10 Contact. Dimax Pro LLC, 407 Lincoln Road, Suite 708, Miami Beach, FL 33139, USA. Email: contact@dimaxpro.com.

Refund and Cancellation Policy

This Refund and Cancellation Policy forms part of these Terms of Service and uses the definitions in them. It applies to Brands. It sets out when a Campaign is refunded, and is the policy referred to at checkout.

R1.1 Payment secures the Campaign. The Campaign Price is paid in full at checkout and secures the Owner's capacity and the production of the Deliverables. Because Deliverables are produced to order for the Brand, a Campaign is not refundable except as set out in this Policy.

R1.2 Business users. The Platform is offered to businesses only. Statutory consumer cancellation rights, including any right of withdrawal, do not apply.

R2.1 Full refund. The Brand receives a full refund where: (a) the Owner declines the Campaign; (b) the Owner fails to deliver by the delivery deadline and does not respond within the period stated on the Platform; (c) the Campaign was purchased in respect of an account that was not a Verified Platform at the time of purchase; (d) Dimax Pro cancels the Campaign under clause 17.4 of the Terms and it cannot be completed; or (e) Dimax Pro determines under clause 11.7 of the Terms that the Deliverables materially fail to conform to the Campaign Specification and cannot be brought into conformity within a reasonable time.

R2.2 Cancellation by the Brand before work begins. A Brand may cancel and receive a full refund at any time before the Owner has accepted the Campaign. Once the Owner has accepted, clause R3 applies.

R3.1 After acceptance by the Owner, before preview. Where the Brand cancels after the Owner has accepted the Campaign but before the preview is submitted, Dimax Pro may refund such part of the Campaign Price as it considers reasonable having regard to the work done, and the Platform Fee is not refunded.

R3.2 After preview. Once a preview has been submitted, the Campaign Price is not refundable except under clause R2.1(e). The Brand's remedy for non-conforming Deliverables is the change-request process in Section 11 of the Terms.

R3.3 After acceptance. Once Deliverables have been accepted, or are deemed accepted under clause 11.4 of the Terms, no refund is available.

R3.4 Change of mind. No refund is available because the Brand's marketing plans have changed, because the Campaign did not achieve a commercial result, or because the Brand is dissatisfied with Deliverables that conform to the Campaign Specification.

R3.5 Brand breach. No refund is available where the Campaign fails because the Brand did not supply the brief, materials, approvals or information the Owner reasonably required, after being asked for them.

R4.1 Method. Refunds are made through Stripe to the original payment method. Dimax Pro does not refund to any other method or to any third party.

R4.2 Timing. Dimax Pro initiates approved refunds within five (5) business days. The time for the funds to appear is determined by the payment provider and the Brand's bank.

R4.3 Effect on the licence. Where a Campaign is refunded in whole, any licence granted to the Brand in respect of the Deliverables terminates immediately, and the Brand must cease all use and delete all copies. Where a Campaign is refunded in part, the licence continues only to the extent stated in writing by Dimax Pro.

R4.4 Effect on Payout. Where a Campaign is refunded, no Payout is due to the Owner, and Dimax Pro may recover any Payout already made under clause 10.3 of the Terms.

R5.1 Chargebacks — contact us first. A Brand must raise a refund request through the Platform before initiating a chargeback. Initiating a chargeback without doing so is a breach of the Terms.

R5.2 Consequences. Dimax Pro may suspend an account and any Payout while a chargeback is pending, and may recover from the User any chargeback amount and associated fees.

R6.1 How to request a refund. Refund requests are submitted through the Platform or by email to Dimax Pro support, stating the Campaign reference and the ground relied on.

R6.2 Decision. Dimax Pro will decide a refund request within ten (10) business days and give reasons. A decision by Dimax Pro is administrative and does not prevent the Brand from pursuing its rights against the Owner under the Campaign Agreement.

Verification Badge Disclaimers

This part contains the wording displayed on the Platform in connection with verification badges and metrics. It forms part of these Terms of Service. Wording marked "on-screen" is displayed at the point indicated; wording marked "long form" appears on the badge explainer page linked from every badge.

B1. Ownership verified — on-screen. Displayed as tooltip and on the badge explainer page, next to the ownership badge in the catalogue and on the influencer profile: "Ownership verified means the account holder sent us a confirmation message from this account using a code we issued. It confirms that the account holder controlled this account when we checked. It is not a confirmation that the follower or engagement figures shown are accurate, that the account complies with the rules of the social platform, or that the account will remain under the same control."

B2. Metrics — on-screen. Displayed under the follower and engagement figures on every listing and profile: "Follower and engagement figures are ranges reported by the account holder and evidenced by a screenshot they supplied. Dimax Pro does not audit or independently verify them. Confirm any figure that matters to your decision before you buy."

B3. Compliance badges — on-screen. Displayed as tooltip on each compliance badge shown to Brands: "This badge records that we received documents from the account holder that, on their face, matched our checklist for this market on the date shown. It is a record of an administrative check of what the account holder told us. It is not legal advice, not a compliance certification, and not a statement that any campaign you run will comply with advertising law. You remain the advertiser and remain responsible for your own compliance."

B4. Long form — badge explainer page. What our badges mean, and what they do not. Dimax Pro displays badges to record checks we have carried out. We think it is important to be precise about what those checks are, because a badge is easy to over-read.

A badge means that, on the date shown, we received from the account holder information or documents that on their face corresponded to the criteria we were applying at the time, and that we recorded the check. That is the whole of what a badge means.

A badge is not a warranty that the information the account holder gave us is true, complete or still current. We check what we are given; we do not investigate it, audit it, or verify it against third-party sources.

A badge is not legal advice, and it is not a determination that anything complies with any law, regulation or advertising code. We are not a law firm, we are not a regulator, and we are not authorised by any regulator or self-regulatory body. No badge on this platform is issued, approved or endorsed by the Federal Trade Commission, the Advertising Standards Authority, or any comparable body.

A badge is not a substitute for your own diligence. If a figure, a right or a compliance point matters to your decision, verify it yourself before you buy.

When you run a campaign, you are the advertiser. Responsibility for the truth of claims about your products, for substantiating them, and for complying with advertising law rests with you. Responsibility for disclosing the paid relationship and the artificial nature of the persona, clearly and conspicuously, rests with the account holder publishing the content. It does not rest with us, and a badge does not move it to us.

You must not tell anyone that a campaign, a persona or a piece of content is approved, certified or compliant because a badge appears on this platform.

B5. Publication block — on-screen. Displayed when publication to a regulated market is blocked pending documents: "Publication to this market is on hold until the required documents are supplied. This is an internal control we apply for our own purposes. It is not an assessment of whether your campaign complies with the law in that market, and lifting the hold is not an approval."

B6. AI disclosure — on-screen. Displayed on every influencer profile and in the checkout summary: "Every persona on Dimax Pro is generated by artificial intelligence. It is not a real person, has not used any product, and cannot hold an opinion about one. Content must be disclosed as AI-generated wherever that is required, and the paid relationship must be disclosed clearly and conspicuously."

Signup Consent Wording

This part contains the wording presented at registration and at checkout, and the record Dimax Pro keeps of acceptance. It reflects the position that a more deliberate act of acceptance is more likely to be enforceable than a passive one.

C1. Signup — checkbox. Unticked by default. Registration cannot be completed until it is ticked. The two links open in a new tab. The wording is: "I have read and agree to the Terms of Service and the Refund Policy, and I confirm that I am registering for business purposes and am authorised to accept these terms on behalf of my organisation." Button label: "Agree and create account". The Terms link is a visibly distinct link, not plain text, and is adjacent to the checkbox rather than in the page footer.

C2. Checkout — confirmation. Displayed immediately above the pay button, as a conspicuous notice rather than a checkbox: "By paying you are entering a binding campaign agreement with the account holder on the terms shown above, and you confirm you have read the Refund Policy. Campaigns are produced to order and are refundable only as set out in that policy." Button label: "Pay and confirm campaign".

C3. Material amendment — re-acceptance. Displayed as a blocking interstitial on next login after a material amendment takes effect: "We have updated our Terms of Service. The changes are summarised below and take effect for your account today. Please read them and confirm to continue." The confirmation reads: "I have read and agree to the updated Terms of Service." Button label: "Agree and continue". A link to the previous version and a summary of what changed are shown alongside.

C4. The record of acceptance. For each acceptance, the Platform records and retains: the user identifier; the version identifier of each document accepted; the full text or an immutable hash of the version accepted; the date and time of acceptance in UTC; the acceptance event type (registration, checkout, or re-acceptance after amendment); and the IP address from which acceptance was made.

Every published version of the Terms and of the Refund Policy is retained and remains retrievable by version identifier, so that the exact text a given user accepted on a given date can be produced. Retention continues for the life of the account and for six (6) years afterwards.

Schedule 1 — Standard Campaign Terms

These terms are incorporated into every Campaign Agreement between a Brand and an Owner. Dimax Pro is not a party to them.

S1.1 Scope. The Owner will produce and, where the Campaign Type requires, publish the Deliverables described in the Campaign Specification, by the deadlines stated in it.

S1.2 Brief. The Brand will supply the brief, brand assets, product information and approvals the Owner reasonably requires, promptly on request. Deadlines are extended by any period of delay caused by the Brand.

S1.3 Claims. The Brand warrants that every claim about its products or services contained in the brief is true and substantiated, and indemnifies the Owner against any claim to the contrary.

S1.4 Production. The Owner controls the means of production and the creative execution, within the parameters of the Campaign Specification.

S1.5 Disclosure. The Owner will disclose the paid relationship and the artificial nature of the AI Influencer clearly and conspicuously in and around any content it publishes, in the manner required by the applicable law, code and platform rules.

S1.6 Minimum live period. Feed posts, carousels and reels published under an Influencer Posts Campaign will remain published for at least ninety (90) calendar days from publication, unless the Brand agrees otherwise or removal is required by the social media platform or by law. Stories run for their natural duration of twenty-four (24) hours and are not subject to that minimum.

S1.7 Review and acceptance. Section 11 of the Terms applies to review and acceptance of the Deliverables and is incorporated into this Campaign Agreement.

S1.8 Licence. Section 12 of the Terms applies to the licence granted to the Brand and is incorporated into this Campaign Agreement.

S1.9 Payment. The Brand's payment obligation is discharged by payment of the Campaign Price to Dimax Pro under clause 4.3 of the Terms. The Owner looks to Dimax Pro for the Payout.

S1.10 Non-circumvention. Section 15 of the Terms applies to both parties and is incorporated into this Campaign Agreement.

S1.11 Liability between Brand and Owner. Neither party is liable to the other for loss of profit, revenue, goodwill or any indirect or consequential loss. Each party's total liability to the other in connection with a Campaign is limited to the Campaign Price, except in respect of clauses S1.3, S1.5, Section 15 of the Terms, and any claim for infringement of intellectual property.

S1.12 Law and disputes. Section 26 of the Terms applies to disputes between the Brand and the Owner arising out of a Campaign Agreement.

Schedule 2 — Packages

Package contents are fixed. Prices are set by each Owner. Licence terms run from the date of acceptance of the Deliverables.

S2.1 Starter. Influencer Posts: one (1) Reel and two (2) Stories. Content Licensing: three (3) assets, being one (1) video and two (2) images, for organic use for three (3) months.

S2.2 Standard. Campaign period of two to four weeks. Influencer Posts: two (2) Reels, one (1) feed post and four (4) Stories. Content Licensing: six (6) assets, being two (2) videos and four (4) images, for organic use and paid social for six (6) months.

S2.3 Premium. Campaign period of four weeks. Influencer Posts: four (4) Reels, two (2) feed posts and eight (8) Stories. Content Licensing: twelve (12) assets, being four (4) videos and eight (8) images, with full rights including paid advertising, for twelve (12) months.

S2.4 Custom packages. An Owner may offer up to three (3) custom packages per AI Influencer, specifying the deliverables, the platforms, the turnaround and the Campaign Types for which the package is available. A custom package is priced as a single amount, including where it covers both Campaign Types, and that amount is not the sum of a licensing price and a posting price.

S2.5 Whitelisting excluded. No package includes whitelisting, meaning the placement of paid advertising from the AI Influencer's own account or advertising identity. Whitelisting requires separate written agreement between the Brand and the Owner.