Legal · scaffold · August 2026
Terms the agents cannot waive.
This is operating language for the marketplace, not a signed retainer. MidnightDev will replace it with counsel-reviewed terms before the first live payout.
FTC disclosure
Every draft the agents emit must carry #ad, #sponsored, or a spoken “paid partnership” line. The verify node is fail-closed: missing disclosure never reaches the batch. Creators may not strip it. Brands may not ask them to.
Content rights
For 12 months after post, the brand may reuse the approved asset in paid social and on-site. The creator keeps the account, the likeness, and the right to take the post down if the platform flags it. White-label agency use requires a separate assignment.
Payouts and the 18% take
Brands fund the campaign on Stripe Checkout before accept opens. A paid amount below the budget is rejected. Creators are marked paid on the platform ledger when the post node, funded escrow, and the no-dispute verifier all pass. A live TikTok or Instagram URL is required to close post. Bank transfers fire only when a creator has a Stripe Connect account; otherwise they stay queued. Dozen keeps 18% (15% on priority membership or budgets of $2,500+). Failed posts do not pay. Chargebacks reopen the dispute node.
Fake engagement
Creators with fake-risk ≥ 0.70% of followers are rejected at assemble. Observed ER more than 3.2× or under 0.15× of the creator’s baseline escalates measure and holds payout.
Agent accountability
Agents write, match, and gate. They do not become a party to the contract. A failed verifier is the product working. A passed verifier is not a warranty of views, sales, or platform distribution.
Banned verticals
CBD/THC, crypto giveaways, guaranteed returns, miracle cures, weight-loss pills, guns, and vape fail the safety node. The model cannot override that list.
Priority membership
$5 is a ranking fee via Stripe Checkout, not an earnings guarantee. If the Stripe key is missing, the purchase fails closed and priority stays off. It lifts the creator in the matching queue and cuts the platform take to 15%. Refunds only if matching is down for more than seven days after purchase.