Client Agreement

Effective Date: September 29, 2026

This Client Agreement ("Agreement") is entered into by and between Midwest AI Solution Inc., doing business as CreatoRain ("CreatoRain," "we," "us," or "our"), and the entity or individual identified during account registration or statement of work execution ("Client," "you," or "your"). By accessing the CreatoRain platform or engaging our managed services, you agree to be bound by this Agreement.

1. Definitions

For the purposes of this Agreement, the following terms have the meanings set forth below:

  • "Client" means the restaurant, restaurant group, hospitality brand, or authorized representative that engages CreatoRain for influencer marketing services or platform access.
  • "Services" means, collectively, the SaaS platform access, managed campaign services, influencer sourcing, content coordination, campaign reporting, and any other services described in an applicable Statement of Work or subscription plan.
  • "Platform" means the CreatoRain proprietary web-based software application, including its AI-powered influencer matching engine, campaign management dashboard, campaign reporting tools, and all related technology infrastructure.
  • "Campaign" means a discrete influencer marketing engagement executed on behalf of the Client, encompassing influencer selection, content creation, publication, and performance reporting as defined in an applicable Statement of Work.
  • "Deliverables" means all tangible and intangible work product produced in connection with a Campaign, including but not limited to social media posts, photos, videos, stories, reels, blog content, and campaign reports.
  • "Statement of Work" or "SOW" means a written document that describes the specific Services, Campaign parameters, timelines, fees, and deliverables for a particular engagement.
  • "Confidential Information" has the meaning set forth in Section 12 of this Agreement.
  • "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.

2. Scope of Services

2.1 SaaS Platform Access

Subject to the terms of this Agreement and payment of applicable fees, CreatoRain grants Client a non-exclusive, non-transferable, revocable license to access and use the Platform during the term of this Agreement. Platform features include AI-powered influencer discovery and matching for the restaurant and hospitality vertical, campaign creation and management tools, campaign reporting (creator replies, creator visits booked at each location, and videos submitted and approved), and influencer communication and approval workflows.

2.2 Managed Campaign Services

Where the Client chooses the done-with-you service model on a paid subscription plan, or where an applicable SOW so specifies, CreatoRain will provide managed campaign services run by a CreatoRain specialist, including end-to-end campaign strategy and execution for restaurant marketing initiatives, influencer outreach and negotiation of terms with creators by CreatoRain personnel within the offer range set for the campaign, content brief development aligned with the Client's brand guidelines, campaign scheduling, publication oversight, and quality assurance, and a post-campaign report of creator replies, creator visits booked at each location, and videos submitted and approved. On the done-with-you service model, the per-video price includes the creator's commission, and any meal served to a creator on a visit to a Client location is provided by the Client from its own restaurant.

2.3 Influencer Sourcing

CreatoRain will identify, vet, and recommend influencers from its network who are suitable for the Client's campaigns based on factors including location relative to the Client's restaurant locations, follower count, engagement with their content, and the relevance of their content to food and dining. Final influencer selection is subject to Client approval unless otherwise specified in the SOW.

3. Client Obligations

Client agrees to the following obligations throughout the term of this Agreement:

  • Provide accurate, complete, and current information about the Client's restaurants, menu offerings, target demographics, geographic service areas, and marketing objectives.
  • Deliver timely feedback on influencer recommendations, content drafts, and campaign materials within the review periods specified in the applicable SOW, or within five (5) business days if no period is specified.
  • Supply comprehensive brand guidelines, including approved logos, color palettes, messaging frameworks, photography standards, and any restricted or prohibited content themes.
  • Ensure that all information, images, trademarks, and other materials provided to CreatoRain are owned by or properly licensed to the Client and do not infringe upon any third-party rights.
  • Designate a primary point of contact with authority to approve campaign decisions, content, and expenditures on behalf of the Client.
  • Comply with all applicable laws and regulations, including food safety advertising standards, health department requirements, and alcohol advertising regulations where applicable.
  • Maintain active and operational social media accounts on platforms relevant to the agreed-upon campaigns.
  • Notify CreatoRain promptly of any changes to restaurant operations, menu items, locations, or business circumstances that may affect active or planned campaigns.

4. CreatoRain Obligations

CreatoRain agrees to the following obligations:

  • Perform all Services in a professional and workmanlike manner consistent with generally accepted industry standards for influencer marketing and digital advertising.
  • Source and recommend influencers who meet reasonable quality standards, including demonstrated engagement with food and dining content, and agreement to follow FTC disclosure requirements.
  • Provide campaign reporting through the Platform showing creator replies, creator visits booked at each location, and videos submitted and approved, plus any other measures expressly specified in the applicable SOW.
  • Maintain the Platform in good working order with commercially reasonable uptime, as described in the CreatoRain Service Level Agreement.
  • Require creators in CreatoRain campaigns, under the CreatoRain Creator Terms, to follow the FTC Endorsement Guides, including clear disclosure of sponsored content.
  • Respond to Client inquiries within the response times set out in the CreatoRain Service Level Agreement for the Client's plan, and, for done-with-you and SOW engagements, have a CreatoRain specialist run the Client's campaigns.
  • Protect Client Confidential Information in accordance with Section 12 of this Agreement.
  • Notify the Client promptly of any material issues affecting campaign performance, influencer availability, or platform functionality.

5. Fees and Payment

5.1 Fee Structure

Fees for Services are set forth in the applicable SOW or, for a subscription plan, on the CreatoRain pricing page at the time the Client subscribes, as changed from time to time under the Subscription Terms. Each paid subscription plan carries a platform fee billed monthly or annually. On the done-with-you service model, the Client also pays a per-video price for each finished video, billed for at least the plan's monthly video minimum, and that price includes the creator's commission. Managed campaign fees under an SOW are as specified in the SOW. On the self-serve service model, creator commission is separate from CreatoRain's fees: CreatoRain can pay creators on the Client's behalf, or the Client pays them itself. Additional services are billed at rates agreed upon in writing.

5.2 Invoicing and Payment Terms

Subscription fees are charged automatically to the Client's payment method at the start of each billing period, as set out in the CreatoRain Subscription Terms. Invoices under an SOW are issued on the billing schedule in the SOW and, unless the SOW says otherwise, are due net thirty (30) days from the date of invoice. Payment must be made in U.S. dollars by credit card or another payment method CreatoRain accepts.

5.3 Late Payments

Overdue amounts will accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. If payment is more than fifteen (15) days overdue, CreatoRain reserves the right to suspend the Client's account as Section 7 of the Subscription Terms describes, which pauses active campaigns and limits the Platform to read-only access, until the outstanding balance is resolved. Client is responsible for all reasonable costs of collection, including attorneys' fees, incurred by CreatoRain in connection with overdue payments.

5.4 Taxes

All fees are exclusive of taxes. Client is responsible for all applicable sales, use, value-added, and other taxes arising from this Agreement, excluding taxes based on CreatoRain's net income.

6. Campaign Execution

6.1 Campaign Timelines

Each SOW will specify the anticipated timeline for campaign milestones, including influencer selection, content creation, content approval, publication dates, and reporting delivery. CreatoRain will use commercially reasonable efforts to adhere to agreed-upon timelines; however, timelines may be adjusted due to influencer availability, Client review delays, platform or social media API changes, or force majeure events.

6.2 Content Approval Workflow

The Client sets content review for each campaign, and review is off unless the Client turns it on. Where review is on, content a creator submits is held for the Client, and the Client will approve it or send specific, actionable revision requests within the timeframe specified in the SOW or, if none is specified, within five (5) business days of submission; a revision request pauses that period until the revised content is resubmitted. Content under review is never deemed approved by the passage of time and stays pending until the Client approves it. Where review is off, content is approved when the creator submits it.

6.3 Revision Limits

Unless otherwise specified in the SOW, each piece of influencer content is entitled to up to two (2) rounds of revisions at no additional cost. Additional revision rounds are available at fees agreed in writing before the work starts. Revision requests must be specific, clearly articulated, and consistent with the original content brief. Requests that materially alter the scope or direction of the content brief may be treated as a new deliverable.

7. Intellectual Property

7.1 Client Intellectual Property

Client retains all right, title, and interest in and to its pre-existing intellectual property, including trademarks, logos, brand names, menu descriptions, photographs, and other proprietary materials provided to CreatoRain for use in campaigns. Client grants CreatoRain a limited, non-exclusive license to use such materials solely for the purpose of performing the Services during the term of this Agreement.

7.2 CreatoRain Platform IP

CreatoRain retains all right, title, and interest in and to the Platform, including its AI algorithms, matching engine, software code, user interface designs, data models, analytics frameworks, and all improvements, modifications, and derivative works thereof. Nothing in this Agreement transfers or assigns any ownership interest in the Platform to the Client.

7.3 Campaign Content Licensing

Each creator retains ownership of the content the creator produces in a Campaign, and the Client's rights in that content are the rights the creator grants for that collaboration under the CreatoRain Creator Terms and the collaboration agreement the creator signs. In every Campaign, the Client may share and repost a creator's published posts using the social media platform's own share or repost features, crediting the creator's handle, to promote the Client's business. Where a creator accepted content reuse by the Client when signing the collaboration agreement for that collaboration, the Client may also repost that creator's photos and videos from the collaboration on the Client's own accounts, crediting the creator's handle, and use them in the Client's own advertising, including paid promotion from the Client's own accounts, crediting the creator's handle where the ad format allows. Any other use of a creator's content, including editing it into new creative (such as cutting it together with other footage or changing what the creator says or shows; trimming, resizing or captioning it to fit an ad format is part of using it in advertising) or running an advertisement from the creator's own account (such as a TikTok Spark Ad or an Instagram partnership ad, which the platform also requires the creator to approve), is permitted only to the extent the creator agrees to it in the collaboration agreement or as an SOW sets out with that creator's agreement. Unless otherwise specified in the SOW, Client receives a perpetual, non-exclusive, royalty-free license to use, reproduce, distribute, and display campaign reports and other Deliverables prepared by CreatoRain (other than creator content, which is governed by the preceding sentences) for the Client's own marketing purposes. CreatoRain retains the right to use anonymized campaign data and aggregated performance metrics for platform improvement, benchmarking, and marketing purposes, provided such use does not identify the Client without consent.

8. Representations and Warranties

8.1 Mutual Representations

Each party represents and warrants that it has the legal authority to enter into this Agreement, that its performance of this Agreement will not violate any other agreement to which it is a party, and that it will comply with all applicable laws and regulations in connection with its performance under this Agreement.

8.2 CreatoRain Warranties

CreatoRain warrants that the Services will be performed in a professional and workmanlike manner, that the Platform will perform materially in accordance with its documentation, and that CreatoRain will not knowingly infringe upon any third-party intellectual property rights in performing the Services. CreatoRain does not warrant that the Platform will be uninterrupted or error-free.

8.3 Client Warranties

Client warrants that all materials provided to CreatoRain are owned by or properly licensed to Client, that Client's products and services comply with all applicable health, safety, and advertising regulations, and that Client has obtained all necessary permissions and releases for any individuals depicted in materials provided to CreatoRain.

8.4 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CREATORAIN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CREATORAIN DOES NOT GUARANTEE SPECIFIC MARKETING OUTCOMES, ENGAGEMENT RATES, FOLLOWER GROWTH, OR REVENUE INCREASES.

9. Indemnification

9.1 Client Indemnification

Client agrees to indemnify, defend, and hold harmless CreatoRain, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to Client's breach of this Agreement, Client's violation of any applicable law or regulation, any claim that Client-provided materials infringe upon third-party intellectual property or other rights, or any claims related to the Client's products, food safety, or restaurant operations.

9.2 CreatoRain Indemnification

CreatoRain agrees to indemnify, defend, and hold harmless Client from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of CreatoRain's material breach of this Agreement, CreatoRain's gross negligence or willful misconduct, or any claim that the Platform infringes upon a third party's intellectual property rights.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.

EXCEPT FOR OBLIGATIONS UNDER SECTION 9 (INDEMNIFICATION) AND BREACHES OF SECTION 12 (CONFIDENTIALITY), EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO CREATORAIN DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Term and Termination

11.1 Term

This Agreement commences on the date the Client first accesses the Platform or executes a SOW, whichever occurs first (the "Effective Date"), and continues until terminated under this Section 11. Subscriptions run for the billing periods and minimum term set out in the CreatoRain Subscription Terms, and each SOW runs for the term stated in it.

11.2 Renewal

Subscriptions renew automatically at the end of each billing period until cancelled, as set out in the CreatoRain Subscription Terms. An SOW renews only if it says so.

11.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach, or if the other party becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course of business.

11.4 Termination for Convenience

The Client may cancel a subscription at any time from Settings → Manage billing in the Platform. Cancellation takes effect at the end of the current billing period, except that a monthly subscription cancelled during its minimum term of four (4) monthly billing periods ends at the end of the fourth period. The minimum term does not apply if the Client cancels because of a price change or a material change to the Subscription Terms, as those Terms describe, or ends the affected services without penalty under the Service Level Agreement or the Data Processing Agreement. An annual subscription cancelled within its first six (6) months may be refunded, and then ends early, as Section 4.1 of the Refund & Cancellation Policy describes. The Client may terminate an SOW for convenience on the notice the SOW specifies or, if none is specified, on thirty (30) days' prior written notice. CreatoRain may terminate this Agreement for convenience on sixty (60) days' prior written notice to the Client. If CreatoRain terminates for convenience, it refunds any prepaid fees for the period after termination, and the minimum term does not apply. In every case, the Client remains responsible for all fees incurred through the effective date of termination, including fees for campaigns in progress that cannot reasonably be cancelled.

11.5 Effect of Termination

Upon termination or expiration of this Agreement, Client's access to the Platform will be deactivated and Client's data handled as described in Section 3.3 of the Refund & Cancellation Policy, CreatoRain will deliver all completed Deliverables for which Client has paid, Client must pay all outstanding fees within thirty (30) days, and each party must return or destroy the other party's Confidential Information. Sections 7, 8.4, 9, 10, 12, and 13 survive termination.

12. Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, including business plans, financial information, customer data, marketing strategies, proprietary technology, campaign performance data, and pricing terms. Each party agrees to hold the other party's Confidential Information in strict confidence, to use it solely for the purposes of performing its obligations under this Agreement, and to disclose it only to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party without restriction, is independently developed by the receiving party, or is rightfully received from a third party without restriction. Obligations under this Section survive for three (3) years after termination of this Agreement.

13. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the State of Georgia, United States of America, without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement that cannot be resolved through good-faith negotiation within thirty (30) days shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Atlanta, Georgia. Each party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in Fulton County, Georgia for any proceedings ancillary to arbitration or for injunctive relief.

14. General Provisions

  • Entire Agreement: This Agreement, together with all SOWs, the Subscription Terms, the Service Level Agreement, the Refund & Cancellation Policy, the Acceptable Use Policy, the Data Processing Agreement, and the CreatoRain Privacy Policy, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, proposals, or representations.
  • Amendments: This Agreement may only be modified by a written instrument signed by authorized representatives of both parties, except that CreatoRain may update the Subscription Terms, the Service Level Agreement, the Refund & Cancellation Policy, and prices as those documents describe, with at least thirty (30) days' notice of any material change.
  • Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of substantially all of its assets.
  • Severability: If any provision of this Agreement is held to be unenforceable, the remaining provisions will continue in full force and effect.
  • Waiver: The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
  • Notices: All notices under this Agreement must be in writing and sent to the addresses specified during account registration or SOW execution.
  • Force Majeure: Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, pandemic, government actions, or internet service disruptions.
  • Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.

15. Contact Information

For questions about this Client Agreement, please contact us at:

CreatoRain (Midwest AI Solution Inc.)
Email: legal@creatorain.com
Website: www.creatorain.com