Last Updated: April 5, 2026
These Terms of Service ("Terms") govern your access to and use of the Darwin Studio platform and services (collectively, the "Services") provided by Darwin Technologies, Inc. ("Darwin Studio," "we," "us," or "our"). Darwin Studio is operated by Darwin Technologies, Inc. By accessing or using our Services, including submitting an Ad Slot Review, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Services.
By creating an account, accessing, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
Submissions and promotional use. Whenever you send us information through the Platform—such as completing a form, uploading video or profile information, responding to an Ad Slot Review, contacting support, or using any control that confirms or submits your choices—you are doing so under these Terms. You understand that Darwin may reference your channel, name, or likeness as shown on the Platform, and may include factual, non-misleading descriptions of work product or outcomes that naturally arise from the Services, in ordinary business communications about Darwin and the Platform (for example on our website, in decks or one-pagers, email updates, investor materials, or similar). This is meant to help us explain what we do—not to surprise you. If you would prefer not to be named in future public-facing marketing, contact legal@darwin.so and we will honor reasonable opt-out requests going forward (materials already in circulation may continue to exist). More specific licenses for your content and Placements appear in Section 9.
To use our Services, you must:
The following terms have specific meanings when used in these Terms:
When you create an account, you agree to:
Darwin Studio is an AI-powered platform that helps Creators monetize their video content through embedded advertising. Darwin's proprietary AI technology scans Creator content to identify natural ad slot opportunities within video footage, generates placement previews that show how advertisements will appear when composited into the content, and matches Ad Slots with Brand campaigns based on audience alignment, content category, and campaign objectives. Creators set floor prices for their Ad Slots, review and approve every Placement before it goes live, and receive earnings for completed campaigns. Darwin Studio serves as the intermediary platform facilitating the relationship between Creators and Brands but does not itself produce or own the Creator's underlying video content.
Darwin identifies potential Ad Slots in Creator's content using proprietary AI analysis, including scene detection, object recognition, and contextual relevance scoring. Identified Ad Slots are presented to the Creator for review through the Platform's Ad Slot Review interface, along with proposed pricing, placement previews, and relevant campaign information.
Creator (or their authorized manager for Roster accounts) reviews each proposed Ad Slot and may take one of the following actions:
Creator may provide feedback on any aspect of the Ad Slot Review, including placement quality, pricing suggestions, or content concerns, through the Platform's section feedback mechanism. Darwin will use reasonable efforts to incorporate Creator feedback into future Ad Slot identification and placement processes.
Upon clicking "Submit," Creator confirms consent for all approved Ad Slots to be matched with Brand campaigns and used for Placements. This Submission constitutes a binding agreement by the Creator to make the approved Ad Slots available for campaign fulfillment, subject to the Creator's right to review and approve the final Placement as described in Section 7.2. Submission also confirms your agreement to these Terms in full, including Section 1 (promotional communications) and Section 9 (content licenses).
Creator agrees to upload video content on time as required for campaign execution. Failure to provide content within the agreed-upon timeframe may result in campaign cancellation, reduced earnings, or removal of the associated Ad Slots from active campaigns.
Creator agrees to review and approve the final Placement before it goes live. Darwin will present the completed Placement, including the composited advertisement within the Creator's content, for Creator approval before publication. Creator must respond to final Placement approval requests within a reasonable timeframe as specified in the campaign terms.
Creator agrees not to remove, obscure, or materially alter content containing active Placements during the campaign period. Any modifications to content with active Placements must be coordinated with Darwin to ensure continued campaign integrity.
Creator agrees to maintain content availability on the applicable platform (including but not limited to YouTube, TikTok, and Instagram) for the duration of the campaign. If content is removed or made unavailable during an active campaign, the provisions of Section 10 (Content Availability and Removal) shall apply.
Creator agrees to comply with all applicable advertising disclosure requirements, including Federal Trade Commission (FTC) guidelines for sponsored content, platform-specific disclosure rules, and any other regulatory requirements in Creator's jurisdiction. Darwin may provide guidance on disclosure requirements but is not responsible for ensuring Creator's compliance.
Creator represents and warrants that they have full rights to the content they submit to the Platform, including all necessary licenses, permissions, and clearances, and that such content does not infringe on any third-party intellectual property rights, privacy rights, publicity rights, or any other rights of any person or entity.
Creator receives one hundred percent (100%) of the rate displayed during Ad Slot Review for each approved and completed Placement. Darwin's service fee is applied as a separate markup to the Advertiser and does not reduce Creator compensation. The rate shown to Creator during the Ad Slot Review process is the full amount Creator will receive upon successful campaign completion.
Earnings are paid on a monthly basis. Payouts for campaigns that ended in the prior calendar month are processed by the fifteenth (15th) of the following month. For example, earnings from campaigns completed in January will be paid out by February 15th. Processing times may vary depending on the payment method selected by the Creator.
There is no minimum payout threshold. All earned amounts, regardless of size, are paid according to the payout schedule described in Section 8.2.
Creator must provide and maintain valid payment information, including but not limited to a bank account, Stripe account, or other supported payment method as available on the Platform. Darwin is not responsible for failed payments due to inaccurate, incomplete, or outdated payment information provided by Creator.
Earnings that remain unclaimed for twelve (12) months due to invalid or missing payment information may be forfeited. Darwin will make reasonable attempts to contact Creator before forfeiture, including email notifications at thirty (30), sixty (60), and ninety (90) days before the forfeiture date. Creator may reclaim forfeited amounts by contacting Darwin within thirty (30) days of forfeiture and providing valid payment information.
Creator is solely responsible for all income taxes, self-employment taxes, and other tax obligations arising from earnings received through the Platform. Darwin may issue tax reporting forms (e.g., IRS Form 1099) as required by applicable law. Creator agrees to provide any tax identification information reasonably requested by Darwin for tax reporting purposes.
Creator retains all ownership rights to their original video content. Nothing in these Terms transfers ownership of Creator's content to Darwin or any Advertiser. All intellectual property rights in Creator's original video content remain solely with Creator.
Creator grants Darwin a non-exclusive, worldwide, royalty-free license to:
Creator grants the Advertiser a limited, non-exclusive license to use completed Placements containing Creator's content for the Advertiser's marketing and advertising purposes, including the display, reproduction, and distribution of Placements in connection with the applicable Brand campaign. This license is limited to the scope and duration of the specific campaign for which the Placement was created.
Darwin owns all rights, title, and interest in and to its AI technology, compositing algorithms, ad slot identification processes, machine learning models, Platform software, user interface designs, and all other proprietary technology and intellectual property. Nothing in these Terms grants Creator any rights to Darwin's technology or intellectual property except the limited right to use the Platform as described herein.
Without limiting the general understanding in Section 1, Darwin may use completed Placements, your name and likeness as they appear in connection with the Services, and aggregated or anonymized performance data, for case studies, platform demonstrations, investor presentations, and broader marketing materials. Darwin will use commercially reasonable efforts to give Creator a heads-up before featuring their content or identity in new public-facing spotlights where practicable. Creator may also opt out of future named features as described in Section 1.
Creator may remove or make private their content at any time, subject to the obligations set forth in this Section 10. Darwin acknowledges Creator's ultimate control over their own content on third-party platforms.
If content containing an active Placement is removed or made unavailable before the campaign end date, Creator's payout for that Placement may be reduced on a prorated basis reflecting the remaining campaign period. The prorated amount shall be calculated based on the proportion of the campaign period during which the content was available versus the total campaign duration.
Creator agrees to provide at least seven (7) days' written notice before removing content with active Placements, where reasonably possible. Notice should be provided through the Platform or by contacting Darwin directly. This notice period allows Darwin to notify the affected Brand and make alternative arrangements.
Darwin reserves the right to remove or disable Placements at any time if content is found to violate these Terms, applicable law, Brand guidelines, or platform policies. Darwin may also remove Placements at the request of the applicable Brand or content platform.
Talent managers and agencies may manage multiple Creator accounts through the Platform's Roster functionality. Roster accounts enable a single manager to oversee Ad Slot Reviews, campaign management, and earnings across multiple Creators within their roster.
The manager represents and warrants that they have obtained valid, written authorization from each Creator in the Roster to accept Ad Slots, submit Ad Slot Reviews, negotiate pricing, and receive earnings on the Creator's behalf. Darwin may request evidence of such authorization at any time. The manager agrees to indemnify Darwin for any claims arising from actions taken without proper Creator authorization.
Darwin is not responsible for disputes between managers and their represented Creators regarding authorization, earnings distribution, commission arrangements, or account access. Such disputes are solely between the manager and the applicable Creator. Darwin reserves the right to suspend Roster functionality pending resolution of authorization disputes.
You agree not to engage in any of the following prohibited activities:
Creator agrees to treat the following information as confidential and shall not disclose it to any third party without Darwin's prior written consent: campaign terms and conditions, Brand identity and campaign details before public announcement, pricing and rate information (including CPM rates, Floor and Cap values, and negotiated terms), performance data and analytics provided through the Platform, and any other information designated as confidential by Darwin. This confidentiality obligation shall survive termination of these Terms for a period of two (2) years. Notwithstanding the foregoing, Creator may disclose their own earnings amounts and general participation in the Platform as required by law or for tax reporting purposes.
Your privacy is important to us. Our collection, use, and sharing of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the collection and use of your information as described in the Privacy Policy. Data collected from Creator content analysis, including video metadata, scene information, and contextual data used for ad slot identification, is governed by our Privacy Policy. Darwin processes Creator content data solely for the purposes described in these Terms and the Privacy Policy.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DARWIN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. DARWIN MAKES NO GUARANTEES REGARDING THE AMOUNT OF EARNINGS CREATOR WILL RECEIVE, THE NUMBER OR QUALITY OF BRAND MATCHES FOR CREATOR'S AD SLOTS, OR THE FREQUENCY OF AD SLOT IDENTIFICATION IN CREATOR'S CONTENT. ANY PROJECTED EARNINGS, ESTIMATED REVENUES, OR PERFORMANCE FORECASTS DISPLAYED ON THE PLATFORM ARE ESTIMATES ONLY AND DO NOT CONSTITUTE A GUARANTEE OR PROMISE OF ACTUAL RESULTS. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE EARNINGS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DARWIN TECHNOLOGIES, INC., ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR ANY OTHER INTANGIBLE LOSSES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, AND WHETHER ARISING FROM CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, RESULTING FROM: (A) YOUR USE OF OR INABILITY TO USE THE SERVICES; (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT OR DATA; (C) ANY THIRD-PARTY CONDUCT ON THE SERVICES; OR (D) ANY OTHER MATTER RELATING TO THE SERVICES. DARWIN'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNTS PAID TO CREATOR THROUGH THE PLATFORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Creator agrees to indemnify, defend, and hold harmless Darwin Technologies, Inc., its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:
Before initiating any formal dispute resolution proceeding, you agree to contact us at legal@darwin.so to attempt to resolve the dispute informally. Both parties agree to engage in good-faith negotiations for a period of at least thirty (30) days before pursuing arbitration or any other formal remedy.
If the dispute cannot be resolved informally within the thirty-day negotiation period, any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be resolved through final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted in San Francisco, California, in the English language, before a single arbitrator. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU EXPRESSLY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING.
Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes within the jurisdictional limits of such court, provided the action remains in small claims court and is not removed or appealed to a court of general jurisdiction.
Darwin reserves the right to modify these Terms at any time. We will provide at least thirty (30) days' notice of material changes by posting the updated Terms on the Platform, sending an email to the address associated with your account, and updating the "Last Updated" date at the top of these Terms. Your continued use of the Services after the effective date of any modifications constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue your use of the Services before the effective date of the changes.
Either party may terminate these Terms and the associated account with thirty (30) days' written notice to the other party. Creator may initiate termination through the Platform's account settings or by contacting Darwin at legal@darwin.so.
Darwin may immediately suspend or terminate Creator's access to the Services without prior notice in the event of a material breach of these Terms, suspected fraud, illegal activity, or conduct that Darwin reasonably believes poses a risk to the Platform, other users, or Brand partners.
All outstanding payout obligations owed to Creator for completed campaigns shall survive termination. Darwin will process final payouts for all earned and unpaid amounts within forty-five (45) days of the effective termination date, provided Creator has valid payment information on file.
The following sections shall survive termination of these Terms: Section 9 (Content and Intellectual Property), Section 13 (Confidentiality), Section 15 (Disclaimer of Warranties), Section 16 (Limitation of Liability), Section 17 (Indemnification), Section 18 (Dispute Resolution), and Section 21 (General Provisions).
These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions. For any actions not subject to arbitration, you agree to submit to the exclusive personal jurisdiction of the state and federal courts located in San Francisco County, California.
If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions of these Terms shall remain in full force and effect.
These Terms, together with our Privacy Policy and any additional terms incorporated by reference, constitute the entire agreement between you and Darwin Technologies, Inc. regarding the Services and supersede all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral.
No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
You may not assign or transfer these Terms or your rights or obligations hereunder without Darwin's prior written consent. Darwin may freely assign these Terms and its rights and obligations hereunder without restriction, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.
Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes, shortages of transportation, facilities, fuel, energy, labor, or materials, failures of third-party platforms (including YouTube, TikTok, and Instagram), or internet or telecommunications infrastructure failures.
All notices required or permitted under these Terms shall be in writing and shall be deemed delivered when sent by email to the address associated with your account (for notices to Creator) or to legal@darwin.so (for notices to Darwin). Either party may update its notice address by providing written notice to the other party in accordance with this section.
If you have questions about these Terms or need to contact us for any reason, please reach out to:
Darwin Technologies, Inc.
Email: legal@darwin.so
Support: hello@darwin.so
Website: darwin.so