Masharti ya Kampeni - VDClip

Draft for legal, accounting and operational review | October 29, 2026. This version must be read together with the Campaign Sheet and the Creator Campaign Participation Acceptance before publication.

Contents

1. Who participates and what VDClip’s role is

These Terms govern the use of VDClip Business by creators who participate in campaigns and competitions organized by third parties or by VDClip itself and, where indicated, by VDClip affiliates (“Creator”). The platform is provided by VDCLIP TECNOLOGIA DA INFORMACAO LTDA, CNPJ 60.540.410/0001-57, headquartered at Estrada Francisco da Cruz Nunes, 5982, sala 204, Piratininga, Niterói/RJ, CEP 24350-310 (“VDClip”). VDClip’s main clip-generation product at vdclip.com has its own terms.

The Organizer identified in the Campaign Sheet — an Advertiser, another third party or VDClip itself — defines the activity, the briefing, the amounts and criteria, and approves the videos. The Campaign Sheet also identifies who is responsible for paying the rewards. The designated payer performs that obligation in accordance with the conditions disclosed and accepted; each party also remains responsible for the obligations it assumes and for those the law assigns to it.

VDClip provides, according to the existing features, means of communication and recording, receipt and organization of videos, a review and approval flow, view tracking, calculation under the disclosed criteria and display of campaign information. When a third party is the Organizer and payer, that third party owes the rewards; VDClip may administer funds and transfers, but does not guarantee that debt with its own funds merely by providing the platform.

When VDClip is the campaign’s advertiser and payer

When the Campaign Sheet identifies VDClip as the advertiser and as the party responsible for payment (and also as the Organizer, where applicable), VDClip will make the disclosed budget available at Woovi and will pay the Creators the valid rewards they earn, according to the criteria and other conditions accepted for the campaign, including calculation, validation, budget limit and cutoff date. The Campaign Sheet must make clear, before registration, that VDClip is the payer. The Creator’s tax invoice (nota fiscal) will be issued to VDClip. The participation of another content owner or third party does not make that party a debtor of these rewards, unless the Campaign Sheet expressly states otherwise.

When the advertiser and payer is a third party

When the Campaign Sheet identifies a third party as the advertiser and as the party responsible for payment, that third party receives the Creator’s tax invoice and pays the valid rewards in accordance with the disclosed rules. VDClip merely intermediates the campaign and the operational payment flow through the platform; it does not assume the debt and is not obligated to cover it with its own funds, without prejudice to the legal obligations relating to its own acts.

Each person may maintain only one VDClip user account; it is prohibited to create, maintain or use another account, whether one’s own or a third party’s, to duplicate participation or to circumvent limits, reviews, blocks or calculation. Authorized access to a team or organization does not allow the same person to maintain duplicate accounts.

To participate in a campaign, competition or other opportunity offered on VDClip Business, you must be 18 years of age or older. You must also use truthful data, protect your account, keep your tax and payment details up to date, and provide proof of identity, ownership or authorization when requested on justified grounds.

2. Campaign acceptance and video approval

Before registration, the Campaign Sheet must show the Organizer (Advertiser or VDClip) and the party responsible for payment; the briefing; networks and formats; periods, time zone and review deadline; approval criteria; calculation and amounts; minimums, budget and cutoff; measurement and dispute; tax documentation; and content license. The version will be recorded with your affirmative acceptance. The Campaign Sheet, these Terms and the Creator Campaign Participation Acceptance govern your participation. A materially unfavorable change does not apply retroactively to activity already carried out or to a reward already earned; a future condition that requires new consent must be presented for new acceptance.

Social network connection and Analytics

You choose whether to connect a social network account and authorize the scopes (permissions) presented on the network’s own screen. If you authorize, VDClip will access only the account and post data made available by those scopes, in order to display in the Analytics feature the metrics of your account and of your posts and to measure only the posts that you submit or link to the campaigns in which you participate, including views, ranking and reward calculation according to the Campaign Sheet. Such data will not be used for advertising or for any purpose unrelated to these features, except for security, fraud prevention, disputes and legal compliance under the terms of the Privacy Policy.

The connection is optional for general use of VDClip Business and for campaigns that can be verified through another permitted source. If a campaign depends on access to the metrics of the connected account, the Campaign Sheet will state, before registration, the network, the data required and the effect of not authorizing. Without authorization or an alternative source that VDClip is able to verify, metrics that depend on that access will not be calculated. If the reward depends on them, the corresponding amount cannot be calculated or released. For calculation and ranking, only views quantified and validated by VDClip according to the measurement means and criteria stated in the Campaign Sheet count; figures displayed by the network that VDClip cannot confirm are not included in the calculation. You may refuse or revoke the connection; this stops new queries through the integration, but may limit Analytics or the measurement of a campaign that depends on such data. Data already obtained will be treated in accordance with the applicable legal basis and the retention periods of the Privacy Policy.

Registration and video submission do not guarantee approval or a reward. The Organizer may approve, reject or request correction according to the disclosed criteria. Editorial criteria, limits on available slots and priority may only be used if informed before registration. A rejection does not automatically end your participation; a new video or version may be submitted while the rules and the period allow. Each resubmission requires new approval. If the Organizer does not decide within the stated deadline, the submission remains pending without automatic approval; you may request review through the channel stated in the Campaign Sheet or withdraw that submission from evaluation. Withdrawing the submission from the platform does not automatically remove a post from the social network.

An approval may only be revisited for demonstrable error, fraud, infringement of rights or failure to meet the disclosed criteria, with the reason recorded and the possibility of dispute. The Organizer’s commercial regret or a refund request does not, by itself, cancel your earned reward.

Only a video that is expressly approved and eligible may generate compensation. If the campaign uses views, the platform records the initial count at approval and considers only valid subsequent growth, respecting the start of the measurement window and the publication. Views prior to approval are never counted, even if the video has already been posted. If the platform cannot establish this baseline reliably, VDClip must explain the limitation and resolve the calculation before promising or crediting amounts based on it.

3. Views, minimum, ranking and end of the budget

For TikTok, YouTube, Instagram and Facebook, VDClip uses the official means available from each network to obtain or validate views. Only views quantified and validated by VDClip, according to the Campaign Sheet, determine compensation per views or ranking position; figures displayed by the network that VDClip cannot confirm are not included in the calculation. Likes, comments, followers and other signals may be used for security purposes, but do not increase these two calculations. Figures displayed during the campaign may be provisional and subject to correction due to a network update, content removal or the investigation of an irregularity, with a stated reason and the possibility of dispute.

During the measurement window stated in the Campaign Sheet and until final validation is complete, keep the approved post public and accessible, without removing it, making it private, replacing it or altering it in a way that prevents identifying the content or verifying its metrics. If the social network removes or restricts the post, or if it becomes unavailable for a reason beyond your control, notify VDClip as soon as possible and provide, when available, the link and the data relevant to verification. That occurrence, by itself, does not constitute fraud and does not automatically eliminate views already validated. VDClip may suspend only the validation of the affected metrics while it analyzes the case; any adjustment will be limited to what cannot be verified, with a stated reason and the possibility of dispute.

The metrics, estimates, calculated amounts and ranking positions displayed during the campaign may be provisional. After a reasoned analysis, VDClip may adjust, upward or downward, the eligible views and their financial or ranking effects, for example in the event of a network update, calculation error, duplication, ineligible traffic or other verifiable discrepancy. The review will record the previous and the corrected count, the period, the reason and the effect on the calculation. The Creator will be informed and may dispute through the channel stated in the Campaign Sheet. During the analysis, only the affected calculation or amount may be suspended, except for a broader legal or banking block. The adjustment must reflect the valid data, the disclosed formula and the campaign rules; it does not authorize arbitrary alteration.

In a views-based campaign, the Campaign Sheet states the calculation and clearly identifies whether there is (a) a minimum of eligible views to generate compensation and/or (b) a minimum monetary amount to credit the reward. These are distinct conditions; both, if used, apply to the sum of the eligible results of your approved videos in the campaign, unless a different aggregation rule is stated before registration. If there is a minimum number of views and you do not reach it by the cutoff, the campaign will not be completed for compensation purposes as to that result and there will be no proportional payment: the amount displayed will remain an estimate and will not be credited. If there is a monetary minimum, below it the amount likewise remains an estimate; when the applicable minimum is reached before the cutoff, the valid amounts accumulated are credited automatically, and subsequent increments follow the updating and validation of the metrics, within the budget. Without an applicable minimum, crediting begins at the first valid calculation. A valid reward already earned is not lost merely because of closure. These minimums are not to be confused with any minimum for withdrawing a balance already credited.

In a ranking competition, positions displayed before closing are provisional. Prizes and tiebreakers follow the Campaign Sheet; the final ranking is determined at the end of the window, after validating the eligible views. Only then is the bonus due credited. The label “prize” or “bonus” does not, by itself, determine tax treatment or waive tax documentation.

If the competition ends early, the announced prizes will be owed to those who hold the prize-winning ranking positions at the actual moment of closing, after validating the eligible views up to the cutoff and applying the disclosed tiebreakers. Later views are not included in the ranking. Early closing alone does not reduce these prizes; review for fraud or error and legal restrictions follow these Terms.

When the campaign reaches its maximum budget, the platform records the cutoff and stops generating new rewards. Later views are not paid, even if the video remains published. A top-up only creates a new opportunity under the terms and within the window stated; it does not automatically compensate views between the cutoff and the resumption. A pause or cancellation also interrupts new opportunities at the moment stated, without erasing amounts already earned. The identified Organizer remains responsible for the rewards it assumed; if funds become unavailable due to a judicial or banking block or a chargeback connected to it, affected payments may remain pending until regularization, with notice where possible. VDClip is not obligated to cover the shortfall with its own funds; it performs the duties relating to funds it actually administers and to its own acts.

An ordinary return of balance to the Organizer must exclude funds committed to valid rewards, including those you have not yet withdrawn. A tax or payment-details pending issue keeps the earned amount under regularization and does not automatically return it to the Organizer. Orders from a competent authority and legal rules prevail over this contractual reservation and may prevent or require different treatment of the payment; VDClip must comply with them and inform you of the impact when permitted.

VDClip may pause, withdraw from the platform or end the campaign, limit its execution, or end your participation in it or the business relationship with you, by internal commercial or strategic decision, including in view of a change in or end of the relationship with the Organizer or a partner social network. It may also adopt these measures for operational, security, integrity, rights, legal-compliance or order-related reasons. VDClip does not need to disclose internal or confidential strategy, assessment or negotiation, except where required by law; it will communicate the decision and its practical effects. Commercial disinterest, by itself, does not mean fraud or infringement. The cutoff stops new rewards, but does not eliminate valid rewards already earned. The payer indicated in the Campaign Sheet remains responsible, including VDClip if it is identified as the Organizer/payer, subject to reasoned reviews and legal restrictions. Legal orders, unavailability of funds and a reasoned review for fraud/error may affect processing within the limits explained above.

4. Withdrawal, currency, fees and tax documents

The dashboard must separate estimates, amounts pending validation, earned credit, withdrawals and adjustments. VDClip may set and update a minimum withdrawal amount. The wallet will state the current minimum, the timeframe, the currency, the withdrawal fee, the payment method costs and the legally required withholdings before each request. VDClip may charge a withdrawal fee and transfer costs when disclosed; before confirmation, the statement will show the gross amount, each deduction and the net amount. A balance below the minimum remains recorded in your account, without expiring or being removed merely for not reaching the threshold; withdrawal may be requested when the eligible balance reaches the current minimum. Changes to the minimum and the fees will be communicated before they apply to new requests and will not erase amounts earned. If your wallet is in reais, credit and withdrawal through it will occur in reais; any conversion will require an exchange rule and costs disclosed before registration. Without a compatible payment method, paid participation in that wallet should not be offered.

The campaign budget is held at Woovi, which provides VDClip with the account and split system and operationally moves the amounts allocated to payments. VDClip maintains the campaign records, calculates the rewards and states in the Campaign Sheet who is responsible for payment. Woovi does not become the advertiser or a debtor of the rewards. If VDClip is the advertiser and payer indicated in the Campaign Sheet, it receives the tax invoice and pays the Creator. If the advertiser and payer is a third party, that third party receives the tax invoice and pays; VDClip merely intermediates the flow on the platform.

You are responsible for the taxes and contributions legally levied on your compensation. Whoever the law designates as the paying source will make the withholdings and payments for which it is responsible and will show them on the receipt. Charges of the Organizer or of VDClip themselves do not become yours merely because the transfer uses the platform.

Tax obligations follow the timing provided by law and the nature of the transaction, which may differ from the withdrawal request; keeping a balance in the wallet does not guarantee deferral or exemption from taxes.

For residents of Brazil, issuing a valid tax invoice in your name is mandatory to request a withdrawal or transfer. The invoice will be issued to the party responsible for payment indicated in the Campaign Sheet: to VDClip, when it is the advertiser and payer; or to the third party, when it is the advertiser and payer. In the latter case, VDClip merely intermediates the campaign and payment flow through the platform; the third party receives the tax invoice and pays the reward. The request will state the correct details for issuance. Until the required invoice is submitted and validated, the earned amount remains recorded in your account balance, pending withdrawal, and is not automatically returned to the Organizer or cancelled because of that pending issue. The transfer remains suspended until regularization, except for legal obligations or an order from a competent authority. Errors will be reported with guidance for correction or review through the channel indicated.

If, after a withdrawal, VDClip receives information that the tax invoice used to document it was cancelled, replaced or invalidated, it will begin an analysis and may temporarily suspend new withdrawals and campaign registrations while it verifies the situation. Cancellation, by itself, does not prove fraud: you may submit the replacement invoice or explain the occurrence through the channel indicated. If the analysis confirms a false document, irregular cancellation or other material violation, VDClip may block new withdrawals and participation in campaigns, competitions and opportunities, or close the account, with a stated reason and the possibility of dispute where permitted. The determination of amounts already transferred will follow the contract and the law; a legitimate balance unrelated to the irregularity will not be automatically forfeited.

In a campaign organized by a third party, the identified Organizer/payer owes the reward, even when VDClip administers the transfer. If VDClip is identified as the Organizer and the party responsible for payment, it owes the valid rewards according to the Campaign Sheet. The commission of the VDClip subscription affiliate program is a separate relationship, owed by VDClip and governed by the program’s specific rules, accepted separately.

5. Content and rights

The Organizer is responsible for the rights and authorizations for the materials it provides and authorizes the Creator to use them only for this campaign, within the limits of purpose, channels, territory and period described in the Campaign Sheet. If you receive a complaint about such material, inform VDClip and preserve the briefing and the notices received. VDClip may assist with communication and provide records under its control, without guaranteeing reversal of a decision by the social network.

You retain the rights to the original elements you create. The default authorization of this campaign only allows you to publish the approved clip organically on your own account, on the channels, for the period and for the purpose indicated in the Campaign Sheet. “Organic” means without paid media or boosting; it does not mean spontaneous or unrewarded publication. Cuts in duration and technical adjustments of format, framing, volume, captions and the application of authorized logos are permitted, provided they preserve the meaning and context. The Campaign Sheet must indicate any different use and its compensation. Participating in the campaign does not authorize the Organizer or VDClip to repost your clip on their own accounts, use it in an ad, boosting, whitelist/Spark Ads, recruitment material, another campaign or the promotion of another product or service. Such uses require prior, separate and express authorization from the Creator and from the other rights holders, indicating the content, purpose, channels, term, territory and compensation; they are not included in the ordinary campaign acceptance. You are responsible for the elements you add.

You authorize VDClip, without transfer of ownership, to receive, host, display within Business, review, measure and store the content for the time necessary for the operation, security and substantiation of this campaign, according to the Campaign Sheet and the Privacy Policy. This operational license does not allow VDClip to edit the content to change its meaning, republish it as advertising, include it in an ad or use it to promote other services or campaigns. Any promotional use outside the organic post authorized in this campaign will require separate authorization under the terms above. VDClip’s review verifies the campaign’s operational criteria and does not, by itself, certify the ownership or lawfulness of materials provided by third parties.

6. Integrity, conduct and dispute

It is prohibited to use bots, click farms, fake accounts, artificial exchanges, scripts, false documents, multiple accounts to circumvent limits, ranking manipulation or purchases of views to inflate results. Views from artificial traffic and from boosting or paid advertising, including official tools, do not count toward compensation or ranking. Transparent official boosting, in isolation, is not fraud; concealing its origin or manipulating metrics may be. VDClip will not attribute to the Creator, without analysis, traffic caused by the Advertiser or by a third party outside the Creator’s control.

It is also prohibited to agree with other persons to distort metrics or results and to intentionally exploit platform flaws to obtain an advantage.

Also prohibited are illegal, deceptive, discriminatory, obscene or sexually explicit content; exploitation or sexualization of minors; intimate images without consent; infringement of copyright, trademark, image, voice or privacy rights; threats, harassment, unlawful violence, malware and advertising of prohibited or unsubstantiated offers. It is forbidden to cut, re-edit, caption, dub, generate with artificial intelligence or combine materials so as to attribute to anyone speech, action, opinion or endorsement that they did not express; to remove caveats or context to invert the meaning; to present fabricated or manipulated content as authentic; or to disseminate fake news/disinformation. Technical adjustments are only permitted if they preserve what happened and the original meaning. Respect the network’s rules. If the briefing asks for something prohibited, stop the publication and report it to [email protected].

Concrete indications of fraud, material violation of these Terms, security or integrity risk, duplicate accounts, relevant tax inconsistency or failure to comply with a reasonable verification request may justify analysis and proportionate preventive restriction of the video, the calculation, the affected amounts, new withdrawals, new registrations or the account. During the analysis, VDClip may temporarily suspend participation in new campaigns and competitions. If the analysis confirms a material or repeated violation, or if there is another well-founded reason that makes it unfeasible to maintain the relationship or access to Business, VDClip may end the Creator’s participation and block future registrations, including by closing the account. Whenever permitted, it will state the reason and scope of the measure, allow clarification and dispute through the channel indicated, and update progress where possible. The measure must be related to the fact investigated; the mere existence of a review or the mere cancellation of an invoice (NF), without analysis of the context, does not prove fraud. A legitimate amount unrelated to the suspicion is not automatically forfeited. Correction of error and recovery of an undue payment require a calculation record and a legal basis.

You may dispute a video rejection, metric, ranking or amount through the channel and within the deadline stated in the Campaign Sheet, attaching available evidence. The designated responsible party will analyze the dispute and respond or report the dependence on a third party. An investigation may withhold only the affected amount, except for a broader legal or banking block.

In an analysis, VDClip may request only evidence pertinent to the fact, the post and the period examined, such as a link or available metrics data. VDClip will not request your password or the social network’s authentication codes.

You must cooperate in complaints about materials you added and acts you performed. To the extent permitted by law, you will be liable for the proven direct losses and reasonable defense costs caused to VDClip by your fraud, false information, lack of authorization for your additions or use outside the campaign’s permissions, with notice and an opportunity to take part in the defense. This does not transfer to you any loss caused by Advertiser material used within the briefing, by VDClip’s own act or by third-party traffic outside your control.

7. Social networks, support and termination

TikTok, YouTube, Instagram, Facebook and other networks apply their own terms, algorithms and policies and may reduce reach, remove posts, demonetize or restrict accounts. VDClip does not decide or control these measures and is not liable for sanctions or decisions taken directly by the social networks, provided they do not result from VDClip’s own act or omission; nor does it guarantee approval, retention, reach, monetization or reversal. When the effect results from an independent decision of the network or another factor outside VDClip’s control, this, by itself, does not constitute a failure by VDClip nor give rise to a guarantee of compensation for expected reach or earnings. VDClip may provide records within its control and reasonably assist in a dispute, without promising a result. Rewards and metrics follow the campaign rules, including calculation only of the portion that cannot be verified. This rule does not override any legal duty or liability for VDClip’s own act or omission. The Organizer and the Creator remain responsible for their own materials, instructions and posts, within the limits of the law and of section 5.

You may request closure of your account at [email protected]. VDClip may suspend or terminate access for material violation, security, fraud, legal order or discontinuation of the service, explaining, where possible, the treatment of the balance and of disputes. Termination does not eliminate earned rewards, tax obligations, third-party rights or licenses already exercised within the authorized limits.

VDClip may update these Terms with reasonable notice for material changes. The version accepted for a campaign remains on record; an update does not retroactively reduce an amount already earned. Brazilian law applies, preserving the rights and forums that the law does not allow to be waived. Questions and reports: [email protected].