Terms of Service
This contract is entered into by and between:
UGC for Future,
(hereinafter referred to as “Creator”)
AND
The Brand, who purchased an order,
(hereinafter referred to as “Brand”);
1. WORK AND PAYMENT.
1.1 Project. The Brand, is hiring the creator to do the following: The Creator will create the agreedupon content for the Brand, outlined in Section 1.2
1.2 Deliverables. The Creator will turn in the final deliverables for the Brand including:
A) Contents purchased, following Creative Brief provided by the Brand.
B) 1 revision round before final approval.
1.3 Schedule. The Creator will begin work when the Brand has made the initial payment and the product has been received and final deliverables will be sent in 7 business days after receiving the product. This Contract can be ended by either Brand or Creator at any time, pursuant to the terms of Section 6, Terms and Termination.
1.4 Payment. The Brand will pay the creator as stated in your invoice after purchasing an order. The payment will be made fully to begin the project.
1.5 Expenses. The Brand will not reimburse the Creator’s expenses.
1.6 Invoices. The Brand agrees to pay the amount owed directly before purchasing content.
2. OWNERSHIP AND USAGE RIGHTS.
2.1 The Brand Owns Work Product after submission is approved and payment is made. The video may remain on social media, on websites, and in paid advertising for as long as the Brand wishes to do so. To avoid confusion, the Work Product is the finished product which is approved by the Brand. The Creator hereby gives the Brand this Work Product in agreed upon turnaround time after product received. This means that the Creator hereby gives the Brand the usage rights of the Work Product, and as a result the Brand can use it on different online platforms.
2.2 Creator’s Use Of Work Product. Once the Creator gives Work Product to the Brand, the Brand gives permission for the Creator to use the Work Product as part of portfolios and websites, in galleries, and in other media, so long as it is to showcase the work and not for any other purpose. The Brand is not allowed to take back this license, even after the contract ends.
2.3 Creator’s Intellectual Property (IP) That Is Not Work Product. During the course of this project, the Creator might use intellectual property that the Creator owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are original scripts, original songs or extracted sound clips, pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Creator is not giving the Brand this background IP. But, as part of the Contract, the Creator is giving the Brand a right to use and license the background IP to develop, market, sell, and support the Brand’s products and services. The Brand may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 9.1 (Assignment). The Brand cannot sell or license the background IP separately from its products or services. The Creator cannot take back this grant, and this grant does not end when the Contract is over.
2.4 Creator’s Right To Use Brand IP. The Creator may need to use the Brand’s intellectual property to do its job. For example, if the Brand is hiring the Creator to create a video, the Creator may have to use the Brand’s logo. The Brand agrees to let the Creator use the Brand’s intellectual property and other intellectual property that the Brand controls to the extent reasonably necessary to do the Creator’s job. Beyond that, the Brand is not giving the Creator any intellectual property rights, unless specifically stated otherwise in this Contract.
3. REPRESENTATIONS
3.1 Overview. This section contains important promises between the parties.
3.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.
3.3 Creator Has Right To Give The Brand Work Product. The Creator promises that it owns the work product, that the Creator is able to give the Work Product to the Brand, and that no other party will claim that it owns the Work Product
3.4 Creator Will Comply With Laws. The Creator promises that the manner it does this job, its Work Product, and any background IP it uses comply with applicable Germany and foreign laws and regulations to the knowledge of The Creator.
3.5 Brand Will Review Work. The Brand promises to review the Work Product, to be reasonably available to the Creator if the Creator has questions regarding this project, and to provide timely feedback and decisions.
3.6 Brand-Supplied Material Does Not Infringe. If The Brand provides the Creator with material to incorporate into the work product, the Brand promises that this material does not infringe on someone else’s intellectual property rights.
4. TERMS AND TERMINATION.
This Contract is ongoing until the work is completed (no longer than a period of 6 months). Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end on a predetermined date. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 9.4. The Creator must immediately stop working as soon as it receives this notice, unless the notice says otherwise. If either party ends this Contract before the Contract automatically ends as explained in the first sentence of this paragraph, the Brand will pay the Creator a guaranteed payment of 50% of the total payment (EUR) and the Brand will reimburse the Creator for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Representations); 6 (Confidential Information); 7 (Limitation of Liability); 8 (Indemnity); and 9 (General).
5. INDEPENDENT CONTRACTOR.
The Brand is hiring the Creator as an independent contractor. The following statements accurately reflect their relationship:
- The Creator will use its own equipment, tools, and material to do the work.
- The Brand will not control how the job is performed on a day-to-day basis. Rather, the Creator is responsible for determining when, where, and how it will carry out the work.
- The Brand does not have to provide the Creator with any training.
- The Brand and the Creator do not have a partnership or employer-employee relationship.
- The Creator cannot enter into contracts, make promises, or act on behalf of the Brand.
- The Creator is not entitled to the Brand’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).
- The Creator is responsible for its own taxes.
- The Brand will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Creator or any of the Creator's employees or subcontractors.
6. CONFIDENTION INFORMATION.
6.1 Overview. This Contract imposes special restrictions on how the Brand and the Creator must handle confidential information. These obligations are explained in this section.
6.2 The Brand’s Confidential Information. While working for the Brand, the Creator may come across, or be given, Brand information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Creator promises to treat this information as if it is the Creator’s own confidential information. The Creator may use this information to do its job under this Contract, but not for anything else. For example, if the Brand lets the Creator use a customer list to send out a newsletter, the Creator cannot use those email addresses for any other purpose. The one exception to this is if the Brand gives the Creator written permission to use the information for another purpose, the Creator may use the information for that purpose, as well. When this Contract ends, the Creator must give back or destroy all confidential information, and confirm that it has done so. The Creator promises that it will not share confidential information with a third party, unless the Brand gives the Creator written permission first. The Creator must continue to follow these obligations, even after the Contract ends. The Creator’s responsibilities only stop if the Creator can show any of the following: (i) that the information was already public when the Creator came across it; (ii) the information became public after the Creator came across it, but not because of anything the Creator did or didn’t do; (iii) the Creator already knew the information when the Creator came across it and the Creator didn’t have any obligation to keep it secret; (iv) a third party provided the Creator with the information without requiring that the Creator keep it a secret; or (v) the Creator created the information on its own, without using anything belonging to the Client.
6.3 Third-Party Confidential Information. It’s possible the Brand and the Creator each have access to confidential information that belongs to third parties. The Brand and the Creator each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Brand or the Creator is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.
7. LIMITATION OF LIABILITY.
7.1 Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.
8. INDEMNITY.
8.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Brand or the Creator or both. For example, if the Brand gets sued for something that the Creator did, then the Creator may promise to come to the Brand’s defence.
8.2 Creator Indemnity. In this Contract, the Brand agrees to indemnify the Creator (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorney’s fees) related to a third-party claim or proceeding arising out of a breach by the Brand of its obligations under this Contract.
9. GENERAL.
9.1 Assignment. This Contract applies only to the Brand and the Creator. The Creator cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Brand’s written permission. In contrast, the Brand may assign its rights and delegate its obligations under this Contract without the Creator’s permission under reasonable circumstances such as, if another brand buys out the Brand.
9.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the German Arbitration Institute (DIS) in accordance with its commercial arbitration rules.
9.3 Modification; Waiver. To change anything in this Contract, the Brand and the Creator must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
9.4 Notices (a). Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice. (b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.
9.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.
9.6 Signatures. The Brand and the Creator are already signed this document after the brand paid an order.
9.7 Governing Law. The laws of the state of Republic of Germany (BRD) govern the rights and obligations of the Brand and the Creator under this Contract, without regard to conflict of law principles of that state.
9.8 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.
By purchasing an order, I agree to the terms and conditions of this contract.
