PoolHall Brand Terms of Service

1. Services and Order of Precedence

PoolHall provides software and marketplace tools through which Brands may create campaigns, identify or engage independent creators, exchange materials, review content, measure results, and manage payments (the “Services”). A signed agreement or order form controls only where it expressly conflicts with these Terms. The Privacy Policy explains our data practices but is not itself a promise that every processing activity relies on consent.

2. Marketplace Role; Brand-Creator Relationship

PoolHall supplies a platform and administrative services. Unless a signed agreement expressly says otherwise, PoolHall is not the advertiser, seller, manufacturer, employer, agent, joint venturer, fiduciary, or legal representative of a Brand or creator. The Brand selects creators, supplies the product and claims, sets campaign requirements, approves content, and is the contracting principal for creator services. Creators are independent third parties, not PoolHall employees. PoolHall does not guarantee creator identity, availability, conduct, performance, content, audience authenticity, platform access, or campaign results.

3. Accounts and Authorized Users

You must provide accurate information, protect credentials, limit access to authorized personnel, and promptly report suspected compromise. You are responsible for all activity through your account and for your personnel, agencies, and contractors. You may not transfer, rent, or resell an account or evade a suspension.

3A. Phone Verification and Text Message Communications

(a) Verification. Creating a Brand account requires a mobile phone number. PoolHall verifies that you control the number by sending a one-time code by text message (SMS). You represent that the number is one you own or are authorized to use, that you are authorized to consent to receive messages at it, and that you will keep it current or ask us to remove it when it is no longer yours. To the fullest extent permitted by law, you are responsible for messages sent to a number you provided and did not update.

(b) Account and support messages. By verifying a number you agree that PoolHall, or a service provider sending on our behalf, may send account and support text messages to it, including one-time verification codes and notices about your workspace, billing, and campaigns. This is a permission, not a commitment to send: PoolHall may send few or no messages beyond verification. Message frequency varies. Message and data rates may apply and are your responsibility under your agreement with your mobile carrier.

(c) Product updates and offers. Promotional text messages cover PoolHall product updates, creator campaign opportunities, and offers. The disclosure shown on the verification screen covers these messages together with the account and support messages in subsection (b), and you consent to both by continuing through verification. There is no separate promotional opt-in. You may stop these messages at any time as described in subsection (d).

(d) Opting out. You may reply STOP to any text message from PoolHall to opt out. You may also email privacy@poolhall.ai to opt out or to ask us to remove your number. Opting out of promotional texts does not stop account and support messages necessary to operate the account. Because a verified number is required for a Brand account, removing the number may prevent you from creating or continuing to access an account.

(e) Delivery. Mobile carriers are not liable for delayed or undelivered messages. PoolHall does not guarantee that any message will be delivered, or delivered within any particular time, and is not responsible for messages that are delayed, undelivered, or delivered in error because of carrier conditions, network or device issues, device settings, number portability, or other factors outside our reasonable control. Verification codes are time-limited and may expire.

(f) Privacy. The Privacy Policy explains what phone information PoolHall collects, how the verification and consent record is stored and retained, who processes it, and the choices available to you.

4. Brand Responsibilities

Brand is solely responsible for its campaigns and for the acts and omissions of its personnel, agencies, contractors, and engaged creators. This includes all strategy, briefs, claims, targeting, instructions, disclosures, approvals, publication decisions, monitoring, corrections, substantiation, records, licenses, permissions, and product warnings.

5. Brand Legal and Regulatory Compliance

Brand must comply with the FTC Act, FTC Endorsement Guides, Consumer Reviews and Testimonials Rule, CAN-SPAM Act, Telephone Consumer Protection Act, securities laws and SEC rules when applicable, privacy and data-protection laws, advertising and consumer-protection laws, sanctions, export rules, industry-specific requirements, social-platform policies, and all other applicable laws and regulations. PoolHall provides technology and marketplace services only. PoolHall does not assume Brand's compliance duties and has no duty to supervise, approve, monitor, or enforce Brand or creator compliance. PoolHall tools, suggestions, or failure to identify a violation are not legal approval.

6. Prohibited and Regulated Campaigns

You may not use the Services for unlawful, deceptive, infringing, discriminatory, unsafe, abusive, exploitative, or privacy-invasive activity. Campaigns involving minors, alcohol, tobacco or vaping, controlled substances, weapons, gambling, financial products, political activity, healthcare, supplements, or other regulated goods require all licenses, age/location controls, warnings, and PoolHall's written approval where requested. PoolHall may reject or suspend any campaign.

7. Brand Representations and Warranties

You represent and warrant that you have authority to enter these Terms; your products, claims, instructions, data, and materials are lawful, accurate, substantiated, safe when used as directed, and noninfringing; you have all necessary consents and licenses; your campaign does not violate an agreement or third-party right; and you will comply with tax, privacy, employment, advertising, consumer-protection, sanctions, export, and industry-specific requirements.

8. Creator Content and Brand Materials

As between PoolHall and Brand, Brand retains its Brand materials and grants PoolHall and involved creators a nonexclusive, worldwide, royalty-free license to use them to operate and perform the campaign. Ownership and usage rights in creator content are determined by the campaign terms shown at engagement or a separate agreement with the creator. No rights are implied beyond those terms. Brand is responsible for confirming that its intended media, territory, duration, editing, paid-use, whitelisting, and exclusivity rights were obtained before use.

9. Platform License and Restrictions

PoolHall grants a limited, revocable, nonexclusive, nontransferable right to use the Services for internal business purposes. You may not reverse engineer, scrape, overload, bypass access controls, introduce malicious code, access another workspace, use creator data outside a legitimate campaign, train a competing model or service from PoolHall output, or copy, sublicense, or commercially exploit the Services except as expressly permitted.

10. AI and Automated Features

AI-generated briefs, scripts, analysis, recommendations, and classifications may be incomplete, inaccurate, biased, or similar to third-party material. They are drafts, not legal, compliance, or professional advice. Brand must review all output and remains responsible for its use. Do not submit information you lack authority to process or highly sensitive data not requested by the Services.

11. Fees, Wallets, and Creator Payments

Prices, fees, budgets, and payment timing appear in the Services or an order form. Wallet deposits are prepaid campaign funds, not bank deposits, and do not earn interest. Wallet funds are held in PoolHall's own accounts as prepaid campaign costs. They are not held in trust, escrow, or any fiduciary capacity for Brand or any creator, are not segregated for Brand's benefit, and do not constitute a deposit. PoolHall is not an escrow agent, trustee, fiduciary, or money transmitter, and does not hold funds in trust for any user, except where applicable law requires otherwise. PoolHall may deduct authorized fees, creator amounts, reversals, taxes, and adjustments. Creator disbursements made on Brand's behalf are earned campaign costs and are nonrefundable once committed or paid, except where required by law or expressly agreed. Brand is responsible for sufficient funds and all applicable taxes other than taxes on PoolHall's net income.

12. Payment Authorization

(a) One-time payments. You authorize each one-time payment you submit.

(b) Prospective auto-recharge. A saved payment credential alone does not authorize recurring or automatic wallet charges for future campaign capacity. Auto-recharge may be enabled only through a separate express authorization stating the amount or calculation, trigger, caps, and cancellation method. If enabled, you may revoke it prospectively through the method then provided; revocation does not affect charges already initiated or obligations already incurred.

(c) Amounts Due. Separately from subsection (b), and without requiring any further authorization, Brand authorizes PoolHall to charge any payment method Brand has placed on file, and to deduct from wallet funds, for all Amounts Due. "Amounts Due" means amounts Brand owes PoolHall for services already rendered or costs already incurred, including platform fees, creator compensation disbursed or committed on Brand's behalf, subscription fees, taxes, chargeback and dispute losses, reversal and processor costs, liquidated damages under Section 13A, late fees, and collection costs under Section 13B. This authorization is not a recurring-payment, subscription, or negative-option authorization; it is consideration for PoolHall's disbursement of funds to creators on Brand's behalf, and it is not revocable as to Amounts Due already incurred. PoolHall will provide notice identifying the amount and the campaign or event giving rise to it. An unsuccessful charge does not discharge the obligation, and PoolHall may re-attempt collection against any other method on file, wallet funds, or by invoice. PoolHall exercises this right only to the extent permitted by applicable law and applicable payment network rules, and will not re-present a charge to a card in a manner those rules prohibit.

(d) Effect of failure. Failed or disputed payments may pause campaigns, suspend the account, and accelerate all Amounts Due.

13. Refunds, Chargebacks, and Setoff

Except where law requires otherwise, platform fees and committed campaign costs are nonrefundable. Any discretionary unused-wallet refund may be reduced by outstanding obligations, creator payments, processor costs, fraud losses, chargebacks, or credits. Contact billing support before initiating a chargeback. An improper chargeback is a material breach. PoolHall may set off amounts it owes Brand against amounts Brand owes PoolHall.

13A. Platform Exclusivity and Non-Circumvention

Brand must conduct all communications, negotiations, contracting, deliverable exchanges, approvals, and payments relating to creator services through PoolHall. Brand may not directly or indirectly solicit, recruit, hire, engage, contract with, pay, or otherwise work outside PoolHall with a creator first identified, introduced, or made available through the Services, or encourage any creator to move activity or payment off the Services. This restriction applies during Brand's use of the Services and for 24 months after the later of the creator's introduction or last PoolHall campaign. It does not apply to a relationship Brand documents existed before PoolHall's introduction. Public content publication, physical product shipment, and technical steps the Services cannot support are permitted, but material campaign communications and every creator payment must remain recorded and processed through PoolHall unless PoolHall gives prior written approval.

Circumvention is a material breach. Because PoolHall's lost fees, relationship harm, investigation costs, and future losses are difficult to calculate, Brand agrees to pay US$5,000 as reasonable liquidated damages, and not a penalty, for each creator circumvented, plus unpaid fees and reasonable enforcement and collection costs, without duplicate recovery for the same loss. After written notice describing the breach, Brand expressly authorizes PoolHall, to the extent permitted by law and payment network rules, to invoice the amount, deduct it from wallet funds, or charge any payment method Brand has lawfully placed on file or authorized for amounts due. An unsuccessful charge does not discharge Brand's obligation. PoolHall may also suspend the account and seek injunctive or other lawful relief.

13B. Costs of Collection

If Brand fails to pay any amount when due, Brand is responsible for all costs PoolHall reasonably incurs in collecting it, including collection agency fees, court costs, arbitration fees, and reasonable attorneys' fees, whether or not formal proceedings are commenced, to the fullest extent permitted by law. PoolHall may also recover chargeback and dispute fees, processor and reversal costs, and returned-payment fees attributable to Brand's payment. Unpaid amounts accrue interest from the due date at 1.5% per month or the maximum rate permitted by applicable law, whichever is less. This Section is in addition to, and does not limit, PoolHall's setoff rights under Section 13 or its remedies under Section 13A, and no amount may be recovered twice under overlapping provisions.

13C. Brand Referral Program

Where PoolHall enables the referral program for Brand's workspace, Brand may share a PoolHall-issued referral link. If another brand creates a new PoolHall workspace through that link and has not already been attributed to a referrer, PoolHall will credit Brand with 20% of the subscription fees that referred brand actually pays, for the twelve months following that brand's first paid subscription invoice. Commission is calculated on the gross amount of each paid subscription invoice and accrues only when an invoice is actually paid. Wallet funding, card funding fees, taxes, and any amount that is not a subscription fee are excluded. Attribution is recorded once at signup and is final; a brand has one referrer, and a link used after that brand's workspace already exists confers nothing. Brand may not refer itself or any workspace it owns, controls, or is under common control with, and may not obtain attribution through misrepresentation, unsolicited bulk messaging, paid search on PoolHall trademarks, or other conduct PoolHall reasonably determines to be abusive.

Commission is not earned, vested, or payable until PoolHall has received and retained the corresponding subscription payment. If a referred brand's payment is refunded, reversed, charged back, or otherwise not retained, the corresponding commission is reversed, and PoolHall may recover it from unpaid balances or set it off under Section 13. Accrued commission may be requested through the Services and is reviewed and fulfilled manually; PoolHall determines the available payout methods, may apply minimum thresholds, and may require tax or payment information before fulfilling a request. Commission does not accrue interest. Brand is solely responsible for taxes on amounts it receives. PoolHall's records of attribution, invoices paid, and commission accrued are determinative absent manifest error. The referral program is a discretionary benefit: PoolHall may modify, suspend, or discontinue it, or end a workspace's participation, at any time on notice, including for suspected abuse, in which case unearned or abuse-derived commission is forfeited. This Section creates no partnership, agency, employment, or joint venture, and Brand may make no representation about PoolHall or the Services beyond materials PoolHall provides.

14. Confidentiality and Data

Each party will protect nonpublic business information using reasonable care and use it only for the relationship. Exceptions apply to information independently developed, lawfully received, public without breach, or required to be disclosed. Brand will access and use creator personal information only for legitimate campaign purposes, protect it, and delete it when no longer needed. Our Privacy Policy describes PoolHall's processing.

15. Third-Party Services and Social Platforms

The Services interoperate with payment processors, hosting, analytics, AI providers, creator tools, and social platforms. Their terms govern their services. PoolHall is not responsible for outages, policy changes, account restrictions, lost reach, removed content, API errors, or other third-party conduct outside PoolHall's reasonable control.

16. Takedowns, Investigations, and Cooperation

Notify legal@poolhall.ai of alleged infringement, unlawful content, or campaign harm with sufficient detail. PoolHall may preserve records, suspend activity, remove access, contact creators or platforms, and cooperate with lawful process. Brand will promptly supply substantiation and assist with complaints, audits, recalls, investigations, and remediation relating to its campaign or product.

17. Suspension and Termination

PoolHall may suspend or terminate access for breach, suspected fraud or security risk, insufficient funds, legal or platform risk, harm to creators or third parties, or discontinued Services. Brand may stop using the Services, but remains liable for committed campaigns and accrued amounts. Provisions that by nature should survive do survive, including payment, licenses for completed uses, confidentiality, indemnity, disclaimers, liability limits, evidence, and dispute terms.

18. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, CREATORS, CONTENT, DATA, AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” POOLHALL DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RESULTS, AND UNINTERRUPTED OR ERROR-FREE OPERATION. NO TOOL, REVIEW, OR COMMUNICATION IS A GUARANTEE OF LEGAL COMPLIANCE OR CAMPAIGN PERFORMANCE.

19. Brand Indemnification

To the maximum extent permitted by law, Brand will defend, indemnify, and hold harmless PoolHall and its affiliates, personnel, contractors, and service providers from claims, demands, investigations, proceedings, fines, penalties, judgments, settlements, losses, liabilities, and reasonable attorneys' fees arising out of or related to: Brand's products, claims, campaigns, instructions, approvals, materials, data, or use of creator content; injury, product liability, recall, or consumer loss; alleged infringement, privacy violation, defamation, false advertising, unfair or deceptive practice, or undisclosed endorsement; Brand's relationship with a creator; Brand's breach of these Terms; or acts of Brand's users, agencies, or contractors. PoolHall will provide reasonable notice and may control the defense; Brand may not settle in a way that admits fault by or imposes obligations on PoolHall without written consent. This section does not require indemnification for liability that applicable law prohibits PoolHall from shifting.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, POOLHALL WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, REVENUE, GOODWILL, DATA, BUSINESS, OPPORTUNITY, OR SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY. POOLHALL'S AGGREGATE LIABILITY ARISING FROM THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF $100 OR THE PLATFORM FEES BRAND PAID POOLHALL (EXCLUDING CREATOR FUNDS, PASS-THROUGH SPEND, TAXES, REFUNDS, AND CREDITS) IN THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS APPLY ACROSS ALL THEORIES AND CLAIMS. THEY DO NOT LIMIT LIABILITY THAT CANNOT LAWFULLY BE LIMITED.

21. Release of Marketplace Participants

To the extent permitted by law, Brand releases PoolHall from claims arising solely from disputes between Brand and a creator or other third party, except to the extent caused by PoolHall's own conduct for which liability cannot be excluded. If California Civil Code section 1542 applies, Brand waives it and comparable protections only to the extent legally permitted and with respect to this release.

22. Notices and Changes

Legal notices to PoolHall must be sent to legal@poolhall.ai. We may send notices to the account email or through the Services. We may update these Terms prospectively. Material changes will be posted and, where appropriate, presented for renewed acceptance. Continued use alone will not replace renewed assent where applicable law requires an affirmative act.

23. Governing Law

Georgia law governs, without regard to conflicts rules, except that the Federal Arbitration Act governs arbitration. Before filing, a party must send a written dispute notice and allow 30 days for good-faith informal resolution. Either party may seek temporary relief for security, confidentiality, or intellectual property misuse or circumvention of the Services from a court of competent jurisdiction.

24. Individual Arbitration and Class-Action Waiver

Except for eligible small-claims matters and requests for temporary relief described above, every dispute arising from these Terms, the Services, or the parties' relationship will be resolved by binding individual arbitration administered by the American Arbitration Association under its applicable Commercial Arbitration Rules. The arbitrator decides issues of scope and enforceability, except a court decides the enforceability of the class-action waiver. Arbitration will occur in Fulton County, Georgia, or remotely by agreement, in English. EACH PARTY WAIVES A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION. Claims may be brought only individually. If part of this section is unenforceable, it will be severed to the minimum extent necessary; no class or representative arbitration may proceed without PoolHall's express written agreement.

25. General Terms

Brand may not assign these Terms without PoolHall's written consent. PoolHall may assign them to an affiliate or successor. Neither party is liable for delay caused by events beyond reasonable control, but payment obligations remain. Failure to enforce is not waiver. If a provision is unenforceable, it will be modified or severed while the remainder continues. Headings are for convenience. These Terms, the Privacy Policy, campaign terms, and signed agreements constitute the entire agreement on their subjects.

26. Contact

PoolHall LLC
Legal: legal@poolhall.ai
Privacy: privacy@poolhall.ai