Escrow Agreement

1. Overview

This Escrow Agreement ("Agreement") governs the escrow payment services provided by SecureFluence, a platform operated by Langugo LLC ("Escrow Agent"), between content creators ("Influencer") and their brand partners ("Advertiser").

By using the SecureFluence payment system, both Influencer and Advertiser agree to the terms outlined in this Agreement.

2. Escrow Process

2.1 Deposit

When an Advertiser completes a payment through a SecureFluence payment link, the funds are deposited into a secure escrow account managed by Stripe. The Escrow Agent holds these funds as a neutral third party until the release conditions are met.

2.2 Holding Period

Funds remain in escrow for the duration of the campaign retention period as specified by the Influencer when creating the campaign. During this period:

• The content monitoring system verifies that submitted URLs remain live and accessible
• Neither the Influencer nor the Advertiser can unilaterally access the escrowed funds
• The Escrow Agent monitors compliance with the agreed campaign terms

2.3 Release Conditions

Funds are released from escrow under the following conditions:

• Successful Completion: The campaign retention period ends and content is verified as live — funds are released to the Influencer minus the platform fee
• Advertiser Approval: The Advertiser manually approves the delivery before the retention period ends — funds are released to the Influencer
• Dispute Resolution (Influencer Wins): A dispute is resolved in favor of the Influencer — funds are released to the Influencer
• Dispute Resolution (Advertiser Wins): A dispute is resolved in favor of the Advertiser — funds are refunded to the Advertiser
• Partial Resolution: A dispute results in a partial refund — the agreed portion is refunded to the Advertiser and the remainder is released to the Influencer

3. Platform Fee

The Escrow Agent retains a 10% service fee from each successful payout to the Influencer. This fee covers platform operation, content monitoring, payment processing (Stripe fees), and dispute resolution services. The fee is deducted at the time of payout and is non-refundable once the payout is processed.

No fees are charged to Advertisers. No fees are charged if a campaign is fully refunded to the Advertiser.

4. Content Verification

The Escrow Agent employs an automated Smart Proof-of-Retention system that periodically checks submitted content URLs to verify availability. The system:

• Performs HTTP checks at regular intervals (every 30 minutes) during the retention period
• Analyzes HTTP status codes and page content to determine availability
• Records all check results in an immutable audit log
• Flags campaigns where content becomes unavailable for consecutive checks

While the monitoring system is designed to be accurate, the Escrow Agent does not guarantee 100% accuracy due to factors such as network conditions, geo-restrictions, platform rate limiting, or temporary outages. Monitoring data serves as evidence in dispute resolution but is not the sole determining factor.

5. Disputes

5.1 Initiation

Either party may initiate a dispute through the platform if they believe the campaign terms have not been met. The Advertiser may dispute during or after the retention period. The dispute must include a description and may include supporting evidence.

5.2 Defense Period

Upon dispute initiation, the Influencer is granted a 48-hour defense period to respond and submit counter-evidence. During this period, escrowed funds remain frozen.

5.3 Resolution

The Escrow Agent reviews all available evidence, including monitoring logs, submitted evidence from both parties, and campaign terms. The Escrow Agent will issue one of the following resolutions:

• Advertiser Won: Full refund to the Advertiser
• Influencer Won: Full payout to the Influencer (minus platform fee)
• Partial Refund: A portion refunded to the Advertiser, remainder paid to the Influencer

If the Influencer does not respond within the 48-hour defense period, the dispute may be automatically resolved in favor of the Advertiser.

5.4 Finality

Dispute resolutions issued by the Escrow Agent are final and binding on both parties within the scope of this platform. Either party retains the right to pursue additional remedies through applicable legal channels.

6. Escrow Agent Responsibilities

The Escrow Agent agrees to:

• Hold all escrowed funds in a secure account via Stripe Connect
• Act as a neutral party in all transactions and disputes
• Process payouts and refunds in a timely manner according to the terms of this Agreement
• Maintain accurate records of all transactions and monitoring data
• Protect the confidentiality of transaction details and personal information

7. Limitations

The Escrow Agent:

• Does not guarantee the quality of content produced by Influencers
• Does not verify the identity or legitimacy of Advertisers beyond payment verification
• Is not responsible for the performance or engagement metrics of published content
• Does not provide legal, tax, or financial advice to either party
• Is not liable for delays caused by Stripe, banking institutions, or third-party services

8. Governing Law

This Escrow Agreement is governed by the laws of the State of Delaware, United States. Any disputes arising from this Agreement that cannot be resolved through the platform's dispute resolution process shall be subject to the jurisdiction of the courts of Delaware.

9. Amendments

The Escrow Agent reserves the right to modify this Agreement at any time. Changes will be effective upon posting to the platform. Existing campaigns in progress will continue under the terms in effect at the time of campaign creation.

10. Contact

For questions about this Escrow Agreement, please contact: legal@securefluence.com.