1. Acceptance of Terms

By accessing or using the Lizza platform, website, mobile applications, APIs, or any related services (collectively, the "Service"), you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions ("Terms"). If you do not agree, you must immediately cease using the Service. We may modify these Terms. We announce a material change through the Service or by email before it takes effect, and we ask you to accept it. Continued use of the Service after a change takes effect constitutes your acceptance of the revised Terms.

2. Description of Service

Lizza operates the platform through which brands and content creators agree and execute marketing collaborations.

Who you contract with: Lizza Tech, S.A.P.I. de C.V., a Mexican company (RFC FME200403CF3), is the Lizza party for creators and for brand workspaces based in Mexico. Lizza Technologies, Inc., a Delaware corporation, is the Lizza party for brand workspaces that Lizza bills from outside Mexico. Your invoice or payment notice names the entity that bills you. "Lizza" in these Terms means the applicable entity.

What Lizza does: brands pay Lizza for collaborations through the platform, and Lizza pays creators under Section 18. A creator's work is agreed with the brand, and the brand decides what it asks for and how it uses the result within what was agreed. The contractual relationship in each collaboration is further governed by the applicable particular agreements, the invoicing issued, and the operational documentation generated through the platform. Lizza makes no representations or warranties regarding the qualitative or commercial outcome of any collaboration.

3. Eligibility and Accounts

You must be at least 18 years of age and capable of forming a binding contract to use the Service. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to provide accurate, current, and complete information and to promptly update such information as necessary. Lizza reserves the right to suspend or terminate any account at its sole discretion, with or without notice, for any reason.

4. User Obligations

Users agree to: (a) comply with all applicable laws and regulations; (b) not infringe upon any third-party intellectual property rights; (c) not submit false, misleading, or fraudulent information; (d) not engage in any activity that disrupts, damages, or interferes with the Service; (e) not attempt to circumvent any platform mechanisms or processes; (f) not harass, abuse, or threaten other users; and (g) fulfill all obligations arising from collaborations agreed upon through the platform.

5. Intellectual Property

All content, trademarks, logos, software, and materials on the Service are owned by or licensed to Lizza and are protected by applicable intellectual property laws. Users retain ownership of content they create and upload. However, by uploading content to the Service, you grant Lizza a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, display, and create derivative works of such content for the purposes of operating, promoting, and improving the Service. This license survives termination of your account. It gives a brand no rights: what a brand may do with a creator's content or image comes only from the collaboration's agreement or an authorization under Section 7. You represent and warrant that you have all rights necessary to grant this license and that your content does not infringe upon any third-party rights.

6. Content and User-Generated Materials

Users are solely responsible for the content they create, upload, share, or distribute through the Service. Lizza does not endorse, verify, or assume any liability for user-generated content. Lizza reserves the right, but has no obligation, to review, monitor, remove, or disable access to any content at its sole discretion and without prior notice. The ownership and usage rights of content created as part of a collaboration are determined by the agreement between the relevant parties. Lizza assumes no responsibility for resolving disputes related to content ownership or usage.

7. Image and Content Usage Authorizations

When a brand requests authorization to use a creator's published content through the platform's image and content usage authorization flow, the brand's use of such content is strictly limited to the specific content, uses, media, territory, and term granted by the creator and displayed to the brand on the platform (the "Granted Scope"). The brand expressly agrees that: (a) it will use the authorized content solely within the Granted Scope; (b) any use beyond the Granted Scope — including unauthorized uses, media, territories, terms, or modifications affecting the creator's honor or reputation — is strictly prohibited and requires a new authorization; (c) Lizza acts solely as facilitator, holds no title over the content or the creator's image, and is not responsible for the brand's use of the content; and (d) the brand shall indemnify, defend, and hold Lizza harmless from any claim, damage, or liability arising from the brand's use of the content outside the Granted Scope or in breach of the creator's authorization. The brand acknowledges that the Granted Scope is presented to it at the time of the request, in the grant confirmation, and at the time of payment, and that its continued use of the content constitutes acceptance of these limitations.

8. Payments and Fees

Fees: certain features of the Service require payment. Fees are stated on the platform before you pay and may change for future transactions. A collaboration payment is made up of what the creator is owed, Lizza's fee at the rate of the workspace's plan or the rate agreed with it, a payment processing fee that depends on the method and, for a card, on the country that issued it, and the applicable value-added tax (IVA). Lizza issues tax documents for the amounts it collects where the law requires it; money already invoiced when it reached a prepaid balance is not invoiced again when spent. Each party is responsible for its own tax obligations.

Plans: a paid plan renews automatically each billing period and is charged to the workspace's payment method until cancelled. Cancelling takes effect when an owner or administrator confirms it, and fees already paid for the period are not refunded unless Lizza states otherwise. If a renewal cannot be charged, Lizza may suspend the plan's features.

Bank transfers: where the platform offers it, a brand may pay by bank transfer (SPEI) to the account and with the reference shown, for the flat fee shown. A transfer opened for collaborations expires after the number of bank business days shown, and the money received covers the listed collaborations in the order listed.

Saved payment methods: an owner or administrator of a brand workspace may save a payment card to the workspace. By saving a card, that person authorizes Lizza, through its payment processor Stripe, to charge the card for payments that any member of the workspace confirms on the platform, in the amount and currency shown at the time of confirmation. Lizza does not charge a saved card unless a member of the workspace confirms the payment, with the following exceptions, which an owner or administrator authorizes by saving the card or by confirming them on the platform. A card saved under an earlier authorization is not charged for an exception that authorization did not name.

(a) Contracts beyond the plan: if the workspace's plan includes a monthly allowance of image-rights contracts and the workspace sends contracts beyond it, Lizza charges the card once a month, in the first days of the following month, at the per-contract price stated on the plan plus IVA. The platform states the price before such a contract is sent.

(b) Affiliate programs: the monthly amount described under "Affiliate programs" below, when unpaid by its due date.

(d) Pay on results: the amount described under "Pay on results" below, when unpaid by its due date.

If an automatic charge cannot be completed, Lizza notifies the workspace's owners and administrators, who may pay on the platform. Lizza's billing provider issues the corresponding CFDI automatically when the workspace has registered its fiscal details, or emails the payer to request them. The card remains saved to the workspace, including if the person who saved it leaves the workspace, until an owner or administrator removes or replaces it on the platform. Card details are held by Stripe; Lizza stores only the card brand, the last four digits, the expiry date and the issuing country. The brand is responsible for ensuring that only persons it authorizes are members of its workspace.

Affiliate programs: a brand that runs an affiliate program through the platform owes Lizza, for each calendar month, the commissions its affiliates earned on sales whose return period ended by the close of that month, plus Lizza's fee on those sales at the rate stated in the brand's plan, a payment processing fee and IVA. A commission refunded or cancelled after it was billed is credited against the following month. On the first day of each month, Lizza sends the workspace's owners, administrators and billing contacts a payment notice stating the amount owed, the payment due date (the end of the second bank business day of that month, Mexico City time) and how to pay. The brand may pay by bank transfer to the account and with the reference stated in the notice, in which case the processing fee is the flat amount stated in the notice, or by card, in which case it is the percentage and fixed amount stated in the notice. If the full amount has not been received by the due date and the workspace has a saved card, Lizza charges that card on the next bank business day for the card amount stated in the notice. If only part of a transfer has been received, Lizza does not charge the card and the brand must transfer the remainder. Any amount received by transfer in excess of what is owed, or after the card was charged, is credited to the brand's next payment notice, or refunded at the brand's request. Lizza pays affiliates only from amounts it has received from the brand; the brand remains responsible for the commissions owed under its affiliate program. Lizza's billing provider issues the corresponding CFDI on payment.

Recurring collaborations: when a brand accepts a collaboration paid by periods, each period's payment falls due when the period starts, in the amount agreed in the collaboration plus Lizza's fee, the processing fee and IVA. Lizza takes it first from the workspace's prepaid balance and otherwise charges the saved card, up to three times on different days; failing that, it sends the brand a payment link and reminders. A period's work does not open until it is paid. A period still unpaid seven days after falling due ends the partnership: that period and later ones are cancelled, and closed periods stand. Lizza holds each period's payment until the period closes. It is then released to the creator when the period's agreed work was done, or when the offer does not depend on it; otherwise it is returned to the prepaid balance less the card processing fee. Either side may end a partnership with one period's notice: the current period and the next still run and are paid, and later ones are cancelled. A renewal offered by the brand and accepted by the creator on the platform adds periods on the same terms; the platform keeps the record of who accepted, when, and for how many periods.

Pay on results: a campaign that pays creators on results (for example a rate per thousand views, or a percentage of sales or ad spend) requires a saved card. Earnings accrue from the sources the offer names, up to any cap it states. Earnings based on ad spend or sales continue for as long as the ad runs, including after the collaboration is completed; cancelling the collaboration stops all of them. When a month's figures close, Lizza sends the workspace's owners, administrators and billing contacts a payment notice with what the creators earned, Lizza's fee, the processing fee, IVA, and the two prices. Every closed month is billed, except that an amount below the minimum Lizza can charge joins the next notice. Payment is due at the end of the second bank business day after the notice, Mexico City time, by bank transfer or card. If the full amount has not been received by then, Lizza cancels the transfer and charges the saved card on the next bank business day for the card amount stated in the notice. If only part of a transfer has been received, Lizza does not charge the card and the brand must transfer the remainder. While a statement remains unpaid more than three bank business days after it fell due, Lizza may refuse the workspace's new pay-on-results collaborations; earnings on existing ones continue to accrue and remain owed. This debt is not part of any credit line.

Prepaid balance: money from a cancelled collaboration or a period returned as described in these Terms is held as the workspace's prepaid balance unless Lizza refunds it. A balance is not a deposit and earns no interest. It can be spent only on payments to Lizza on the platform, and it does not expire. An owner or administrator may ask for it to be refunded to the original payment method or by transfer, less what the workspace owes Lizza.

Cancellations and refunds: how much of a collaboration's payment comes back depends on how far it has progressed. The platform shows the stage and the amount before anyone confirms. Up to a certain stage either side may cancel; after that, cancelling needs the other side's agreement, and an unanswered request goes to Lizza's team to decide. Once work has been delivered the creator keeps a share in proportion to that work, and Lizza's fee follows the share of the work done. The rest goes to the prepaid balance less the card processing fee, which is not refundable. Lizza may instead refund a card and issue a credit note. Money owed on a credit line or paid outside the platform is settled directly with the brand. There is no separate refund policy: this paragraph and the amounts shown on the platform are the rule.

Credit lines: Lizza may grant a workspace a credit line by separate agreement or in writing, stating its limit and payment term. Amounts drawn are owed by their due date, and an overdue amount may block further use. Interest or late charges apply only if those terms state them.

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LIZZA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LIZZA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. LIZZA MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR INFORMATION PROVIDED THROUGH THE SERVICE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LIZZA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (C) ANY CONTENT OBTAINED FROM THE SERVICE; (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; OR (E) ANY COLLABORATION OR AGREEMENT BETWEEN USERS. IN NO EVENT SHALL LIZZA'S TOTAL AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID BY YOU TO LIZZA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless Lizza, its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, or expenses (including attorney's fees) arising from: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any third-party rights, including intellectual property rights; (d) any content you upload, post, or otherwise transmit through the Service; or (e) any collaboration or transaction you enter into through the Service.

12. Confidentiality

Users may have access to confidential information of other users or of Lizza through the Service. You agree to keep all confidential information strictly confidential and not to disclose it to any third party without prior written consent, except as required by law.

13. Termination

You may stop using the Service at any time. Lizza may suspend or terminate your access to the Service for breach of these Terms, fraud, legal risk or any other reason, with notice where the circumstances allow it. Termination does not cancel what is already owed: a brand remains liable for collaborations, statements and fees it incurred; a creator remains entitled under Section 18 to what they earned and the brand paid; and a remaining prepaid balance is refunded on request, less what the workspace owes Lizza. All provisions of these Terms which by their nature should survive termination shall survive, including payment obligations, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Mexico. Any dispute arising out of or in connection with these Terms shall first be attempted to be resolved through good-faith negotiation. If the dispute cannot be resolved within thirty (30) days, it shall be submitted to the competent courts of Mexico City, Mexico, to whose jurisdiction the parties expressly submit.

15. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

16. Entire Agreement

These Terms, together with our Privacy Notice and any particular agreement for a collaboration, credit line or sales proposal, constitute the entire agreement between you and Lizza regarding the use of the Service and supersede all prior understandings and communications. If a particular agreement conflicts with these Terms, the particular agreement prevails for that matter.

17. Text Message (SMS) Notifications

Lizza offers optional account notifications by text message (SMS) to creators, about campaign invitations, deliverable reminders, shipments and payouts. These messages are never marketing.

How to opt in: in the Lizza app, go to Account → Preferences, save your mobile number in your profile, and tick the unticked checkbox that reads: "I agree to receive account notifications from Lizza by SMS about campaign invitations, deliverable reminders, shipments and payouts. Message frequency varies. Msg & data rates may apply. Reply HELP for help, STOP to cancel. Agreeing is not a condition of using Lizza." Agreeing to these Terms does not by itself subscribe you to SMS, and you can use the Service without opting in. We record the date, time and number of your consent.

Message frequency varies with your activity on the platform. Message and data rates may apply. Reply STOP (or CANCEL, END, QUIT, UNSUBSCRIBE, STOPALL, REVOKE, OPTOUT) at any time to stop receiving messages, or untick the box in Account → Preferences; you will receive one message confirming you have been unsubscribed. Reply START to subscribe again. Reply HELP (or INFO) for help, or contact support@lizza.ai. Changing your mobile number cancels your SMS consent for the previous number. Carriers are not liable for delayed or undelivered messages.

Your mobile number and SMS consent are handled as described in our Privacy Policy. No mobile information will be shared with third parties or affiliates for marketing or promotional purposes.

18. Creator Payments and Earnings

When Lizza pays: a creator is paid through the platform after the conditions of the collaboration are met and they request the payout. Lizza pays only from money it has received from the brand or that the brand's balance covers. If a brand does not pay, Lizza is not obliged to pay the creator from its own funds, and Lizza will tell the creator.

Tax: a creator who uploads a valid factura issued to Lizza, with the details the platform states, is paid the amount of the factura up to what the collaboration owes. Without a factura, Lizza withholds income tax (ISR, 30%) and value-added tax (IVA, 16%), so the creator receives 54% of the amount. A factura Lizza rejects must be cancelled by the creator and may be chased. Creators are responsible for their own tax obligations, including on products, services, store credit and gift cards they receive.

Products, services and store credit: these are provided by the brand, not by Lizza. Lizza does not ship rewards, and it does not guarantee that a brand honors them, except where its systems issue a code on the brand's store. A code or voucher can be cancelled if the collaboration is cancelled.

Recurring collaborations: each period closes a few days after it ends. A period's conditional reward is issued only if all its agreed work was done by then; partial work earns no part of it, and later work does not count towards a closed period.

Pay on results: earnings are calculated from official platform figures, never scraped ones. Lizza may hold a figure that looks abnormal or out of date until its team reviews it, and may reject it; a held figure does not appear in the creator's earnings until released. Earnings can change while a month is open, for example when an order is refunded. They become payable after the brand pays the month's statement. If Lizza stops collecting an unpaid statement, it tells the creator and those earnings are not paid through Lizza.

Gift-card payouts: where offered and chosen by the creator, a gift-card payout carries the charge stated before it is sent and cannot be reversed once sent.

19. Acting for Others and on Connected Accounts

Agencies: an agency or manager acts for a creator only with the permissions the creator granted on the platform. What it does within them binds the creator, including negotiating and cancelling collaborations.

Connected accounts: a brand that connects a store, ad account, email or marketing account authorizes Lizza to act on it as each feature describes: for example to create orders, discount codes and gift cards on the store, to add paused ads to the brand's ad account, and to send emails through the brand's own account. The brand remains responsible for those accounts, for the ads it publishes and their spend, and for its customers and its compliance with each provider's terms. A brand can disconnect at any time, which does not undo what was already done.

20. Automated and AI Features

Some features use automated systems or AI models, including search, recommendations, classification, suggested text and generated media. Their output can be wrong and is not advice. You are responsible for reviewing what you use or publish, and for having the rights over anything you submit, including another person's image or voice. Our Privacy Notice explains how these systems use personal information.

21. Contact

For questions about these Terms, please contact us at legal@lizza.ai.