NOUR COLLECTIVE LTD | Terms and Conditions

These NOUR COLLECTIVE LTD Terms and Conditions (the 'Terms and Conditions' or 'Terms') are entered into as of the Effective Date specified in the Scope of Work (as defined below) entered into by and between the creator specified on the applicable Scope of Work (the 'Creator') and NOUR Collective Ltd with its principal place of business at 167-169 Great Portland Street 5Th Floor, London, W1W 5PF, UK, (the 'Company'). Creator and the Company may be referred to hereinafter individually as a 'Party' or collectively as the 'Parties.' 'Agreement' as used herein shall mean the Creator Agreement between the Parties together with the SOW and these Terms which are incorporated into the Creator Agreement by reference.

BY ACCEPTING OR EXECUTING A SCOPE OF WORK, ORDER FORM OR ANY RELATED ADDENDUM THAT REFERENCES THIS AGREEMENT, YOU EXPRESSLY AGREE TO BE BOUND BY, AND STRICTLY ADHERE TO, ALL OF THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS.

Services; Scope(s) of Work. Services; Scope(s) of Work: Company wishes to engage Creator to participate in events, perform social media marketing, and other related marketing services (the "Services"). The Services shall be set forth in one or more Scope(s) of Work (each, a “Scope of Work” or “SOW”). Creator agrees to perform the Services subject to these terms, the terms of the Creator Agreement, and of the applicable Scope of Work. The Company and Creator shall enter into one or more written Scope(s) of Work, detailing the specific Services, duration, reach, and other terms as mutually agreed by the Parties. Each SOW shall detail (a) the specific Services to be provided by Creator; (b) the scope, duration, and reach of each applicable event (each an “Event”) or campaign (each a “Campaign”); (c) the Client’s Social Media Channels, or other media channels, that may be used for the Campaign; (d) any Content (as defined below) to be created by Creator; (e) a schedule and dates for performance by the Creator of the Services and Campaign; (f) minimum and/or maximum limits on the duration a post will be live and on other posts made on the same social media channels and other similar requirements; and (g) such other terms as may be mutually agreed by the Parties.
Development and Approval of Content. Initial Development and Approval. Creator shall submit all elements of any and all plans, materials, content, videos, photographs and/or works of a similar nature produced, developed, or created by Creator, in whole or in part pursuant to the Creator Agreement (collectively, the “Content”), including any applicable post(s) and captions relating to the Content, to the Company for the Client’s written approval prior to posting, which approval may be granted or withheld in the Client’s and Company’s sole discretion. All Content must be submitted to the Company in accordance with the schedule set forth in the SOW. If, following each submission of Content to the Company for approval by the Client, the Company or the Client requests or requires any edits to the Content, the Creator shall make any and all edits as requested by the Company or the Client. Company will endeavour to limit the rounds of edits. Following Creator’s implementation of such edits, Creator shall resubmit the Content to the Company for review and approval by the Client. In the event that Creator incorporates applicable edits in a manner consistent with the requirements provided to Creator but the Content is thereafter not approved by the Client, the Company reserves the right to terminate this Agreement and/or the applicable SOW immediately upon notice to Creator, subject to the payment to Creator of a termination fee per Section 7(d) of these Terms. In addition, if Creator makes any post without having received notice from the Company of the Client’s approval, such unauthorised post shall be deemed a material breach of Creator’s obligations under this Agreement and the Company shall have the right to (a) terminate the Agreement and/or the applicable SOW immediately upon notice to Creator, or (b) require Creator to post a makegood that has been approved by the Client, without additional compensation to Creator.
Ongoing Revisions. In addition to approval requirements in Section 2(a), above, following approval of any Content by the Client, and sharing or posting of such Content by Creator, the Client shall have the right to (i) require Creator to revise any Content to the extent that the information included in a post with regard to the Client is no longer accurate, or (ii) require Creator to remove any indicia of the Client from the Content. In the event of any such requirement by the Client, upon request from the Company, Creator shall revise the applicable Content which shall be subject to the approval process set forth in Section 2(a). For clarity and avoidance of doubt, Creators obligations in this Section 2(b) shall survive termination of this Agreement and Creator agrees at any time upon request of Company or Client to do what is necessary to comply with the provisions of this Section 2(b) provided, however, that after termination, whether the Content is revised or all indicia of Client is removed shall be at Creator’s option.
Authentication/Platform Systems. Creator will take the steps necessary to verify and authenticate the Services as directed by Company. Specifically but without limitation, with regard to any Campaign pursuant to which Creator is obligated to post on Instagram or TikTok, Creator must authenticate with Company’s proprietary system within forty-eight (48) hours of receiving the applicable authentication link. For all TikTok programs, Creator agrees to join TikTok’s Creator Marketplace (TTCM) prior to authorising with NOUR Collective. Successful authentication (or re-authentication) will enable the Company to confirm any Instagram and/or TikTok posts hereunder and issue payment, in addition to viewing the post’s analytics. If Creator fails to provide the necessary authentication within forty-eight (48) hours and/or if authentication is not successfully activated prior to agreed-upon posting date, the Creator will be required to post a makegood that has been approved by the applicable Client, without additional compensation to Creator. Delays in authorisation, will be considered a delay as per Section 2. of these Terms. Further, if Creator fails to provide photographic or other evidence of Creator’s successful completion of the Services and/or Campaign(s), the Company shall have the right to require Creator to post a makegood that has been approved by the Client. Company reserves the right to withhold payment until Creator meets the authentication requirements in this Section 2(c).
Analytics. If requested by Company, Creator must provide Company with proof of completion, including but not limited to, a screen shot of all reasonably available metrics and analytics relating to the Service at the time of posting including, but not limited to, attendee list, the number of post views, audience demographics, and blog analytics (when applicable), within seventy-two (72) hours of each such request. Delays in providing this information, will be considered a delay as per Section 2 of the Terms. Company reserves the right to withhold payment until Creator meets the analytics requirements in this Section 2(d).
Creator Delays. Time is of the essence with regard to Creator’s performance under the Creator Agreement. In the event that Creator fails to provide the Service or Content for review and approval in accordance with the timing requirements set forth in the Creator Agreement, these Terms, in the applicable SOW, or otherwise mutually agreed to by the Parties in connection with an applicable SOW, or otherwise fails to perform the Services in accordance with the timelines set forth in the applicable SOW, shall constitute a material breach of the Agreement. Without limiting the foregoing, if Creator believes that it will be unable to meet any deadline, Creator shall inform Company of the possible delay promptly.
Objectionable Content. Creator acknowledges and agrees that he/she will not (a) make any unsubstantiated claims about any third party or its products or services in any Content related to any Service; or (b) develop, share or post any material (including both Content and unrelated posts) that is in any way illegal, obscene or harmful to the reputation, goodwill or interest of the Company or the Client or their respective products, services, associates, employees or affiliates or that is otherwise reasonably objectionable to the Company or the Client.
Exclusivity. Creator acknowledges and agrees not to include as part of any Content, or otherwise post to any Social Media Channel, or any other media channel set forth in an applicable SOW, in connection or combination with the Content, any reference to any other brand or trademark other than those authorised by the Company on behalf of the Client and shall not post to any Social Media Channel, or any other media channel set forth in an applicable SOW, any information, promotion, endorsement or content related to the brands specified in the applicable SOW for the period of time set forth in the applicable SOW. In addition, Creator agrees to only tag Client’s pages on Social Media Channels and/or Client’s social media handles in Creator’s post(s) that include the Content.
Compensation and Payment. Subject to completion of the Services and Campaign(s) set forth in the applicable SOW, and delivery to the Company of the confirmation required by the Company to evidence that the Services or Campaign(s) have been completed, and provided that Creator is not in breach of the terms of this Agreement, the Company shall pay Creator the compensation set forth in the applicable SOW. Payment shall be made using a payment system or other method chosen by Company. Company reserves the right to change its payment system or method of payment at any time. Creator agrees to take such actions as are necessary for Creator to receive payment via the system or method chosen by Company. Company currently makes Creator payments using Bank Transfer. For all payments under $5,000, payment shall occur on the first Friday following the thirty (30) day period from the date Creator fulfils all of its obligations hereunder (Net30); for all payments over $5,000, payment shall occur on the first Friday following the 60 day period from the date Creator fulfils all of its obligations hereunder (Net 60).

The Company shall submit payments to Creator using the payment account information provided by Creator on the SOW. Creator shall be solely responsible for maintaining and/or updating his or her payment account information including but not limited to financial institution and account number information (“Creator Payment Information” or “IPI”) by contacting the Company. Any failure by Creator to provide accurate IPI, to timely submit an invoice, or to update changes to IPI may result in delays in payment. If the Company makes a payment to an incorrect account due to Creator’s failure to provide accurate IPI, and the Company is unable to recover the amount of such incorrect payment, the Company shall be deemed to have made such payment in full to Creator, and the Company shall have no further obligation to Creator with regard to such payment. Further, any failure by Creator to claim or request payment on or before ninety (90) days from the date Creator fulfils all of its obligations as set forth in the applicable SOW, shall result in Creator forfeiting any and all right, title and interest to payment. If Company becomes aware of a disagreement between Creator and Creator’s agent concerning the party to whom or account to which payment should be made, Company shall have the right (but not the obligation) to delay payment until such time as Creator and agent have resolved the disagreement and jointly instructed Company regarding payment.
Term and Termination.
a. Term. The Creator Agreement shall be effective as of the Effective Date and shall continue in full force and effect through the end date of the last Service set forth in any outstanding SOW entered into hereunder, unless the Agreement is otherwise terminated as set forth therein or in these Terms (the “Term”). Notwithstanding the foregoing, the Term of the Agreement shall be concurrent with the SOW, insertion order, or other written agreement between Company and Client (the “Client Agreement”) to which each applicable Service pertains.

b. Termination. In addition to any termination rights otherwise set forth herein, the Company shall have the right to terminate the Agreement, including any and all outstanding SOWs, (i) immediately upon written notice to Creator if the applicable Client Agreement is terminated for any reason, (ii) at any time upon five (5) business days prior notice to Creator, and (iii) immediately upon notice to Creator if Creator materially breaches any of its obligations hereunder and fails to cure any such breach within twenty-four (24) hours. A material breach by Creator shall include, without limitation, any breach of Section 4 or Section 11. In the event that the Company reasonably suspects that Creator is in breach of Subsection 11(h), the Company shall notify Creator, and, unless Creator is able to provide reasonable evidence to the Company that Creator has not fraudulently or falsely increased or affected the applicable number(s) within twenty-four (24) hours of receipt of such notice, the Company shall have the right to terminate this Agreement and/or the applicable SOW, immediately upon notice to Creator, without any compensation or liability to Creator, and subject to Creator’s indemnification obligations; (iv) immediately upon written notice to Creator if Creator, its representatives and/or agents, act in any way that causes it or them to undergo material adverse publicity or scandal, or fall into disrepute, including, without limitation if Creator personally commits any act that results in a conviction of a felony, or any misdemeanour of moral turpitude (by way of example only, a misdemeanour involving a controlled substance, fraud, embezzlement, assault, and battery) or the neglect of others or self-harm.

c. Termination Fees. In the event that the Company terminates the Agreement or an applicable SOW pursuant to Section 7(b)(ii), the Company shall pay Creator the following termination fees: (i) if such termination occurs after this Agreement has been fully executed but the SOW has been signed, an amount equal to thirty percent (30%) of the overall compensation payable by Company to Creator in connection with the terminated Services and/or Campaign(s); (ii) if such termination within after Content has been submitted and approved, or within fourteen (14) days of the event, but before Content has been posted, an amount equal to fifty percent (50%) of the overall compensation payable by the Company to Creator in connection with the terminated Services and/or Campaign(s), (iii) if such termination occurs after Content is submitted, approved and posted but one-half or more of the duration of the Campaign remains, or within seven (7) days of the event, an amount equal to seventy-five percent (75%) of the overall compensation payable by the Company to Creator in connection with the terminated Services and/or Campaign(s), and (iv) if such termination occurs after Content is submitted, approved, posted and more than one-half of the duration of the Campaign has been completed, the full amount provided for in the Agreement.

Notwithstanding the foregoing, no compensation shall be due if the termination was due to breach of the Creator Agreement. Further, in the event Creator breaches the Agreement, in addition to the termination rights hereunder, the Company shall be entitled to recover all costs (including attorney’s fees) in the enforcement of the Company’s rights hereunder and, if Creator shall have been paid in advance pursuant to the terms of the Agreement, the Company shall be entitled to a refund of any monies advanced to Creator under the Agreement.
Licence to Use Client Trademarks and Content. The Company, on behalf of the Client, hereby grants to Creator, a non-exclusive, non-transferable, revocable, limited licence to use and display Client’s name, logo and trademarks, and any other content provided to Creator by the Company or the applicable Client in connection with an SOW, in the form and manner specifically described in the applicable SOW, or otherwise approved for use as part of the Content in accordance with Section 2 hereof (collectively, the “Client Works”), solely as necessary to perform its obligations hereunder and only during the Term hereof, unless otherwise expressly authorised herein. For the avoidance of doubt, Creator may only use the Client Works in the form and format provided or approved by the Company or Client, as applicable. Creator acknowledges the Client’s exclusive right, title and interest in and to the Client Works and the goodwill pertaining thereto, that any use of the Client Works by Creator does not create any ownership, licence or other right or interest in or to the Client Works by Creator except as specifically set forth in this Agreement, and that all use of the Client Works by Creator shall inure to the benefit of the Client. Creator agrees that it shall not, challenge, or assist in any challenge to, the validity or exclusivity of the Client’s ownership of the applicable Client Works.
Ownership Rights. The Parties shall elect one of the following ownership options which election shall be set forth in the applicable SOW. Notwithstanding the foregoing, in the event that the SOW fails to expressly identify the Client’s usage rights with regard to the Content, the Parties hereby agree that the Standard and Paid Social Rights as defined in “Option 1” below shall be the controlling form of use rights applicable to such SOW. Further, in the event that the SOW fails to expressly identify the duration of Client’s right to use the Content, the Parties hereby agree that Client shall have the right to use the Work Product for the specified purposes for a period of nine (9) months.

a. Ownership Option 1: Standard

(i) Ownership of Content. Except with regard to any Client Works incorporated therein, Creator shall own, exclusively and in perpetuity, any and all intellectual property rights, including trademarks, trade secrets, trade dress, design, mask work, copyrights, and patent rights, and other rights of whatever kind and character, throughout the universe and in any and all languages, in and to the Content.

(ii) Licences to Content. Creator hereby grants to the Client (and to Company on behalf of Client) a worldwide, non-exclusive, royalty-free right and licence, during the applicable periods specified in the SOW (or, if none, the default period specified in this Section 9) and subject to any other limitations set forth in the applicable SOW, to (A) feature any and all Content generated by Creator (including Creator’s name and likeness) on all Social Media Channel accounts and websites owned, controlled or licenced by the Client, and (B) repost any and all Content generated by Creator (including Creator’s name and likeness) in one or more sponsored posts distributed through Social Media Channels or other media channels. For clarity and the avoidance of doubt, the foregoing permits Client (and Company on behalf of Client) to repost any and all Content or part thereof and to use paid media in support of the reposting whether the reposts promote a Social Media Channel account owned, controlled or licenced by the Client or via the Creator’s social media channel(s)/handles(s). Client agrees to use Creator social media handles specified in the applicable SOW (e.g. @[Creator] or #[Creator] in connection with the use of applicable Content, or otherwise credit Creator in the event Client re-posts any Content. In addition, Creator hereby grants to the Client a worldwide, non-exclusive, perpetual, irrevocable, royalty-free right and licence to (1) continue to use and display the applicable Content in the manner originally featured or used by the Client on Client’s website and social media channels (for clarity this permits Client to leave in place posts made during the period specified in the SOW but not to create new posts) and (2) to continue to use and display the applicable Content for all internal non-public uses of the Client.

Creator hereby grants to the Company a limited, worldwide, non-exclusive, royalty free, perpetual and irrevocable right and licence to use the Content (including Creator’s name and likeness) for the purpose of marketing on the Social Media Channel accounts owned, controlled or licenced by the Company, as well as such third party digital and print platforms as the Company may elect in its sole discretion, which shall include but not be limited to internet rights, publication rights, white paper rights, newspapers, magazines, e-mail marketing, and brochures.

b. Ownership Option 2: Additional Digital Rights

(i) Ownership of Content. Except with regard to any Client Works incorporated therein, Creator shall own, exclusively and in perpetuity, any and all intellectual property rights, including trademarks, trade secrets, trade dress, design, mask work, copyrights, and patent rights, and other rights of whatever kind and character, throughout the universe and in any and all languages, in and to the Content.

(ii) Licences to Content. Creator hereby grants to the Client a worldwide, non-exclusive, royalty-free right and licence, during the applicable periods specified in the SOW (or, if none, the default period specified in this Section 9) and subject to any other limitations set forth in the applicable SOW, to (A) feature any and all Content generated by Creator (including Creator’s name and likeness) on all Social Media Channel accounts owned, controlled or licenced by the Client, (B) repost any and all Content generated by Creator (including Creator’s name and likeness) in one or more sponsored posts distributed through Social Media Channels or other media channels. For clarity and the avoidance of doubt, the foregoing permits Client (and Company on behalf of Client) to repost any and all Content or part thereof and to use paid media in support of the reposting whether the reposts promote a Social Media Channel account owned, controlled or licenced by the Client or via the Creator’s social media channel(s)/handles(s), and (C) feature, use and distribute any and all Content or part thereof generated by Creator (including Creator’s name and likeness) through any digital media or digital assets, whether in existence as of the date hereof or developed subsequently, as determined in Client’s sole discretion; provided, for the avoidance of doubt, that such digital media or digital assets shall not be deemed to include television or out-of-home billboards. Client agrees to use Creator social media handles specified in the applicable SOW (e.g. @[Creator] or #[Creator] in connection with the use of applicable Content, or otherwise credit Creator in the event Client re-posts any Content. In addition, Creator hereby grants to the Client a worldwide, non-exclusive, perpetual, irrevocable, royalty-free right and licence to (1) continue to use and display the applicable Content in the manner originally featured or used by the Client on Client’s website and social media channels (for clarity this permits Client to leave in place posts made during the period specified in the SOW but not to create new posts) and (2) to continue to use and display the applicable Content for all internal non-public uses of the Client.

Creator hereby grants to the Company a limited, worldwide, non-exclusive, royalty free, perpetual and irrevocable right and licence to use the Content (including Creator’s name and likeness) for the purpose of marketing on the Social Media Channel accounts owned, controlled or licenced by the Company, as well as such third party digital and print platforms as the Company may elect in its sole discretion, which shall include but not be limited to internet rights, publication rights, white paper rights, newspapers, magazines, e-mail marketing, and brochures.

c. Ownership Option 3: Work for Hire

(i) Ownership of Content. Creator acknowledges and agrees that all Content and all copyrightable material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets which relate in any manner to the business of the Client that are conceived, made or discovered by Creator, solely or in collaboration with others, in performance of the Services or the implementation of the Campaign (collectively, “Work Product”), are the sole property of the Client. To the extent allowable under applicable law all Work Product shall constitute a “work made for hire” as such term is defined in 17 U.S.C. Section 101, made solely for the benefit of the Client. In the event that any right, title or interest to any Work Product, or part thereof, may not, by operation of law, vest in the Client or is determined not to be a “work made for hire” for any reason, then Creator hereby irrevocably conveys, transfers and assigns to the Client all right, title and interest, in perpetuity and throughout the world and without further consideration, in and to such Work Product, and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor. The assignment of the Work Product under this Agreement includes all rights of paternity, integrity, attribution and withdrawal and any other rights known as, or substantially similar to, “moral rights.” To the extent such moral rights may not be assigned under applicable law, Creator hereby waives such moral rights and consents to any action in connection therewith, including any violation of such moral rights, in the absence of such consent. Creator shall provide to the Client, or to the Company on the Client’s behalf, all reasonable assistance to enable, and execute all documents necessary to assist with enabling, Client to prosecute, perfect, register or record its rights in any Work Product. Creator represents and warrants that it has secured all necessary assignments from its personnel to convey ownership of the Work Product as contemplated hereunder.

(ii) Licence to Work Product Subject in each case to the Client’s prior review and written approval in each instance in accordance with Section 2, during the Term of this Agreement, on behalf of the Client, the Company hereby grants to Creator a limited, revocable, non-exclusive, royalty-free, licence to use the Work Product only as required for Creator to perform the Services and implement the Campaign to which such Work Product relates. Upon any expiration or termination of this Agreement, the rights and licences granted to Creator hereunder will automatically terminate and Creator shall immediately cease any and all use of the Work Product; provided, that the Client hereby grants to Creator a worldwide, non-exclusive, perpetual, irrevocable, royalty-free right and licence to continue to use and display the applicable Work Product in the manner originally featured or used by Creator during the permitted posting period specified in the applicable SOW, as well as for all internal uses of Creator.

To the extent that any copyrighted materials of Creator that were developed or created by Creator prior to the Effective Date of the applicable SOW (collectively “Creator Intellectual Property”), are incorporated into the Work Product, Creator hereby grants to the Company, for the Company itself and to the Company for the Client’s benefit, and each of the Company’s and the Client’s respective agents, employees, licencees, vendors, and representatives a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, fully sub-licensable and transferable unrestricted right and licence to use, reproduce, distribute, transmit, publicise, display, modify, adapt, translate, create derivative works from, and exploit, in whole or in part, edited or otherwise modified, alone or with other materials, in whatever form or medium, the Creator Intellectual Property incorporated into the Work Product.
Third Party Licences. Creator shall be solely responsible for obtaining, in a form acceptable to and approved in writing by the Company, any required licences, permissions or approvals from third parties, contributors, and/or other affected rights holders with regard to third party content incorporated into the Content by Creator, as necessary for the Company and/or the Client to make full and unrestricted use of the Content as set forth herein, including by way of example and without limitation, requiring all individuals appearing in the Content, to sign an authorisation, consent and release form and granting to the Company and the Client all licence and publicity rights necessary for the Company or the Client to make use of the name, likeness, image, biography, statements, avatar, and/or social media name and handle and other indicia of such individual contained in the Content. Creator will provide the Company with copies of such consents upon its written request.
Creator Representations and Warranties. Creator represents, warrants and covenants that (a) Creator shall provide all Services under each applicable SOW with commercially reasonably skill and care in a competent and professional manner and at a level of quality not less than that prevailing in the industry, (b) Creator has the proper skills, training and background to enable Creator to perform such Services under the SOW in a competent and professional manner and to exercise the diligence ordinarily exercised by members of Creator’s industry, (c) Creator shall comply with all applicable laws and regulations in connection with the performance of the Services and each applicable Campaign, including, without limitation, laws and regulations concerning advertising and promotional campaigns, including, without limitation, the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, (d) Creator shall comply with all terms of use, privacy policies, and other terms, rules or policies that are applicable to any Social Media Channel, (e) subject to the licence grants pursuant to Section 8 and Section 9, Creator has all consents, permissions or licences necessary for Creator to create the Content as contemplated hereunder; (f) the Content does not violate any copyright, trademark, or other intellectual property or proprietary right of any other party, (g) Creator is at least 21 years of age and upon request by the Company at any time during the Term, will provide proper evidence of his or her age in the form of a valid driver’s licence, passport or other acceptable government-issued identification as determined by the Company in its sole discretion, and (h) Creator shall not engage in any fraudulent activity or other activity that would falsely or artificially increase or affect the number of Creator’s followers, “likes” or other indicators of Creator’s audience or reach on any applicable Social Media Channel, including, without limitation, with regard to a particular Campaign.

Company represents and warrants that: (i) it has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder; (ii) its performance hereunder (and/or that of its personnel) will not conflict with any non-competition or confidentiality agreements with third parties; and (iii) the content, works, materials, and intellectual property supplied by Company and/or Client, when used as specified in this Agreement do not and will not infringe, misappropriate, or otherwise violate the intellectual property rights of any third party.
Indemnification; Limitation of Liability.

a. Indemnification. Creator agrees to indemnify, defend and hold harmless the Company and the Client, and their respective parents, subsidiaries and affiliates, and each of their officers, directors, agents and employees, from and against any and all claims, demands, liabilities, fees, costs or expenses (including reasonable attorneys’ fees) arising out of or related to, in whole or in part, (i) the Content (excluding any Client Works incorporated therein if used as permitted hereunder) and/or any act or omission of Creator or its employees, agents, trustees, partners, officers or directors, (ii) the content or operation of Creator’s digital properties or any Creator webpages or digital properties on Social Media Channels (e.g. YouTube channels or social media posts) on which Content appears, and (iii) Creator’s performance of, or failure to perform, its obligations under this Agreement; including, without limitation, any claims, actions or proceedings for libel, slander, invasion of privacy, infringement of trademark, copyright, licence, or other intellectual property rights, unfair or improper trade practices or other wrongful business conduct, including, without limitation, claims relating to Creator’s fraudulent activity or other activity that would falsely or artificially increase or affect the number of Creator’s followers, “likes” or other indicators of Creator audience or reach, or claims for bodily injury, death or property damage, or loss or employment claims.

b. Limitation of Liability. The Company shall not be liable for Creator’s misconduct. Content created by Creator(s) in connection with any Campaign is the sole responsibility of Creator, and the accuracy of such Content is not endorsed or guaranteed by the Company. The Company and its affiliates, successors, assigns, employees, agents, directors, and officers assume no responsibility or liability which may arise from the Content, including, but not limited to, claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation.

IN ADDITION, CREATOR ACKNOWLEDGES AND AGREES THAT THE COMPANY SHALL NOT BE LIABLE TO CREATOR, ITS PARENTS, SUBSIDIARIES, OR AFFILIATES, AND/OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, UNDER THIS AGREEMENT OR IN ANY WAY RELATED TO THIS AGREEMENT, FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST WAGES AND SAVINGS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF THE COMPANY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL PAYMENT BY THE COMPANY TO CREATOR FOR THE APPLICABLE CAMPAIGN OR SERVICES TO WHICH SUCH CLAIM RELATES.
Confidentiality. Creator hereby acknowledges that the Company’s privacy, and that of the Client, is highly valued and that all efforts are made to maintain confidentiality with respect to Confidential Information (as defined below). Creator shall hold in confidence using commercially reasonable measures, and not directly or indirectly divulge to any third party, any Confidential Information. For purposes of this Agreement, “Confidential Information” means any financial information, the identity of the Client and/or any Client lists or Client contact information, or any brand strategy, marketing plans, technical data, intellectual property, content or know how relating to ideas, discoveries, inventions, concepts, software, equipment, designs, drawings, specifications, techniques, processes, models, data, documentation, diagrams, research, development, business plans or opportunities, business strategies, future projects or products, projects or products under consideration, procedures, and information related to finances, creators, costs, prices, contractors and employees that are provided to Creator by the Company in connection with the applicable Campaign or Services or otherwise with regard to the relationship contemplated hereunder. All of the foregoing information is proprietary, and disclosure of such information to third parties or unauthorised use of such information would cause substantial and irreparable harm and injury to the Company’s and/or the Clients ongoing business for which there would be no adequate remedy at law. Accordingly, in the event of any breach or attempted or threatened breach of any of the terms of this Section, the Company shall be entitled to receive injunctive and other equitable relief without need of posting a bond, and without limiting the applicability of any other remedies.
Non-circumvention. Creator agrees that during the Term of this Agreement and for one (1) year from the expiration or termination of this Agreement it will not, either directly or indirectly, contact the Client for the purpose of entering into, or attempting to enter into, any negotiations or contractual obligations with the Client which could reasonably be construed to circumvent the efforts of Company under this Agreement.
Miscellaneous.
Severability. If any provision of the Agreement (including the SOW and these Terms) shall be found invalid, illegal, or unenforceable, in whole or in part, then such provision shall be modified or restricted so as to effectuate as nearly as possible in a valid and enforceable way the provisions hereof, or shall be deemed excised from the Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as so modified or restricted or as if such provision had not been originally incorporated herein, as the case may be.
Independent Contractor. In providing services to the Company, Creator will act as an independent contractor, and it is expressly understood and agreed that this Agreement is not intended to create, and does not create, any partnership, agency, joint venture or similar relationship.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to such matters.
Modification or Assignment. This Agreement may be modified or amended only with the written consent of both Parties. Creator may not assign, transfer, or delegate any duty or obligation to perform such Services under the SOW or this Agreement. Any such attempted assignment shall be null and void.
Waiver. Neither the failure nor any delay on the part of either party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof.
Notice. Notices required by this Agreement must be in writing and delivered by certified mail, return receipt requested. Notice by email shall be sufficient upon sending if to the email address provided by recipient in the notice, contact, payment information or other informational section of the Agreement. If to another email address, notice by email shall be sufficient provided the receipt of the email is acknowledged by a non-automated response from the intended recipient.
Governing Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties agree that any legal action arising from or related to this Agreement shall be exclusively filed and heard in the appropriate courts of England and Wales. Each party hereby consents to the personal jurisdiction of such courts and waives any objection to venue therein.

Updated: February 2024