Terms & Conditions: Brand Partner Terms

Effective: September 1, 2026

These Brand Partner Terms govern Brand accounts and brand deals on the JNT Platform operated by Jewels Not Tools LLC ("JNT"), in addition to the Terms of Service. They apply to any company or organization ("Brand," "you") that creates a Brand account or funds an arrangement through the Platform.

Brand accounts

To partner with JNT, you must register a Brand account and satisfy the following requirements:

(a) Authorization. You must be a duly authorized representative of the Brand with authority to bind the Brand to these Terms and any brand deals entered into through the Platform.

(b) Accurate information. You must provide accurate and complete business information, billing information, and tax information (e.g., W-9 for U.S. entities, W-8BEN-E for non-U.S. entities). You must promptly update this information if it changes.

(c) Compliance. You must comply with all applicable laws, regulations, and industry standards, including advertising, consumer protection, and data protection laws.

(d) Account security. You are responsible for all activity under your account and for maintaining the confidentiality of your account credentials. You must notify JNT immediately of any unauthorized access.

JNT’s discretion. JNT may approve, decline, suspend, or remove Brand accounts at its discretion, consistent with applicable law. JNT is not required to provide a reason for declining an application.

Types of brand deals

Brand deals are arranged and managed within the Platform. JNT offers the following types of brand deals:

(a) Design Commission.

You commission an original custom design that an Artist creates and produces. You provide a creative brief specifying your requirements; the Artist executes the design. The Artist retains ownership of the design, subject to the license terms in Section “Intellectual property in commissioned designs”. You are responsible for providing clear, complete briefs and for timely review and approval of work.’

(b) Creator Feature (Sponsorship).

You pay a Client ("Creator") to wear and feature a set — for example, in social media content, videos, or other promotional materials. This is a paid endorsement subject to the disclosure requirements in Section “Advertising disclosure and conduct”. You are responsible for providing clear guidelines for the feature and for complying with all applicable advertising laws.

(c) Combined deals.

A single deal may combine both — commissioning a design and paying a Creator to feature it. The terms applicable to each component apply.

Deal terms.

Each brand deal will be documented within the Platform, specifying: the type of deal; the parties involved (Brand, Artist, and/or Creator); the scope of work or feature; the timeline and deliverables; the compensation and payment terms; and any specific IP, exclusivity, or usage terms. By confirming a deal through the Platform, you agree to the specified terms.

Cancellation. Once a deal is confirmed through the Platform: (a) for Design Commissions, you may cancel before the Artist begins work for a full refund (minus any non-refundable processing fees); once work begins, cancellation fees apply as specified in the deal terms or, if not specified, you forfeit amounts corresponding to work completed; (b) for Creator Features, you may cancel before the Creator posts the feature for a partial refund as specified in the deal terms; once the feature is posted, no refund is available. JNT will determine the appropriate refund in its reasonable discretion based on the stage of completion.

Payments and flow of funds

Funding.

Brand deals are funded by you through the Platform. You must fund deals in full before work begins or as otherwise specified in the deal terms. JNT collects your payment and holds it in escrow until release conditions are met.

Platform fee.

JNT retains a platform fee of 20% (the “Platform Fee”) from each transaction. The Platform Fee covers payment processing, platform access, deal facilitation, and other JNT services. JNT may change the Platform Fee prospectively upon thirty (30) days’ notice; deals confirmed before the effective date of a fee change will be processed at the prior fee rate.

Disbursement.

JNT disburses the balance (deal amount minus Platform Fee) to the relevant parties — the Artist (for design and production) and/or the Creator (for the feature) — according to the milestones and conditions specified in the deal. Disbursement typically occurs within 20 business days after the applicable milestone is confirmed (e.g., design approval, feature posting).

Taxes.

You are responsible for all taxes applicable to your brand deals, including any withholding obligations. Each recipient (Artist, Creator) is responsible for their own income taxes on amounts received. JNT will issue tax forms where required by law (e.g., IRS Form 1099 for U.S. recipients meeting applicable thresholds). All parties must provide valid tax identification numbers and completed tax forms upon request. If you fail to provide required tax information, JNT may withhold payments and/or withhold taxes at the maximum applicable rate.

Refunds.

Amounts are non-refundable once: (a) for Design Commissions, the Artist has begun work (subject to the cancellation terms above); or (b) for Creator Features, the Creator has posted the feature. Refunds for incomplete or defective work are subject to JNT’s dispute resolution process. JNT may issue refunds in its reasonable discretion for deals that cannot be completed due to circumstances beyond the parties’ control.

Chargebacks.

If you initiate a chargeback or payment dispute after a deal has been funded, JNT may: (a) suspend your account pending resolution; (b) withhold future disbursements; (c) pursue collection of the disputed amount plus any fees assessed by the payment processor; and (d) terminate your Brand account. Improper chargebacks may result in permanent removal from the Platform.

Intellectual property in commissioned designs

Default license.

Unless a deal expressly states otherwise in writing, the default intellectual property arrangement for Design Commissions is: the Artist retains ownership of the original design, not including creative content provided by the Brand, and grants the Brand a non-exclusive, worldwide license to use the resulting design and imagery for the agreed campaign purpose, scope, territory, and duration specified in the deal.

Exclusivity and assignment.

A Brand seeking exclusivity (preventing the Artist from licensing the design to others) or full assignment (transfer of ownership, work-made-for-hire) must: (a) request those terms in the deal setup; (b) pay any additional fees or premiums associated with expanded rights; and (c) receive the Artist’s written agreement to such terms through the Platform. Exclusivity or assignment is effective only upon the Artist’s express written consent and only after the Artist is paid in full. Artists are not obligated to agree to exclusivity or assignment.

JNT’s license.

In addition to the Brand’s license, the Artist grants JNT a non-exclusive, worldwide, royalty-free, sublicensable license to display, reproduce, and promote commissioned designs and final-product photos to operate, improve, and market the Platform (including in portfolios, case studies, and promotional materials), unless the deal terms expressly restrict such use. This license survives termination of the Brand’s license.

Brand-supplied materials.

You represent and warrant that any brief, reference image, logo, trademark, or other asset you supply: (a) is owned by you or you have all necessary rights to use and sublicense it; (b) does not infringe, misappropriate, or violate any third party’s intellectual property, privacy, publicity, or other rights; and (c) complies with all applicable laws. You grant JNT and the Artist a license to use Brand-supplied materials solely to perform the commissioned work.

JNT property.

The JNT brand, name, logos, tagline (“Press on. Stand out.”), Platform technology, JNT Originals, and JNT’s design systems and cultural archive remain JNT’s exclusive property and are never included in any brand deal license or assignment. You may not use JNT’s trademarks or branding without JNT’s prior written consent.

Advertising disclosure and conduct

Disclosure requirement. Deals involving paid, gifted, or incentivized features are paid endorsements under applicable advertising laws. You and the Creator must ensure the relationship is clearly and conspicuously disclosed in any content, in accordance with the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255), equivalent rules in other jurisdictions, and platform-specific disclosure requirements (e.g., Instagram’s “Paid Partnership” label). You may not require false, misleading, or unsubstantiated claims, infringing content, or content that violates the Acceptable Use & Community Guidelines.

No exclusivity; platform role

No exclusivity.

Unless expressly agreed in writing as part of a specific deal, no exclusivity is granted. Artists and Creators remain free to work with other brands, and JNT remains free to facilitate deals with competing brands.

Platform role.

JNT facilitates introductions, contracting, payment processing, and dispute resolution, but JNT is not a party to the underlying creative or endorsement relationship between you and the Artist or Creator. JNT does not guarantee: (a) the quality, timeliness, or suitability of any Artist’s work; (b) any particular reach, engagement, impressions, or results from Creator features; (c) that any Artist or Creator will accept your deal proposal; or (d) the accuracy of any information provided by Artists or Creators.

Direct relationships prohibited.

During your participation on the Platform and for one (1) year thereafter, you agree not to: (a) solicit, encourage, or induce any Artist or Creator you connected with through the Platform to enter into deals outside the Platform; (b) provide Artists or Creators with means to transact outside the Platform for deals that originated on the Platform; or (c) accept work or services from Artists or Creators outside the Platform for deals that originated on the Platform. This restriction does not prevent you from working with Artists or Creators who contact you independently without any solicitation on your part and without using information obtained through the Platform.

Liability, indemnification, and termination

Brand responsibility.

You are solely responsible for: (a) your creative briefs, guidelines, and instructions; (b) any materials, assets, trademarks, or content you supply; (c) your use of commissioned designs and Creator content within the scope of your license; (d) compliance with advertising, consumer protection, and other applicable laws; and (e) your conduct on the Platform.

Indemnification.

You agree to indemnify, defend, and hold harmless JNT and its parents, subsidiaries, affiliates, officers, directors, employees, agents, and service providers from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your brand deals, briefs, guidelines, or instructions; (b) materials, assets, trademarks, or content you supply; (c) your use of commissioned designs or Creator content beyond the scope of your license; (d) your violation of any applicable law or regulation, including advertising and consumer protection laws; (e) your infringement or misappropriation of any third party’s intellectual property, privacy, publicity, or other rights; (f) claims by Artists or Creators arising from your brand deals; (g) regulatory inquiries or enforcement actions related to your advertising practices; or (h) your breach of these Terms.

Indemnification procedures.

JNT will: (a) promptly notify you of any claim subject to indemnification (provided that failure to provide prompt notice will not relieve you of your indemnification obligations except to the extent you are materially prejudiced by such failure); (b) provide you with reasonable cooperation in the defense of such claim at your expense; and (c) grant you control of the defense and settlement of such claim, provided that you may not settle any claim that admits fault or liability on JNT’s part, imposes obligations on JNT, or does not fully release JNT, without JNT’s prior written consent. JNT reserves the right, at its own expense, to participate in the defense of any claim.

Limitation of JNT’s liability.

JNT’s liability to you is limited as set forth in the Terms of Service. In no event will JNT’s total liability to you under these Brand Partner Terms exceed the Platform Fees retained by JNT from your brand deals in the twelve (12) months preceding the claim.

Disclaimer.

JNT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, WITH RESPECT TO THE PLATFORM, ARTIST WORK, AND CREATOR CONTENT. JNT DOES NOT WARRANT THAT ANY BRAND DEAL WILL ACHIEVE ANY PARTICULAR RESULT, REACH, ENGAGEMENT, OR RETURN ON INVESTMENT.

Term and termination

Term.

These Brand Partner Terms become effective when you create a Brand account and continue until terminated by either party.

Termination by Brand. You may terminate your Brand account at any time by providing written notice to JNT at Concierge@jntnails.com. Termination does not affect your obligations under active deals, which must be completed or properly resolved. No refunds will be issued for deals in progress at the time of termination, except as provided in the cancellation terms.

Termination by JNT.

JNT may terminate your Brand account: (a) immediately, for cause (including material breach, fraud, repeated policy violations, illegal activity, or conduct that poses risk to JNT or its users); or (b) for convenience, upon thirty (30) days’ written notice. Upon termination by JNT, active deals will be handled as follows: deals where work has not begun will be cancelled and refunded (minus non-refundable fees); deals in progress will be completed if practicable, or cancelled with appropriate refunds determined by JNT in its reasonable discretion.

Effect of termination.

Upon termination: (a) your right to access and use the Platform as a Brand ceases; (b) you must complete payment obligations for deals that have been performed; (c) your licenses to commissioned designs continue according to their terms (termination of your Brand account does not terminate validly granted IP licenses); (d) you must cease using JNT’s trademarks and branding; (e) you must return or destroy any confidential information of JNT; and (f) JNT may retain records of your deals for legal, tax, and operational purposes.

Survival.

The following provisions survive termination: Intellectual Property — licenses granted survive according to their terms, Advertising Disclosure, Liability and Indemnification, this Section, and any other provisions that by their nature should survive.

Representations and warranties

You represent and warrant that: (a) you are a duly organized and validly existing legal entity; (b) you have the legal capacity and authority to enter into these Terms and to bind the Brand; (c) you will comply with all applicable laws, regulations, and industry standards in connection with your brand deals, including advertising, consumer protection, intellectual property, and data protection laws; (d) all information you provide to JNT is accurate, complete, and not misleading; (e) your products and services are safe and comply with all applicable product safety regulations; (f) you have all necessary rights to any materials, assets, trademarks, or content you supply; (g) your brand deals will not require Artists or Creators to violate any law or third-party right; and (h) you are not prohibited from doing business with JNT under any applicable sanctions, export control, or anti-money-laundering laws.

Confidentiality

In the course of your participation on the Platform, you may receive confidential information of JNT, Artists, or Creators, including but not limited to Artist portfolios and pricing not publicly available, Creator contact information, Platform analytics, deal structures, and non-public business information (“Confidential Information”). You agree to: (a) keep Confidential Information strictly confidential; (b) use Confidential Information only as necessary to conduct brand deals through the Platform; (c) not disclose Confidential Information to any third party without JNT’s prior written consent (except to your employees and agents who need to know and are bound by confidentiality obligations); and (d) promptly notify JNT of any unauthorized disclosure. This obligation does not apply to information that is publicly available through no fault of yours or that you independently developed without use of Confidential Information. You acknowledge that Artists and Creators may share certain deal information publicly (e.g., in their portfolios) unless the deal terms expressly restrict such disclosure.

Dispute resolution

Disputes with JNT. Any dispute arising out of or relating to these Brand Partner Terms will be resolved in accordance with the dispute resolution provisions in the Terms of Service, including the binding arbitration and class action waiver provisions, which are incorporated herein by reference.

Disputes with Artists or Creators. For disputes between you and an Artist or Creator regarding a brand deal (e.g., quality of work, scope of deliverables, timeline), JNT offers a dispute resolution process. Either party may initiate a dispute through the Platform. JNT will review the dispute and may: (a) facilitate communication between the parties; (b) request additional information or documentation; (c) make a determination regarding refunds, credits, or other remedies; or (d) decline to intervene. JNT’s determination is final and binding on all parties for purposes of Platform remedies (including refunds and account standing), without prejudice to either party’s right to pursue legal claims outside the Platform.

Governing law

These Brand Partner Terms are governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles, except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions.

General provisions

Entire agreement.

These Brand Partner Terms, together with the Terms of Service, Privacy Policy, Acceptable Use & Community Guidelines, and any deal-specific terms agreed through the Platform, constitute the entire agreement between you and JNT regarding your participation as a Brand and supersede all prior agreements and understandings.

Amendment.

JNT may amend these Brand Partner Terms at any time by posting the revised terms on the Platform. Material changes will be communicated by email or in-app notice at least thirty (30) days before they take effect. Your continued participation as a Brand after the effective date constitutes acceptance of the revised terms. Amendments do not affect the terms of deals confirmed before the amendment effective date.

Assignment.

You may not assign or transfer these Brand Partner Terms or any rights or obligations hereunder without JNT’s prior written consent. JNT may freely assign these Terms. Subject to the foregoing, these Terms bind and inure to the benefit of the parties and their respective successors and permitted assigns.

Severability.

If any provision of these Brand Partner Terms is held unenforceable, the remaining provisions will remain in full force and effect.

Waiver.

JNT’s failure to enforce any provision of these Brand Partner Terms will not constitute a waiver of that or any other provision.

Contact.

For questions about these Brand Partner Terms or brand deals, contact Concierge@jntnails.com.