Terms of Service

These Terms of Service (the “Terms”) govern your use of the Devign Agency Suite mobile app and this website, provided by Devign LLC (“we”, “us”). Devign LLC is registered in Casper, Wyoming, USA. By creating an account or using the app or the website, you agree to these Terms. Effective date: 9 September 2026. Document version: 2026-09-09.

2. Who this agreement is between

2.1 This agreement is between you and Devign LLC.

2.2 These Terms use two different words for two different readers, because the two are not in the same position:

• Agency means the business that registers a workspace, connects its TikTok Backstage account, and manages a roster in the app. The agency is our customer.
• User means any individual with an account — an agency owner, a member of agency staff, or a creator on a roster.

2.3 Where a clause says agency, it binds the agency. Where a clause says user or you, it binds the individual. Where an individual acts for an agency, both apply.

2.4 This document is an offer, and you accept it. We offer the service on these Terms. You accept them in two ways, and either one is enough:

• by ticking the acceptance box the app shows you, which reads exactly: “I am 18 or older, and I accept the Terms and the Privacy Policy”; and
• by creating an account or using the app or this website.

When you accept, a binding agreement is formed between you and Devign LLC on these Terms. Nothing further needs to be signed, and no signature will be asked for.

2.5 Accepting on behalf of an agency. An agency accepts these Terms through the person who ticks the box for it — in practice, the agency’s owner. If you tick it for an agency, you are doing so on the agency’s behalf, and you promise us that you are authorised to bind that agency to this agreement. From that moment the agency is bound by every clause of these Terms that binds an agency, including sections 8, 9, 13, 16 and 17, whether or not anyone else at the agency has read them.

2.6 What we record when you accept. We record, against your account: that you accepted, the version number of these Terms and of the Privacy Policy that was current at that moment, and the date and time. You accept the version that is published on this website at that moment, and nothing else — the app will not record an acceptance of any other version number. That record is the evidence of the agreement between us. We keep it as described in the Privacy Policy.

The record stores a version number, not the text. So that the number means something, every version we publish stays readable at its own permanent address once it is superseded, and the list at the foot of this page links to each one. If you want a copy of the version you agreed to, you can read it there or ask us for it.

2.7 A signed agreement is available if you want one. The default relationship is the one in this document — in-app terms only, no signature — and for every customer today that is the whole of the contract. Section 14A puts a mutual duty of confidence in this document itself, so you do not need to ask for a separate agreement to get one. We also maintain a written customer agreement and a mutual non-disclosure agreement, and we will provide either on request to info@devignlb.com. Where a signed agreement is in place between us and an agency, that agreement governs and these Terms fill any gap it leaves.

3. How accounts are created

3.1 Agencies register themselves, and the workspace is live at once. An agency owner registers the agency in the app. Sign-up is free, and no person at Devign reviews an agency before it goes live: there is no application and no queue. Where this deployment is set to confirm the owner’s address first, we email a code and the workspace is created when the code comes back; where it is not, the workspace is created as the registration is written. Either way nobody at Devign stands between signing up and working, and either way the app asks you to confirm your email address. We may suspend or close an agency afterwards under section 13.

3.2 Creators are normally added by their agency. The usual route is an invitation: the agency invites the creator, and the creator joins through that invitation.

3.3 There is also a public creator sign-up route. A person following an agency’s join link can create a creator account themselves. An account created that way is deliberately powerless: it can read no roster and see no agency’s figures. All it can do is submit a request to join a named agency, which a human at that agency approves or refuses before the account can see anything.

3.3a Signing in with TikTok, where that route is open. Where we have TikTok sign-in switched on, a creator may sign in with their TikTok account and ask to be matched to a row already on an agency’s roster. That is a claim like any other: it grants nothing until a member of that agency’s staff approves it. Nothing about that route connects a creator’s personal TikTok account to the app for any other purpose, and section 8.4 still holds. Where the route is switched off, it is not offered at all.

3.3b A roster row is not an account. When an agency connects Backstage, the app reads that agency’s whole roster, and a creator on it exists in the app as the agency’s own record whether or not that person ever signs up. Sections 8.5 to 8.7 set out what the agency promises us about those people.

3.4 Your account belongs to you alone. Do not share your password or hand your account to anyone else. If you believe someone else has reached your account, change your password and contact us.

4. You must be 18

4.1 You must be 18 years of age or older to hold an account. Devign Agency Suite is a business tool and is not directed at children.

4.2 We ask you to confirm your age and your acceptance of these documents by ticking a box. The box reads, exactly: “I am 18 or older, and I accept the Terms and the Privacy Policy”.

4.3 What is recorded, and when. Ticking the box on the sign-up screen does not itself record anything: at registration the box only unlocks the button on your device, and nothing about your age or your acceptance is sent to us at that moment. The record is written by a separate step, after the account exists, when the app asks you to accept and you do. What we then record, against your account, is: who accepted, which documents, the version number of each that was current at that moment, and the date and time. We also stamp the date and time you confirmed you are 18. We keep that record, and the age stamp, for as long as your account exists and after you delete it — they say that an attestation was made, not who made it — together with our security and audit records, which are permanent (Privacy Policy sections 11 and 12). Section 2.6 explains what the record does and does not tell you.

4.4 If you have not yet accepted the current versions, the app tells you so and asks you to. We may require acceptance before you continue to use the service. Today we ask and do not refuse: the setting that would block an account until it has accepted is switched off while the acceptance step is still being added to every part of the app.

4.5 Accounts that existed before we started asking. The service ran for a period during which nothing was recorded, because there was nothing to record it in. Every account that existed when the acceptance record was built — 91 accounts, all of them created before 8 September 2026 — carries a row marked grandfathered against the version published on 10 August 2026, which you can still read at the address in the list at the foot of this page. That row records our own position, that the account was in use under those documents. It is not a statement that the account holder performed any act of acceptance, and it carries no confirmation of anybody’s age.

We are not asking those accounts again today, and we would rather say so than let the paragraph above imply otherwise. The prompt described in 4.4 is shown only to accounts created from 8 September 2026 onwards. The existing 91 are deliberately left alone so that nobody who was already working in the app is interrupted by a step they did not expect. We intend to ask them properly once the acceptance step has reached every version of the app, and until we do, their rows mean only what this paragraph says they mean.

4.6 If we learn that an account holder is under 18, we will close the account and delete the personal data on it. We have no way of detecting it ourselves — nothing in the app checks anyone’s age — so this depends on somebody telling us.

4.7 An agency must not invite or add a creator it knows or suspects to be under 18.

5. Changes to these Terms

5.1 We may change these Terms. When we do we will change the effective date and the version at the top and post the new version here. The version at the top of this page is always the version in force, and it is the only version anybody can accept. The version it replaces stays readable at its own permanent address, listed at the foot of this page.

5.2 Publishing a new version asks everybody again. When we post a new version, every acceptance already recorded names the older version, so the app treats everyone as owing an answer on the new one and asks them for it. We record that acceptance the same way section 4.3 describes. Your earlier acceptance row is not overwritten — it stays as the record that you agreed to a version, and to which version number, on a date.

5.3 How you will find out. We do not email, message or send a notification when these Terms change. The only way the app tells you is by asking you, the next time you open it, to accept the new version. If you do not open the app you will not be told. Where a change materially reduces your rights or increases your obligations we will ask you to accept the new version, and we will do so through that same prompt. Today the prompt asks and does not block — see section 4.4 — so a person who declines it can still use the service. If you want to know when these documents change without waiting to be asked, check this page or write to us.

6. What we are, and what we are not

6.1 We provide the software an agency runs its roster on. We are not your employer, your manager, your agent or your agency. We are not affiliated with, endorsed by, or part of TikTok.

6.2 We do not decide who is on a roster, what a target is, whether a month qualified, what a level means, or what anyone is paid.

6.3 Monthly figures shown in the app — diamonds, valid days, LIVE hours and the rest — are what TikTok reported to your agency, read through the agency’s own TikTok Backstage connection and reproduced in the app. We do not verify them and we cannot correct them at source. If a figure looks wrong, the answer lies with TikTok and your agency, though we will help trace where a number came from.

7. Rewards, pay and figures

7.1 The app processes no payments and contains nothing purchasable. There are no in-app purchases and no subscriptions sold in the app.

7.2 DPoints () and diamonds shown in the app are informational figures only. They have no cash value, cannot be bought, sold or redeemed for money in the app, and are not a currency, a balance you are owed, or a promise of payment from us. DPoints is an optional programme and it is off for every agency until that agency’s owner prices it and switches it on; where it is off, nothing accrues and the app does not show it.

7.3 Rewards are configured by the agency and owed by the agency. The percentages, thresholds, levels, bonuses, point rates, caps and reward catalogue that a creator sees in the app are values the agency’s own staff entered into the agency’s own workspace. The agency can change them. What a creator is actually paid, when, in what currency, and by what method, is a matter between the creator and the agency and is settled outside the app. Devign owes no creator any payment, holds no money for anyone, and is not a party to any arrangement between an agency and its creators.

7.4 An agency may label its figures in a currency, and that label changes nothing. An agency’s owner can choose a currency and state a fixed rate for it, after which that agency’s recorded figures are shown with that currency’s name instead of in Coins. The rate is a number the agency’s own owner typed; it is not a market rate, the app does not obtain one, and nothing recalculates when rates move. A figure shown this way is still the same informational record described in 7.2 and is still owed, if it is owed at all, by the agency and not by us under 7.3. Choosing a currency does not make anything purchasable, does not create a balance, and does not cause any money to move in the app.

7.5 If a creator believes an agency has not paid what it promised, that is a dispute with the agency. We will, on request, help both sides see what the app recorded.

8. The TikTok Backstage connection

8.1 An agency may connect its own TikTok LIVE business account, which TikTok calls Backstage, so the app can read that agency’s own figures for that agency’s own creators. The app reads. It does not post, send messages, or modify any content or setting in the agency’s Backstage account. It does sign in to that account on a schedule, which TikTok’s own systems will record as a sign-in like any other, and it responds to a verification or two-factor prompt when one is shown.

8.2 The agency’s Backstage sign-in details are stored encrypted and are used only to sign in to that same agency’s Backstage. They are never shown to a person and never returned by any address the app or the website answers on — not to the agency, not to its staff, not to us. The only things that decrypt them are the background processes that sign in to Backstage on the agency’s behalf, and two maintenance commands we run against our own systems; the plaintext exists in the memory of that process for as long as the sign-in takes and is not written down anywhere. Every single decryption is recorded in our audit log with the reason for it. We hold the key that decrypts them. An agency can disconnect at any time, and the stored details are deleted when it does.

8.3 The agency authorises this access and warrants it may. By connecting a Backstage account, the agency confirms that the account is the agency’s own, that the agency is entitled to give us the sign-in details and to have us use them in this way, and that doing so does not breach the agency’s agreement with TikTok or any other rule that binds it. The agency is responsible for that decision. If TikTok objects, restricts, or removes the agency’s access, we will stop, and that is not a breach of these Terms by us.

8.4 A creator’s personal TikTok account is never connected and is never asked for.

8.5 The roster, and the creators on it who do not use the app. When an agency connects Backstage, the app reads the agency’s whole roster and keeps, for each creator on it, that creator’s TikTok handle and the monthly figures TikTok reports for them. Most of the people on a roster have no account with us, have never opened the app and have never seen these Terms or the Privacy Policy. Their information is in the app because their agency put it there.

8.6 What the agency warrants about those people, and it is the whole of the arrangement. By connecting a Backstage account or otherwise putting a roster into the app, the agency warrants to us, and repeats the warranty every day it keeps the connection open, that:

• the roster and the figures are the agency’s own business records, and the agency is entitled to give them to us and to have us hold and process them for the purposes in these Terms and the Privacy Policy;
• the agency has a lawful basis, under every law that applies to it and to the people on its roster, for doing so;
• the agency has given each creator on the roster whatever notice, information or consent that creator’s own law requires about their information being held and processed in this app, including — where the agency has enabled the AI growth coach — everything section 9 says is sent to a third-party AI provider; and
• nothing about giving us the roster breaches the agency’s own agreement with that creator, with TikTok, or with anyone else.

8.7 We do not check any of it, and we do not record that it was done. We have no way of knowing whether a creator was told anything, and we do not ask the agency to confirm it, keep evidence of it, or produce it. There is no step in the app where the agency attests to it and no record of it anywhere in our systems. The warranty in 8.6 is a promise the agency makes by using the service, and it is the only thing standing between a creator on a roster and their information being in this app. If it turns out not to have been true, section 17 makes that the agency’s responsibility, and the agency indemnifies us for it.

9. The AI growth coach

9.1 The app includes an optional AI growth coach that answers questions about growing LIVE performance. Each person has a weekly allowance of turns.

9.2 It is off until an agency owner switches it on, and the software enforces that. Only a person holding the owner role in an agency can enable the coach for that agency. Staff and creators cannot enable it for themselves, and an owner cannot enable it only for themselves — the consent is given once, for the whole agency. Until an owner gives it, the coach refuses to answer anybody in that agency, the owner included.

9.3 What is sent. When the coach is enabled and someone in the agency asks it a question, we send the question, the recent conversation, and the working context needed to answer it to a third-party AI provider. That context includes, depending on who is asking:

• the person’s display name, their role in the agency, and their language;
• the agency’s name and the market it operates in;
• the asking creator’s own figures — diamonds, diamonds from PK and matches, valid LIVE days, PK battle count, LIVE hours, DPoints balance, level and tier, and the agency’s monthly Coins figure for them;
• for an owner or a member of agency staff, up to eight of the agency’s creators, ranked by diamonds for the current month, each named by TikTok handle, with that creator’s diamonds, valid days, LIVE hours and level, plus roster headcounts and totals. The eight are chosen by figures alone. A creator who is paused, or who has left the agency, is included if their figures put them in the eight — we do not filter them out;
• the agency’s own reward settings — its share curve, payout components and percentages, DPoints earn rates, caps and reward catalogue.

This is sent on every question, whether or not the question has anything to do with the creators named.

9.4 The agency authorises this for its creators, and warrants it may. The consent is given at agency level by an owner, not by each creator, and it covers creator information described in 9.3 that belongs to that agency’s roster — including the information of creators who have no account and have never opened the app. By enabling the coach, the agency:

• authorises us to send that information to a third-party AI provider for the purpose of producing coaching replies;
• confirms that it has the right to authorise this on behalf of its creators, including any consent, notice or contractual permission its own arrangements with its creators or its own law require;
• confirms that it has already told its creators that the coach is enabled and what it sends, in whatever form that creator’s law requires;
• accepts responsibility, as between us and the agency, if that authorisation turns out not to have been the agency’s to give.

We do not verify or record any of this. There is no step in the app where an owner confirms the creators were told, no evidence of it in our systems, and nothing we could produce if a creator asked. Sections 8.6 and 8.7 say the same thing about the roster generally, and section 17 makes it the agency’s responsibility.

9.5 We record which owner enabled the coach, the version of these Terms and of the Privacy Policy shown to them at that moment, and the date and time. An owner can withdraw that consent for the agency at any time, which stops any further information being sent and puts the coach back to refusing everyone in the agency. There is no way for an individual creator to be excluded while the agency’s consent stands — the coach sends whichever eight creators the figures pick, and there is no per-creator exclusion in the software. A creator who wants out should ask their agency’s owner to switch the coach off.

9.6 The AI provider processes what we send in order to return a reply. We require our providers, by the terms we are on with them, to use what we send only to provide their service to us. We are confirming the specific retention term we are on with the AI provider, and until that is settled we make no statement here about how long it keeps what we send. We do not use coach conversations for advertising or to build a marketing profile. The Privacy Policy names the categories of provider we use.

9.7 Do not type sensitive personal details into the coach — government identifiers, bank or card numbers, health information, or anything similar. The coach does not need them and there is no reason to send them to anyone.

9.8 The coach produces suggestions, not advice you should rely on. It can be wrong. It is not financial, legal, tax or employment advice, and neither we nor the AI provider is responsible for a decision anyone makes because of it.

9A. What we tell TikTok about your agency

9A.1 We report to TikTok on how agencies are using this app, and your agency is named in that report. TikTok’s regional teams are the reason many agencies are here, and they ask us how much the tool is actually being used. We answer them.

9A.2 What is in it, for each agency: the agency’s name, how many staff seats and creator accounts it has, how many of each opened the app in the period, how many TikTok Backstage connections it has and how many of them are failing, whether the Backstage connection is working, whether the agency has configured its own payout scheme or is still on the default, and how many creator accounts and staff seats are new in the period. Alongside it we send platform-wide totals for the same measures.

9A.3 What is not in it. No individual is named. No creator’s handle, figures, diamonds or earnings are in it. No message, note or coach conversation is in it. The counts are counts of distinct people, and the report does not say who they were.

9A.4 Who sees it. The report is segmented by audience, and a TikTok team sees only the agencies in its own audience — the totals it is shown are the totals for those agencies, not for the whole platform. An agency in one region’s audience does not appear in another region’s report.

9A.5 How often. The underlying counts are recorded daily. The report covers a period — usually the previous day — and is produced and sent by a person at Devign; there is no automatic job that sends it and no automatic delivery to TikTok.

9A.6 The agency agrees to this. By using the service the agency agrees that we may produce and send that report. If you do not want your agency in it, tell us at info@devignlb.com and we will leave it out; the software already supports excluding an agency.

9A.7 Nothing in this section lets us send TikTok anything else. Everything we hold about an agency’s roster and its creators is covered by sections 8, 9 and 14A and by the Privacy Policy, and none of it goes to TikTok as part of this report.

10. Acceptable use

10.1 Do not attempt to reach data belonging to another agency, another agent’s creators, or another person’s account.

10.2 Do not probe, scan or attack the service, or try to get around a rate limit, a permission check or a sign-in. If you find a security problem, report it to us instead.

10.3 Do not point automated software, scrapers or bots at the app or this site.

10.4 Do not use the service to break the law, to infringe anyone’s rights, or to break TikTok’s own rules.

10.5 Do not upload content you have no right to upload, and do not enter someone else’s personal information into the app unless you are entitled to.

10.6 What you write, and what happens to it. Parts of the app carry text one person writes and others read: announcements to an agency, messages in an appeal, notes staff keep on a creator, and the names people give themselves. Do not use any of them to abuse, threaten, harass or demean anyone, to attack somebody for their race, religion, nationality, sexuality, gender or disability, to post sexual content, or to impersonate another person. This is not a rule about swearing — blunt words between colleagues are not what this is for.

10.7 Reporting it. Anywhere you can read text somebody else wrote, you can report it. The report reaches Devign LLC, not the agency — including when the agency is the one being complained about. We read what was reported, and we can remove the content, close the agency, or end an account under section 13. The app also refuses a small set of terms outright when they are typed, before anyone sees them.

10.8 Sanctions and export control. Devign LLC is a US company and the service is subject to US sanctions and export-control law. You promise us that you are not, and no agency you act for is, a person or entity that US law prohibits us from dealing with, that you are not located in a country or territory subject to comprehensive US sanctions, and that you will not use the service on behalf of anyone in that position or in a way that would breach those laws. We may suspend or close an account or an agency at once if we believe otherwise, under section 13. We do not today screen accounts against any sanctions list; this section is a promise we ask you to make, not a check we perform.

11. Availability and changes to the service

11.1 We aim to keep the service available and correct, but we do not warrant that it will be uninterrupted, error-free or always available. The service is provided as is and as available.

11.2 We may take the service down for maintenance, and may change, add or remove features over time.

11.3 The service depends on TikTok’s Backstage portal, which is outside our control. If TikTok changes or withdraws it, features that depend on it may stop working.

12. Ending your own account

12.1 You can delete your account at any time, in the app under Account → Delete your account, or on this website at https://creatorapp.devignlb.com/account/delete. No app and no password are needed for the website route — we email a code to the address on the account.

12.2 Deletion happens immediately, in the same request. There is no recovery afterwards. The two routes are not identical in one respect: only the in-app route can close a sole-owned agency as part of the same request (12.3). The website route refuses in that case, names the agency, and deletes nothing.

12.3 If you are the last owner of an agency, we ask once more before deleting. An agency owner is the only person who can appoint another owner, hold the agency’s TikTok connection, or end anyone’s time at the agency, so an agency left with no owner is one nobody can run. If you are the last owner, the app tells you which agency is in the way and offers you two ways forward. Nothing is deleted until you choose one:

• Hand the agency over. Make someone else an owner in the app under Team, and wait until they have accepted. An invitation nobody has opened does not count. Then request deletion again.
• Close the agency along with your account. The app offers this as a separate, clearly marked choice on the deletion screen, naming the agency it will close. Choosing it closes that agency, ends everyone’s access to it including yours, and stops its creators being read. Figures already collected are kept. Your account is then deleted in the same request.

There is a third way the block comes off that you should know about even though it is not something you can ask for: if we suspend or close the agency ourselves under section 13, the block stops applying to it. The software skips an agency whose workspace is suspended or closed, on the reasoning that an agency nobody is running cannot be stranded by its last owner leaving.

12.4 Your agency can also remove you from its roster. That ends your access to that agency’s data without deleting your account.

12.5 Deleting your account does not delete everything about you. Some records survive: the months you worked at an agency and the TikTok handle those months are recorded against; the record that you accepted the Terms and the Privacy Policy, with the version of each and the date, and the date you confirmed you are 18 — kept as the evidence that the attestation was made; and our security and audit records, which include the IP address and device information recorded against actions you took, are append-only, and are kept indefinitely. Deletion removes the personal data held in your account; it does not erase the trail of what was done on the service. The Privacy Policy sets out exactly what survives and why.

12.6 Getting a copy of your data. There is no self-service export in the app. If you want a copy of your data, ask us at info@devignlb.com and we will produce it by hand and send it to you. We answer within 30 days of receiving your request. The clock starts on the day your request reaches us; we check that the request really comes from you inside that window, and doing so does not extend it. If a law that applies to your request gives us a shorter deadline than 30 days, the shorter one is the one we keep.

How we keep that promise, plainly. This is a manual commitment by people, not a feature. We record the request and its due date in our systems, but nothing in the software watches that date or reminds anybody, and no request has yet been made or answered. The 30 days is a promise we intend to keep by working the request, and you should hold us to it rather than assume a machine is counting.

13. Suspension and closure by us

13.1 We may suspend or close any account or any agency workspace at any time, at our discretion, with or without a reason, and without giving notice. This is a commercial service and we are not obliged to continue providing it to any particular customer. We do not have to explain the decision, and we will not always be able to.

13.2 Where we act immediately. We will act at once, and where we can we will say why, if:

• the account or agency is being used to attack the service, to reach another party’s data, or to break the law;
• we believe there is a risk of harm to another user, to us, or to a third party;
• TikTok, Apple, Google or any other platform or authority requires it, or continuing would put our own access to those platforms at risk;
• an agency’s Backstage access has been withdrawn or its authorisation under section 8.3 turns out not to have been valid;
• payment due to us under a separate agreement is overdue;
• we are required to by law or valid legal process.

13.3 You have 30 days to ask for your data. Whatever the reason for closure, and whether or not 13.2 applied, you have 30 days from the date we close the account or the agency to ask us for a copy of the data that was in it. Write to info@devignlb.com within those 30 days and we will send it to you.

• There is no self-service export. The app has no export button. Somebody at Devign produces the copy by hand from our records and sends it to you as data files you can open and keep. We do not charge for it.
• We will check that the request comes from someone entitled to make it — for an agency, that means one of its owners — before we send anything.
• If a request would be unlawful to answer, or would defeat the reason we closed the account in the first place (for example, a request from someone we closed for attacking the service), we may refuse it or limit what we send, and we will say so.

13.4 After those 30 days the data is deleted. Once the 30 days have passed and no request has been made, we delete the personal data held in the closed account or agency workspace. For an agency that means the agency’s own database, and the records of who belonged to it, are deleted outright. It is not recoverable after that, by you or by us.

How that is done, and what is true about it today. There is no automatic job. No part of the software closes a live agency, and no part of it deletes a workspace — both are things a person at Devign does by hand, against a written procedure, recording what they did. (The only closure the software performs on its own is refusing a registration that never went live.) You should know two further things before you rely on the window. The procedure has been written and has never been carried out, on any agency, so the first time it runs will be the first test of it; we intend to rehearse it on a workspace created for the purpose before using it on anyone’s real one. And for agencies that were already closed before the procedure existed, we have no recorded closure date, so there is no day from which to count 30 — those workspaces are being left alone rather than deleted on a guess.

Three things are not deleted, and you should understand this before you rely on the window:

• our security and audit records, which are append-only, carry the IP address and device information recorded against actions taken, and are kept indefinitely — see the Privacy Policy, sections 11 and 12;
• the record that a person accepted these Terms and the Privacy Policy, with the version of each and the date, and the date they confirmed they were 18 — kept as the evidence that the attestation was made; and
• anything already written to a backup, until that backup is rotated out of our normal backup cycle.

13.5 Refunds. If the closed account or agency had paid us fees in advance for a period after closure, we will refund that unused portion, unless we closed it for a reason in 13.2. We owe nothing else on closure. Anyone who paid us nothing is owed nothing.

13.6 Nothing in this section takes away a right you have under the law where you live that cannot be given up by agreement, and we will not use this section to avoid an obligation the law places on us.

14. Intellectual property

14.1 Devign Agency Suite — its software, design, logo and name — is our property or that of our licensors, and using the service transfers none of it to you.

14.2 TikTok, TikTok LIVE and Diamonds are trademarks of their respective owners, used only to describe compatibility. We claim no rights in them.

14.3 The account and roster data you or your agency enter remains yours or your agency’s. We hold it only to provide the service, as described in the Privacy Policy.

14.4 The permission we need to run the service on it. So that we can actually provide the service, you and your agency give us a licence to host, store, copy, back up, transmit, display and process that data, and to send the parts of it described in section 9 to the AI provider where an owner has enabled the coach. The licence is limited to providing and supporting the service and to what these Terms and the Privacy Policy describe, lasts as long as we hold the data, and grants us no other right in it. It also covers the counts and totals described in section 9A, which are aggregate figures rather than the data itself.

14A. Confidentiality

14A.1 Each of us may see the other’s confidential information. Yours includes your roster, your creators’ figures, your reward and payout settings, your Backstage sign-in details and your commercial terms. Ours includes the non-public parts of the software, our security arrangements, and anything we mark or describe as confidential.

14A.2 Each of us will keep the other’s confidential information confidential, use it only for the purposes of these Terms, and give it only to the people and providers who need it for those purposes and who are under a duty of the same kind. Section 6 of the Privacy Policy lists the categories of provider we use.

14A.3 This does not apply to information that is public without either of us being at fault, that the receiving party already had without a duty of confidence, or that it develops independently.

14A.4 Either of us may disclose the other’s confidential information where the law or valid legal process requires it. Where we may lawfully do so, we will tell the agency first.

14A.5 These obligations continue for three years after the account or the agency workspace is closed, and for as long as the law protects it in the case of anything that is a trade secret.

14A.6 What this section is worth if we break it is limited by section 16, in the same way as everything else and up to the same amount. That is a deliberate choice on our part and section 16.10 says so in terms.

15. Disclaimers

16. Limitation of liability

16.1 Nothing in these Terms limits liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything the law does not permit us to limit or exclude.

16.2 Subject to 16.1 and 16.8, we are not liable for indirect, incidental, special, punitive or consequential damages, or for lost profits, lost opportunity, lost revenue, lost goodwill or lost data, even if we were told such losses were possible.

16.3 Subject to 16.1 and 16.8, our total liability for all claims arising out of or relating to these Terms or the service is limited to the greater of:

• (a) the total fees you actually paid us in the twelve months immediately before the event that gave rise to the claim; and
• (b) US$100.

16.4 Why there is a floor. A cap measured only by fees paid would come to nothing at all for anyone who pays us nothing, and a limit of nothing is not a limit at all — the US$100 floor makes sure the cap is always a real amount rather than an attempt to owe nobody anything.

16.5 The same clause covers how the service is sold today and how it may be sold later. Today nothing in the app is for sale and everyone pays us nothing, so for everyone the cap is US$100. If and when we begin charging subscription fees, anyone who has paid us more than US$100 in the preceding twelve months has a cap equal to what they paid, and everyone else keeps the US$100 floor. Nothing needs to be rewritten for that to be true.

16.6 If more than one person brings related claims about the same event, the cap applies once across all of them and is shared between them.

16.7 Where you are a consumer, you keep every right your local law gives you, and nothing in this section reduces it.

16.8 What this section does not limit. Nothing in 16.2 or 16.3 limits or excludes our liability for:

• (a) our gross negligence;
• (b) our wilful misconduct;
• (c) our fraud or fraudulent misrepresentation; or
• (d) the sums we owe you under an indemnity we give in these Terms, including section 17A.

Liability under this 16.8 is not capped and not measured by fees.

16.9 If a limit does not hold. Each of 16.2, 16.3 and 16.8 stands on its own. If any one of them is found unenforceable, in whole or in part, the others continue in full effect, and the unenforceable one is replaced by the greatest limitation of liability that is enforceable in the same circumstances. A limit that fails takes nothing else in this section with it.

16.10 Confidentiality and data security are inside the cap, and we are saying so on purpose. If we breach section 14A, or if information you or your agency entrusted to us is taken, lost or exposed because of something we did or failed to do, our liability for it is limited by 16.3 in the ordinary way — the greater of the fees you paid us in the twelve months before the event and US$100 — unless what we did also falls within 16.8. We are stating this plainly rather than burying it, because it is the term in this document most likely to matter to you and the one you are most likely to want changed. If you are an agency with counsel and you want it changed, say so at info@devignlb.com before you rely on the service.

17. Indemnity

17.1 If an agency’s use of the service causes a claim against us, the agency is responsible for that claim and will indemnify us against it, including our reasonable legal costs, to the extent permitted by law. This includes, and is specifically intended to include, a claim arising from:

• the agency’s TikTok Backstage authorisation under section 8.3;
• the agency’s warranties about its roster under sections 8.6 and 8.7 — that it was entitled to give us the roster, that it had a lawful basis for doing so, and that it had given each creator on it whatever notice or consent that creator’s law requires; and
• the agency’s AI authorisation under section 9.4, including a claim by a creator whose handle and figures were sent to the AI provider.

17.2 This section does not apply to an individual acting as a consumer.

17.3 How an indemnity claim works, both ways. Where either of us claims under an indemnity in these Terms, the party claiming will tell the other promptly and in writing, will not admit liability or settle without the other’s agreement (which will not be unreasonably withheld), and will give the other reasonable help and information at the other’s cost. The indemnifying party may take over the defence of the claim, and if it does, it will keep the other informed and will not agree a settlement that puts an obligation or an admission on the other without their agreement.

17.4 An indemnity in these Terms is subject to the cap in section 16.3 only where 16.8 says it is not. Section 16.8(d) puts our indemnity obligations outside the cap. The agency’s indemnity to us under 17.1 is not capped.

17A. Our indemnity to you

17A.1 If someone claims that the Devign Agency Suite software, used as we intended, infringes their patent, copyright, trade mark or trade secret, we will defend the agency against that claim and pay the damages and costs finally awarded or agreed in settlement, on the notice and conduct terms in 17.3.

17A.2 If such a claim is made or we think one is likely, we may at our own cost obtain the right for the agency to keep using the software, change the software so that it no longer infringes, or, if neither is reasonably available to us, end the agency’s use of the affected part and refund any fees the agency has paid for a period after that.

17A.3 This does not cover a claim arising from the agency’s own data, from the agency’s roster or its Backstage authorisation, from use of the software in breach of these Terms, or from a modification made by anyone other than us.

17A.4 This section is our whole liability, and the agency’s only remedy from us, for a claim that the software infringes somebody’s intellectual property.

18. App Store and Google Play terms

18.1 If you obtained the app from Apple’s App Store, Apple requires us to state the following, and it is all true:

• This agreement is between you and us, not with Apple, and Apple is not responsible for the app or its contents.
• Your licence to use the app is a personal, limited licence on Apple devices you own or control, under the App Store’s Usage Rules.
• Support is ours to provide, not Apple’s; our support page explains how to reach us.
• If the app fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any purchase price — which is nothing, because the app is free. Beyond that, Apple has no warranty of any kind, and Apple has no obligation to provide any maintenance or support; any other claim is ours to answer.
• We, not Apple, are responsible for addressing any claim that the app fails to meet a legal or regulatory requirement or infringes intellectual-property rights.
• You confirm you are not located in a country subject to a US embargo or designated as supporting terrorism, and are not on any US list of prohibited or restricted parties.
• Apple and its subsidiaries are third party beneficiaries of these Terms and may enforce them against you.

18.2 If you obtained the app from Google Play, Google’s own terms apply to that download alongside these Terms. Google is not a party to this agreement.

19. Governing law and disputes

19.1 These Terms are governed by the laws of the State of Wyoming, USA, without regard to its conflict-of-laws rules, and the courts located there have jurisdiction over any dispute.

19.2 If you are a consumer, you keep the right to bring a claim in the courts where you live under your local law.

19.3 Before either of us goes to court, let us try to settle it. If a dispute arises, tell us about it in writing at info@devignlb.com and give us 30 days to resolve it with you. We will do the same before bringing a claim against you. This step does not stop either of us going to court afterwards, does not extend any legal deadline that applies to the claim, and does not prevent either of us asking a court for urgent relief at any time. There is no arbitration clause and no class-action waiver in these Terms.

20. General

20.1 If any part of these Terms is found unenforceable, the rest continues in effect and the unenforceable part is read down to the least extent needed to make it enforceable.

20.2 Our not enforcing a provision once is not a waiver of it.

20.3 You may not transfer these Terms to anyone else without our agreement, which we will not unreasonably withhold where your agency is bought or merges into another business. We may transfer them if our business is sold. Where either of us transfers, we will tell the other — for us that means posting it on this website and asking you the next time you open the app, because as section 5.3 explains we have no way of emailing or notifying you.

20.4 These Terms, the Privacy Policy, and any signed agreement between us and your agency are the whole agreement about the service. Nothing in this clause excludes liability for fraudulent misrepresentation.

20.5 What survives. If these Terms end, or your account or agency is closed, the following continue to apply: sections 2 (who the agreement is between), 7 (rewards, pay and figures), 8.3, 8.6 and 8.7 (the agency’s warranties), 9.4 (the AI authorisation given while the coach was on), 12.4 to 12.6, 13.3 to 13.6, 14 (intellectual property), 14A (confidentiality, for the period it names), 15 (disclaimers), 16 (limitation of liability), 17 and 17A (indemnities), 19 (governing law and disputes) and this section 20.

20.6 Nobody else can enforce these Terms. No person who is not a party to them has any right to enforce any part of them, except Apple and its subsidiaries as section 18.1 states.

20.7 Headings are for convenience and do not affect meaning. “Including” means “including without limitation”. The singular includes the plural and the other way round.

21. Contact us

info@devignlb.com for anything at all, including a complaint about these Terms, a request for the signed customer agreement or the NDA, or a request for a copy of your data.

Devign LLC, 5830 E 2ND ST, STE 7000 #23016, CASPER, WY 82609, USA

Previous versions

Every version we publish stays readable at its own address, so that an acceptance recorded against a version number names a document you can still read.

• 2026-09-09 — in force since 9 September 2026. This document.
• 2026-08-10 — in force 10 August 2026 to 9 September 2026. Superseded.