Last Updated: 19 July 2022
1.1. SassyUGC (herein referred to as “UGC”, “we”, “us” or “our”) owns and operates the website http:// sassy-ugc.com, platforms, including UGC [www.sassyugs.com] (the “Website”) and makes available marketing and promotional services (the “UGC Services”). All use of the UGC Services and Website is subject to the terms and conditions contained in this Terms of Service Agreement, as amended from time to time (the “Agreement”). Please read this Agreement carefully. By accessing, creating an account, browsing, or otherwise using the UGC Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, you shall not access, browse, or use the UGC Services.
1.2 You understand and agree that we may change this Agreement at any time without prior notice. Any changes to this Agreement will be posted on this page and will indicate the latest revision. You may read a current, effective copy of this Agreement at any time by visiting http://sassy-ugs.com/terms-of-service. SASSY UGS will notify you of any changes to this Agreement either through a pop-up notice, email, or other reasonable means. We are not responsible for lost notifications. Any such changes will become effective no earlier than thirty (30) days after they are posted, with the exception to any changes made to UGC functionality, services or for any legal reasons that are effective immediately. Continuation to browse UGC websites and/or use UGC services will constitute as your agreement to any changes made to the Agreement.
1.3 Additional Terms. In addition, when using UGC, you will be subject to any additional terms applicable to our services that may be posted on the UGC websites and/or services from time to time, including without limitation, UGC’s Privacy Policy (the “Privacy Policy”), additional terms and conditions applicable to the Brands and Creators. All such terms and conditions are hereby incorporated by reference into this Agreement.
1.4 ARBITRATION. PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. SECTION 10 OF THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT, (A) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST UGC ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (B) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (C) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED IN A COURT OF LAW.
2.1 The purpose of SassyUGS is to connect business (“Brands”) with their community on social media (“Creators”) and enable social media marketing and user-generated content campaigns: create and manage relationships, arrange products/services giveaways, enable user generated content purchases and distribution on social media; subject to compliance with these Terms of Service. In these Terms of Service, Brands and Creators are collectively and individually referred to as “users” or “you” as the context requires.
2.2 Your access to and use of UGC SHOP is conditional upon your agreement and acceptance of these Terms of Service. Continuation to use UGC SHOP is regarded as acceptance of these Terms of Service. If you do not wish to be bound by these Terms of Service, do not use the Website.
2.3 Sassy UGC may at any time revise these Terms of Service by updating this page. Revisions will take immediate effect and may affect your ability to use the Website. Since you are bound by these Terms of Service each time you use SASSY UGC, you should check these Terms of Service for any revisions each time you use it and wherever prompted to do so. Your use of SASSY UGC following the posting of any revisions to these Terms of Service constitutes your acceptance of those revisions.
2.4 Sassy UGC reserves the right to change the Website in any way it sees fit. Even if you have an Account, your ability to access and use Sassy UGS may be terminated at any time without notice to you.
2.5 Any costs associated with using SASSY UGC remain your responsibility and are dependent on the service provider used.
3.USING THE UGC WEBSITE
3.1 SASSY UGC allows Brands to purchase user-generated content for them to use in advertisements, on social media, in emails and on their respective websites (or wherever they see fit), which include, but is not limited to, the following activities:
3.1.1 Acquire Creators’ content, created specifically for the Brand;
3.1.2 Acquire distribution on social media channels, owned and operated by Creators; and
3.1.3 Provide Creators with affiliate commissions, based on sales made through Creators’ channels if previously agreed upon.
3.2 Brand acquires the rights to any content, created by Creator via UGC SHOP, in accordance with a Rights License.
3.3 The relevant Brand is solely responsible for:
3.3.1 providing accurate and comprehensive campaign, Creator and/or content requirement description (Campaign Brief);
3.3.2 ensuring product giveaways or service trials;
3.3.4 (if chooses to) approving campaign participants and content created for the Brand in a timely manner; and
3.3.5 timely payments for executed campaign or user-generated content received.
3.4 SASSY UGC allows Creators to participate in social media marketing and/or user-generated campaigns by:
3.4.1 providing tailored social media marketing and/or user-generated content campaigns with accurate and comprehensive requirements;
3.4.2 publish content on Creator owned social media channels in accordance with Campaign Brief and other requirements, provided in advance; and
3.4.3 create user-generated content for Brands in accordance with Campaign Brief and/or other requirements, provided in advance.
3.5 Creator is solely responsible for:
3.5.1 providing accurate and up to date personal, contact and social media account information;
3.5.2 ensuring compliance with Campaign brief and/or other requirements, provided in advance. SASSY UGC reserves the right to decline Creators work until provided requirements are matched to desired standards;
3.5.3 timely delivery, in accordance with Campaign Brief and/or other requirements, provided in advance; and
3.5.4 include necessary information, required by SASSY UGC, Brand or the governing law when publishing on owned social media channels, including but not limited to ad disclaimers.
3.6. Creators and Brands agree that they will not attempt to negotiate terms or payment for the social media marketing campaign or user-generated content.
3.7. You may not decompile, reverse engineer, disassemble, convert or authorize any third party to decompile, reverse engineer, disassemble or otherwise convert any element of SASSY UGC to a human perceivable form; distribute or republish any element of UGC SHOP in any way; resell, rent, lease or lend any element of UGC SHOP; defeat, disable or circumvent any security feature of SASSY UGC; or transfer any element of SASSY UGC to any third party.
3.8 To use SASSY UGC, users must be eligible to use the social media Websites (under the relevant platforms prevailing terms and conditions) upon which they intend to publish Posts. By using any social media applications or features on SASSY UGC, you also consent and agree to be bound by the particular terms and conditions of use of the social media platform.
3.9 You are solely responsible for your interactions with other users of SASSY UGC. You agree that UGC is not responsible for the conduct of any user.
3.10 You must not engage in crawling, scraping, caching or otherwise accessing any content on SASSY UGC via automated means, except with UGC’s written consent.
3.11 Nothing in these Terms of Service is intended nor does create a partnership, agency, employment or fiduciary relationship between SASSY UGC and any user.
3.12 Subject to your compliance with these Terms of Service, you are granted a limited, non-exclusive, revocable and non-transferable license to access and use SASSY UGC in the manner anticipated in these Terms of Service. Any costs associated with accessing and using SASSY UGC generally remains your responsibility and is dependent on the service provider used. You are responsible for ensuring that your computer system or mobile device is compatible with SASSY UGC and meets all relevant technical specifications necessary to obtain the benefit of the SASSY UGC store.
3.13 SASSY UGC may contain links to other sites not maintained by UGC (“Linked Sites”). UGC is not responsible for the content of any Linked Sites, whether or not UGC is affiliated with the Linked Sites. UGC does not in any way endorse any Linked Sites and is not responsible for the quality or delivery of any products or services offered, accessed or advertised by such Linked Sites. To the extent that these Linked Sites collect personal information or contributions from you, UGC shall bear no responsibility or liability for the manner in which such information or postings are used or exploited. The Linked Sites are for your convenience only and you agree to access them at your own risk.
3.14 You also acknowledge and consent to the SASSY UGC Website accessing information you may have shared with the particular social media platform and contacting you via the social media platform or via the information you have shared (for example, sending an email directly to you to the email address provided to the social media platform), in accordance with the permissions you have granted via the social media platform. You are encouraged to review the terms and conditions of use of each social media platform before engaging or interacting with the social media links, applications or features on the UGC Website. The UGC Website is in no way sponsored, endorsed or administered by, or associated with, any social media platform.
4.1 In order to use the UGC Website, users must register an account via the Website in the manner required and as set out in these Terms of Service.
4.2 SASSY UGC reserves the right to refuse or cancel registration of an Account for any reason in its sole discretion.
4.3 All information provided when registering an Account must be current, correct and complete. Incomplete, ineligible or incomprehensible Account registrations will not be valid. You must be logged in to your Account in the manner required each time you wish to use the SASSY UGC. You may never use another’s Account without permission.
4.4 You are responsible for maintaining the strict confidentiality of your Account details and for any activity under your Account. You agree to immediately notify SASSY UGC of any unauthorized use of your Account or any other breach of security. It is your sole responsibility to control access to and use of your Account and to notify SASSY UGC when you desire to cancel your Account. SASSY UGC will not be responsible or liable for any loss or damage arising from your failure to comply with this provision.
4.5 SASSY UGC retains the right and absolute discretion to terminate your Account and/or access to the SASSY UGC Website (or any element thereof) if it believes that you are abusing or tampering with the UGC Website (or any element thereof) in any way, that you have breached these Terms of Service, or that you have engaged in any unlawful, unethical, unsportsmanlike or other misconduct calculated to jeopardize the proper administration of the UGC Website (or any element thereof).
4.6 The use of any automated software or any other mechanical or electronic means allowing a member to create Accounts is prohibited. SASSY UGC reserves the right to suspend or terminate your Account if it believes you are engaging in such activity.
4.7 Users understand that in creating an Account they are providing their information to SASSY UGC and not to any social media platform. Users of the SASSY UGC Website (whether Creators or Brands) are solely responsible and liable for any Content or information they transmit to other users. To the extent permitted by law, each user of the SASSY UGC Website agrees to indemnify, defend and forever hold harmless, all social media platforms and their associated agencies and companies, against any and all losses, actions, claims, costs, expenses and damages (of any nature) which may be incurred by the user in respect of their use of the UGC Website. Any questions, comments or complaints about the UGC Website must be directed to SASSY UGC and not to any media or social media platforms.
5.1 Creator Eligibility
5.1.1 Any person must be of age to use social media platforms (including but not limited to Instagram and Facebook) to register Creator Account on the SASSY UGC Website.
5.1.2 In order to participate in any Campaigns and earn compensation via SASSY UGC, Creators must meet the following minimum standards:
5.1.2.1 channels must be public (viewable by anyone);
5.1.2.2 Instagram account must be set to Business or Creator account; and
5.1.2.3 channels may not contain any inappropriate, unethical, disrespectful content or content that is contrary to these Terms of Service or to the terms of use of the relevant social media platform of the Creator’s social media channels.
5.1.2.4 submit their content on time and must be approved by client.
5.2 Further Terms for Creator Accounts
5.2.1 If you do not meet the minimum standard, you may not be able to participate in Campaign or access the full functionality of the Website.
5.2.2. To register Creator Account, user must sign in to the Website with their Instagram, Facebook account or other provided manner. In order to participate in Campaigns, Creator must connect their Instagram account in the manner required. SASSY UGC Website will not publish any content on Creator’s behalf on owned social media channels.
5.3 Creator Compensation
5.3.1 Creators are compensated for their original content, created and published for the Brand in the social media marketing campaign (Posts) and/or content units (Content) created and delivered to Brand in user-generated content campaign.
5.3.2 Creators must share the visual, text content and other details to be used in the Post that are specified by the Brand in the Campaign for the approval.
5.3.4 If Creator is required to publish content on his/her own social media channels, he/she must do so within the agreed time frame. The post must be published exactly as approved by SASSY UGC or Brand without any alterations.
5.3.5 In cases Brand purchases Content only, Creator must transfer all Rights to the content units to Brand and SASSY UGC and must not post it on his/her own channels, unless specified otherwise.
5.4 Terms for Participating in a Campaign
5.4.1 Posts and Content must adhere to the requirements contained in these Terms of Service, requirements imposed by Brands and SASSY UGC at the time of submitting the Post for approval. Posts and Content which do not comply with this condition may be rejected until all requirements are met.
5.4.2 Creators must clearly disclose in Posts their relationship with the Brand. SASSY UGC requires that you make such disclosures in such a way so that it is clear to the ordinary consumer that there is a commercial relationship between Creator and Brand. This may be achieved through the use of hashtags such as #advertisement or #ad or through other means suitable to your particular circumstances, Community and Channel.
5.4.3 Creators must not misrepresent the size of their audience or their numbers of followers, engagement. Followers must be obtained organically and not through unethical behaviour, including but not limited to purchasing followers, bots, likes or engagement. In the event that SASSY UGC suspects (in its sole discretion) that Creators are not complying with the requirement for followers to be authentic and organically grown, SASSY UGC reserves the right not to include Creator in the Campaigns on the SASSY UGC Website.
5.4.4 You warrant, in respect of each Post and/or Content created for the Campaigns, that:
5.4.4.1 you are of legal age to create, own and operate social media channels;
5.4.4.2 you own the Intellectual Property Rights in the relevant Post and/or Content and have the right, as applicable, to license the Post and/or Content to SASSY UGC and the Brand in the manner set out in these Terms of Service;
5.4.4.3 the relevant Post and/or Content does not violate the privacy rights, contract rights or other rights (including Intellectual Property Rights) of any person, corporation or entity;
5.4.4.4 the relevant Post and/or Content does not contain any misrepresentation or suggestion that you or any entity has the approval or sponsorship of any other entity which you or it does not have;
5.4.4.5 any and all opinions and views stated in the relevant Post are genuinely held by you;
5.4.4.6 and any and all statements in the relevant Post regarding your use and experience of the Brand or the Brand’s products or services are true and correct and representative of your opinion regardless of whether you are paid for such content or not, and fairly represent your use and experience and you will promptly notify UGC SHOP if your opinion of the Brand changes from that which you have expressed to date;
5.4.4.7 the relevant Post and/or Content does not contain any representations or material which you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive;
5.4.4.8 the relevant Post and/or Content is original and does not contain materials that have been previously broadcast, streamed, published, posted onto any social media channel, or otherwise communicated to the public by you in any way and does not contain materials that have been used in previous marketing materials or promotions for any third party or which otherwise infringe the rights of any third party;
5.4.4.9 if you are a member of any guild, union or industrial organization, you have not entered into any other agreement, arrangement or understanding which would or may prevent or limit you from adhering to these Terms of Service, performing your obligations or granting the rights and benefits set forth herein, or result in a conflict of interest; and
5.4.4.10 the use of the Post and/or Content and the exercise of the Intellectual Property Rights in the relevant Post and/or Content by the Brand and SASSY UGC will not infringe any legal rights, copyright or other Intellectual Property Rights of any person or entity nor give rise to a liability to pay compensation.
5.4.5 You acknowledge and agree that the Brand and SASSY UGC has the right at any time to use and moderate any content after submission to SASSY UGC. You also acknowledge and agree that if you post an incorrect Post, the Brand or SASSY UGC may request that you post the correct approved Post and that you will immediately comply with such a request.
5.4.6 You acknowledge and agree that the Brand and SASSY UGC has the right at any time to request that you remove any approved Post from your Channels and that you will comply with such a request immediately upon receipt of notification, subject to Payment in full to you of the Post Fee in accordance with these Terms of Service.
5.4.7 SASSY UGC and the relevant Creator and Brand acknowledge and agree that any necessary public relations announcements regarding the removal or modification of a Post, as the case may be, will be agreed by SASSY UGC and the relevant Creator and Brand before publication.
5.5 Rights in Content and Posts
5.5.1 All right, title and interest in all Intellectual Property Rights in Posts will remain the property of the Brand. These Terms of Service are constituting a transfer, assignment and grant of any ownership rights in the Content created by the Creator to the Brand, such assignment being absolute, worldwide and for all uses and purposes including, without limitation the re-assignment of the Content to any other person or entity (including a Brand), licensing the Content to any other person or entity (including a Brand), the making of any modifications, enhancements, adaptations or versions of the Content, creating derivative works, and including any releases of the post in any medium. You must, upon request by the Brand, execute all documents and perform all acts necessary to vest all intellectual property rights.
5.5.2 In addition to the above and in consideration of Payment or non-financial compensation previously agreed upon for the Post and/or Content, the Creator agrees to grant in respect of each and every Post and/or Content:
5.5.2.1 the right to edit and re-format the Post and/or Content into such formats or versions for use by SASSY UGC or clients in such media as SASSY UGC and client requires in accordance with this clause;
5.5.2.2 a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable license to use the Post and/or Content for the purpose of marketing and promoting Brand and/or SASSY UGC (and its products and services) in any manner, without further notification to or consent of the Creator or any further compensation payable to the Creator;
5.5.2.3 the right to use the Creator’s Identity and performances in the Post and/or Content and to communicate the Post to the public in all languages, in all media including but not limited to: all online paid media (including but not limited to digital banners); in all online owned media (including but not limited to the website of SASSY UGC and internal communications of SASSY UGC); in all social media (including but not limited to the social media channels of SASSY UGC); and in any earned media or public relations activity published by a third party (including but not limited to print, digital and/or social media); and
5.5.2.4 the right to organically share, comment upon and organically re-post the relevant Post and/or Content in the social media channel upon which the Post and/or Content was published.
5.5.3 You acknowledge and agree that the relevant Brand will not be required to remove from its social media channels any Post and/or Content or any comment, share or re-post of a Post and/or Content.
5.5.6 By submitting Content, Creators grant to SASSY UGC and its successors, licensees and assigns, to the maximum extent permitted by law, an unconditional and irrevocable waiver of all Moral Rights in the Content and/or Post, and genuine consent to SASSY UGC and its successors, licensees and assigns, to use, deal, reproduce, publish, transmit, adapt, edit, change, modify or relocate the Post and/or Content, whether in whole or in part, and whether alone or in combination with any other materials, including where such acts involve an infringement of any Moral Rights subsisting in the Post and/or Content.
5.6 Creator Restraints
5.6.1 As a Creator, you agree that you will not:
5.6.1.1 delay submitting content the SASSY UGC has given its approval to your creation and you must send it within the time frame provided in the Content Brief and agreed upon with SASSY UGC;
5.6.1.2 remove the Post from your Channels for a period of 90 days after the Post is published, expiring at 11:59pm on the ninetieth calendar day after the Post is published;
5.6.1.3 edit any approved Post before or after it has been published other than in accordance with these Terms of Service, unless otherwise instructed;
5.6.1.4 parody, disparage, give any adverse comment or make fun of the Brand or its products of services generally in any way;
5.6.1.5 create any contextual or surrounding posts or other material on a Channel that in any way detracts from, dilutes the effect of, or undermines a Post or the Brand or its products or services; and
5.6.1.6 You acknowledge that the restrictions contained in the clause above are reasonable in scope and duration having regard to the interests of the Brand and SASSY UGC and that these Terms of Service go no further than is reasonably necessary to protect the interests of the Brand and SASSY UGC.
6.1 Further Terms for Brand Accounts
6.1.1 To register a Brand Account, you must access the SASSY UGC Website and log in in the manner required, including providing your full name, email address, telephone number and credit card details. You will not be charged to create a Brand Account.
6.1.2 With respect to Campaigns, Brand acknowledges and agrees that the Brand’s use of any Post and/or Content is strictly conditional upon payment for the Campaign and then only in accordance with these Terms of Service.
6.2 Payment Terms for Brands
6.2.1 You agree to pay SASSY UGC all fees and charges made to your Brand Account for created content, published Posts and any creator work, in accordance with these Terms of Service.
6.2.2 You must pay all charges in the manner agreed upon creating the Campaign. If no manner for payment is stated, the payment must be made by credit card using a provider authorized by SASSY UGC. SASSY UGC reserves the right to charge a credit card surcharge.
6.2.3 Brands may request that UGC issue an invoice for fees and charges expected to be incurred by the Brand during the course of a Campaign (“Invoice”), prior to the commencement of the Campaign.
6.2.4 Brands may be required an advanced payment for influencer or affiliate Campaign, if:
6.2.4.1 Campaign budget is higher than $USD1,000;
6.2.4.2 The designated content creators will receive the brands' products- for FREE- before creating content; and
6.2.4.3 SASSY UGC, under its sole discretion, identifies a threat to the Creator’s interest.
6.2.3 SASSY UGC reserves the right to refuse any Invoice request in its sole discretion.
6.2.4 Where no terms of payment are stated on an Invoice or otherwise agreed with UGC in writing, the following standard payment terms apply:
6.2.4.1 Transactions made on Credit Card are charged at the end of the month during which such transaction has occurred, for published Posts and approved Content; and
6.2.4.2 Seven days after the issue date of the Invoice.
6.5 Payment of all Invoices is due in accordance with these Terms of Service.
6.6 When you create a Campaign for your Brand, you undertake that you are an authorized user of the card or account (as applicable) nominated on your Brand Account and to pay the applicable charges, that the card details provided are current, correct and complete and that your nominated card or account (as applicable) will cover the full amount of the charges. You must not pay, or attempt to pay, any charges through any fraudulent or unlawful means. Upon receiving your Campaign, we may carry out a standard pre-authorization check of your nominated card or account (as applicable) to verify the details provided and to ensure there are sufficient funds to fulfil the Campaign Budget. The relevant Campaign may not be started until this pre-authorization check has been completed.
6.7 If you fail to pay any charges or we are unable to successfully process your payment of any charges within the timeframe required (as applicable), we reserve the right to charge a late payment fee calculated at a rate of ten percent (10%) per annum but no less than USD$10.00 per month. This amount represents a genuine and reasonable estimate of such costs and expenses associated with managing and processing late payments. We also reserve the right to withdraw credit facilities (where applicable) at any time or to remove your access to the UGC Website. Without limiting our rights, in the event you fail to pay any charges within the timeframe and in the manner required, we reserve the right to suspend or terminate your access to the UGC Website or to suspend or terminate any current Campaigns.
6.8 Terms for Campaigns
6.8.1 UGC in its sole discretion reserves the right to reject Campaigns that do not comply with these Terms of Service or applicable law.
6.8.2 Upon creating the Campaign, you agree to the calculated price per Post and/or Content and confirm Campaign budget.
6.8.3 You must not attempt to instruct, coerce or manipulate Creator to hide the commercial relationship between the Brand (Advertiser) and the Creator. Such attempts may result in Brand being immediately removed from the UGC Website.
6.8.4 You acknowledge and agree that your right to use Post and/or Content is strictly limited in accordance with these Terms of Service. For the avoidance of doubt, you must not use Post and/or Content in any form of paid, sponsored or promoted advertising, including within the social media channel upon which the Post was published (for example, via Facebook Power Editor).
6.8.5 You warrant that:
6.8.5.1 you own the Intellectual Property Rights in Content you upload to the UGC Website and have the right to license the Content to SASSY UGC and Creators in the manner set out in these Terms of Service; or
6.8.5.2 you have the right to license the Content to SASSY UGC and Creators in the manner set out in these Terms of Service;
6.8.5.3 you will not encourage or facilitate any misrepresentation or suggestion that the Brand or any entity has the approval or sponsorship of any other entity which the Brand or entity does not have; and
6.8.5.4 any Content you upload to the SASSY UGC Website does not contain any representations or material which you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive.
6.8.6 Brand acknowledges that Creators are independent third parties and not directly controlled by SASSY UGC. As a consequence, any Posts and/or Content will inherently risk negative or unflattering comments about Brand’s content, products or services.
6.8.7 You acknowledge that SASSY UGC has not made any warranties in respect of the success of any Campaign in respect of your business or commercial performance or otherwise of any Post, Content, Campaign, Channel or other media, marketing communications channel, marketing or advertising campaign, promotion or advertisement.
7.1 All SASSY UGC Materials on the SASSY UGC Website are protected by all applicable laws including copyright and trademark laws unless otherwise specifically noted and may not be used except as permitted in these Terms of Service. Nothing in these Terms of Service will be taken to constitute a transfer, assignment or grant of any ownership rights in any Intellectual Property Rights in the SASSY UGC Materials to a Brand or Creator.
7.2 All right, title and interest in all Intellectual Property Rights in all of SASSY UGC brands, logos, images, buttons, codes, layout, text, content and products and services as displayed on the SASSY UGC Website (the Brand Features) are the property of SASSY UGC and will remain or be vested in SASSY UGC at all times. Your use of the SASSY UGC Website will not under any circumstances be taken to constitute a transfer, assignment or grant of any ownership rights in any of the Brand Features or the UGC Website. SASSY UGC, on a case by case basis and to the extent required, grants you a limited, non-exclusive license to use the Brand Features solely for the purpose, and to the extent necessary, to enable you to use the SASSY UGC Website.CREATOR & BRAND REPRESENTATIONS AND WARRANTIES
8.1 Creators and Brands participating in the SASSYUGC Website warrant, represent and covenant that:
8.1.1 all information you provide to SASSY UGC upon registering for an Account is true, accurate and complete and not misleading;
8.1.2 any third-party social media accounts to which you link are:
8.1.2.1 your own accounts;
8.1.2.2 if the Account refers to a Brand, that you are the authorized representative of the Brand with the right to access its social media accounts and represent its interests; and
8.1.2.3 if the Account refers to an individual other than you, you are the authorized representative of that individual with the right to access his or her social media accounts and control his or her interests.
8.1.3 You have the right and authority to create an Account and agree to these Terms of Service, including, where relevant, the authority of any Brand or individual to create an Account, agree to these Terms of Service and to use the SASSY UGC Website on its or his or her behalf;
8.1.4 You are authorized to submit Post and/or Content, as applicable, in the manner invited via the SASSY UGC Website;
8.1.5 Any Content you submit to the SASSY UGC Website will not contain anything that:
8.1.5.1 is illegal or contrary to any laws, applicable industry code or the requirements or directions or relevant regulators;
8.1.5.2 is copied or adapted either wholly or substantially from any other work or material;
8.1.5.3 is indecent, obscene, threatening, discriminatory, harassing, in breach of any confidence, defamatory, offensive or objectionable or contains, depicts or alludes to or promotes aggressive, unruly, antisocial, lewd or illegal behaviour or sexually suggestive imagery;
8.1.5.4 parodies, disparages or makes fun of SASSY UGC or its products of services or SASSY UGC generally in any way;
8.1.5.5 solicits passwords or personal information for commercial or unlawful purposes or provides any telephone numbers, street addresses, last names, URLs or email addresses (unless part of a Campaign);
8.1.5.6 promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated materials;
8.1.5.7 involves the transmission of junk mail, chain letters, unsolicited mass mailing or spam; or
8.1.5.8 infringe the privacy rights, contract rights or other rights (including Intellectual Property Rights) of any person, corporation or entity.
9.1 The Brand and the Creator acknowledge that:
9.1.1 Brand may arrange to send Creators a sample product or choose to reimburse Creator the cost associated with purchasing the product/service;
9.1.2 SASSY UGC will not be responsible or liable in any way for late delivery or non-arrival or any products sent from a Brand to a Creator;
9.1.3 if Brand sends a sample product to a Creator, there is no guarantee that any post submitted will be positive. All product reviews must reflect the Creator’s genuinely held beliefs;
9.1.4 nothing in these Terms of Service grants to the Creator any ownership rights in the Intellectual Property Rights of the Brand; and
9.1.5 nothing in these Terms of Service requires the Brand to make use of any of the rights granted to the Brand by the Creator under this Agreement.
9.2 You agree to indemnify, and must defend and hold harmless, SASSY UGC and its related bodies corporate, personnel, servants and agent, from and against any claims, liabilities, damages, losses and expenses (including reasonable legal fees) arising out of or in any way connected with any of the following (including as a result of your direct activities on the SASSY UGC Website):
9.2.1 your Content or access to the SASSY UGC Website;
9.2.2 your breach of these Terms of Service or any of the warranties or covenants given or made by you;
9.2.3 your claim against a Brand for any reason;
9.2.4 your claim against a Creator for any reason;
9.2.5 any claim by any third party (including any other brand or influencer) arising directly or indirectly from you breach of any of the provisions of these Terms of Service;
9.2.6 any claim or allegation that your Content infringes a third party’s rights, including Intellectual Property Rights;
9.2.7 your violation of any applicable laws, rules or regulations; and
9.2.8 any misrepresentation made by you.
Service contract and assignment of BSL4 image and related rights. Since 02.05.2022.
Concluded between: Woodly Media Labs SRL with headquarters in Bucharest, 56 Jimbolia Street, Sector 1, registered at the Trade Register under no. J40 / 324/2022, CUI 45451167, hereinafter referred to as the Casting Agency, legally represented by Gavrila Iuliana as BENEFICIARY,
Andthat signed up on the website www.sassy-ugc.com contract PROVIDER / INTERPRETER;
having as legal basis Law no. 8/1996 - on copyright and related rights, updated (last update - Law no. 76/2012 for the implementation of Law no. 134/2010 on the Code of Civil Procedure), as well as the Romanian legislation in force, in force, have agreed to conclude this contract under the following conditions:
1. Object of the contract
1.1. The object of this contract is the provision of artistic services by INTERPRET for the benefit of the BENEFICIARY (or the Beneficiary's partners) in order to achieve the performance with artistic value, within the photo / video production called "Sassy UGC"
1.2. Day / days of performance: date agreed with the Sassy UGC account manager
Rehearsal: No.
Delivery time: immediately after the product is delivered to the address.No more then 5 days
Territorial area: country agreed with the Sassy UGC account manager
Media: Facebook, Instagram and TikTok
1.3. The interpretation of the role regarding the artistic creation is constituted in the original work of the INTERPRETER.
2. Duration of the contract
2.1. This contract enters into force on the date of its signing by the two parties and is valid until the realization of the object for which it was concluded and the payment of the benefit and rights.
3. Obligations of the parties
3.1 OBLIGATIONS OF THE INTERPRETER:
a). Deliver videos in compliance with the requirements.
b). not to be engaged in other collaborations or similar contracts during the period of this contract;
c). to comply with the provisions of Law 319/2006, art. 13 d, regarding Occupational Safety and Health, as well as the provisions of Law 307/2006, Law 481/2004, regarding emergency situations;
d). to communicate any problem / ambiguity / misunderstanding that appeared during the whole project period only with the Beneficiary's staff or delegated by the Beneficiary due to the fact that the contractual relationship exists directly between the Provider and the Beneficiary and does not involve third parties. The Beneficiary takes note of all that is presented by the Provider and assumes the solution of any problem in a way that benefits both parties. If the Provider ignores this obligation and prejudices in any form the Beneficiary or the Beneficiary's relationship with the production company or the final customer of the project then he (the Provider) agrees to pay the Beneficiary compensation in the amount of 1000 euros.
e). that he is fully aware of the nature, content, requirements and characteristics of the role he is to play, which have been communicated to him by the Beneficiary, which he accepts in full and without reservation, in the sense that he can respect and fulfill them. in optimal conditions, in accordance with the clauses agreed in this contract.
f). It will declare the income collected to the Financial Administration to which it belongs in accordance with the regulations in force of the Fiscal Code;
g). By signing this contract, the PROVIDER declares on his own responsibility that he is not under any contract of management / management nor in any other form of collaboration that may prevent the development of the object of this contract. THE PROVIDER assumes that it can sign this contract and that it is not conditioned by any physical / legal entity in relation to the BENEFICIARY.
3.2 OBLIGATIONS OF THE BENEFICIARY:
a). to send to the actor the products that he is going to promote and that he keeps.
b). to pay in full, to the INTERPRETER, the due fee.
4. Assignment of rights
Art.1. THE INTERPRETER authorizes exclusively to the Beneficiary and in favor of the final beneficiary of the project, the right to use the image in the material covered by this contract and for any other photos or video or audio recordings made during the filming of the commercial used in various productions as "behind the scenes ”,“ making of ”,“ portfolio ”- presentations on the site and Facebook pages, media and social networks or similar. The interpreter agrees and understands that the materials resulting from the performance may remain in the online environment, in any form, indefinitely, being used as a portfolio in the form of a presentation.
Art.2. THE BENEFICIARY becomes the owner of the audio / photo / video material made on the occasion of the production of the material that is the object of the present contract in accordance with Law no. 8/96, the law of copyright and rights related to copyright.
Art.3. THE INTERPRETER AUTHORIZES THE BENEFICIARY:
a) to fix his benefit;
b) to reproduce the fixed benefit;
c) to broadcast the fixed service by sale, rental, loan or by any other means of transmission for a fee or free of charge;
d) to present in a public place or to make the public communication of the service fixed or not fixed on a support;
e) broadcasting and public communication of the interpretation;
f) making the fixed interpretation available to the public, so that it can be accessed, in any place and at any time individually chosen by the public;
g) cable retransmission of the fixed interpretation;
Art.4. The assignment granted by this contract does not affect the rights managed collectively on behalf of the INTERPRETER by the collective management bodies. The assignment granted by this contract entitles the BENEFICIARY and the final beneficiary to fix, reproduce, distribute, rent, import and borrow the work, and the rights related to broadcasting, public communication, making available to the public, cable retransmission, compensatory remuneration for the copy private, belong to the INTERPRETER and will be collected by him from the collective and optional management bodies, which he has mandated and will remain in his property, as they belong to him. 1996 can be collected by INTERPRET through CREDIDAM / UNART as a collective management body.
Art.5. If it is desired to extend the period of broadcasting, media and or territory, the BENEFICIARY will inform the INTERPRETER and will be recorded in an additional document related to this contract. The interpreter understands and accepts that the amount will not exceed 50% of the initially agreed price and the parties
I agree that the duration of this contract should be automatically extended according to the new requirements that will be found in the additional act.
5. Confidentiality
a). Information of any kind (financial, technical, artistic, product data, launch data, any other information that is important for the market position, etc.) that may be disclosed by the informed party in connection with the subject matter of this contract will be hereinafter "Confidential Information". The party providing the Confidential Information is the sole owner of the Confidential Information. If the Confidential Information is updated or modified, it remains the exclusive property of the party providing it, with the obligation to maintain this confidentiality, for the informed party.
b). THE INTERPRETER undertakes to maintain full confidentiality over all rights and obligations arising out of this contract or which may be related to it (customer, filming days, payments, etc.), as well as all data and information. regarding the Beneficiary and the production, in whose possession he will enter during the contract.
c). If, by not respecting the established obligations, the INTERPRETER causes patrimonial and / or moral damages to the Beneficiary, the Beneficiary will address directly to mediate the situation and if this is not possible he will go to the competent courts, in order to establish and oblige the INTERPRETER to pay all damages. which arise and are related to this aspect.
6. Penalties
The parties agree that, in case of non-execution or improper execution of the obligations provided in this contract, to bear the following penalties:
1. The beneficiary:
1.1 0.02% calculated on the amount of payment for each day of delay that is directly due to the payments made compared to the terms provided in the contract; this penalty does not apply if the INTERPRETER does not show up at the BENEFICIARY's premises, in order to withdraw the amount due to him.
according to the terms of this contract or does not send the details of the personal bank account, related to the payment, requested by the BENEFICIARY.
2. The interpreter:
2.1 to cover in full the damages produced by the unjustified absence from filming or rehearsals.
2.2 The Provider is obliged to pay to the Beneficiary late payment penalties amounting to 50% of the agreed Price, in situations where it has not complied with its obligations, according to art. above.
2.3. The Beneficiary is entitled to request the competent courts to oblige the Provider to pay damages for the damages caused by the non-compliance with the clauses stipulated in this contract.
2.4 Notwithstanding any other remedies available to the Beneficiary under this Agreement and / or in accordance with applicable law and without prejudice to, the circumstance or restriction of any other rights thereof, the parties expressly agree that the Beneficiary has the right to: (i) refuse to pay the price any services not performed or improperly performed and, as the case may be, to (ii) obtain the refund of any damages, losses, costs, claims, actions determined in connection with the Provider's activity, from the price paid by the Beneficiary, the Provider, under this contract or any other legal relations (compensation up to the amount of damages incurred by the Beneficiary), without any formalities and without the approval of the Provider.
Each party is liable to the other for damages caused by its own fault.
7. Other clauses
1. The sole purpose of the materials resulting from the exercise of this contract is to carry out the "Sassy UGC " project.
2. THE INTERPRETER agrees to assign the right to use the photo / audio / video materials recorded on the occasion of the project by the BENEFICIARY.
3. In case the INTERPRETER will have videos in addition to those initially established, an additional document will be signed which will include all the elements that bring the modification / completion and will be annexed to this contract, with the same legal effects.
8. Strong major
1. For the purposes of this contract, force majeure constitutes that external circumstance, of an exceptional nature, unrelated to the person or thing which, as the case may be, caused, respectively the fault of which the damage occurred, absolutely invincible and absolutely unpredictable, arising after entering force of this contract and which prevents the parties from performing their obligations arising from this act and which could not be foreseen or estimated.
2. In case of delay or non-performance by one of the parties of its contractual obligations due to the occurrence of force majeure, neither party will be entitled to claim from the other penalties, interest or damages in any form. Neither party will bear and will not be liable for damages suffered by the other party as a result of force majeure.
9. Terms and methods of payment
Art1. The net value of the INTERPRETER's performance and rights, within the project, which is the object of this contract is:
- 50 euro/ 5 videos
Art. 3. The payment of the fee will be made within 2 working days from the date of completion of the project by bank transfer or by the Paypal / Revolut and bank wire by the Provider of the amount from the Beneficiary's premises;
Art. 4. The provider shall be solely responsible for declaring the income realized as a result of the execution of this Contract in order to establish the level of social insurance contributions and social health insurance contributions as well as for the payment of these contributions, in accordance with the legal terms and provisions. The Provider will fully exonerate the Beneficiary from any liability, legal or contractual, in connection with any and all aspects related to the fulfillment of fiscal obligations, other than those mentioned in art. 2.
Art. 5. The provider declares that he accepts and understands that the remuneration mentioned in art. 1 represents the only amount of money that the Beneficiary owes to the Interpreter under the Contract. The Interpreter will bear any and all additional amounts due (eg contributions, additional taxes, etc.) following the conclusion of this Agreement.
Art. 6. The Beneficiary / Assignee will calculate, withhold and pay any social contributions due on behalf of the Provider / Assignor to the Romanian state by withholding only if the Beneficiary / Assignee will be the sole payer (of the Provider) of annual net income from rights of intellectual property from 2021 whose cumulative value is at least equal to 12 minimum gross salaries per country at the time of payment, in accordance with the regulations of the Fiscal Code in force,
Art. 5. The provider declares that he accepts and understands that the remuneration mentioned in art. 1 represents the only amount of money that the Beneficiary owes to the Interpreter under the Contract. The Interpreter will bear any and all additional amounts due (eg contributions, additional taxes, etc.) following the conclusion of this Agreement.
meaning that the PROVIDER / ASSIGNOR undertakes to inform in writing the Beneficiary / Assignee on the incident of the situation provided in this clause, otherwise, the PROVIDER / ASSIGNOR will calculate and pay the social contributions due;
10. Final provisions
1. Any disputes arising from the performance of this contract shall be settled amicably and, if not possible, by the competent courts materially and territorially.
2. This contract contains 2 (two) pages.
3. This contract, together with its amendments and annexes, represents the will of the parties and removes any verbal agreement between them, before or after its conclusion.
4. This contract was concluded today 02.05.2022, in 2 (two) original copies having the same legal value, one for each signatory party.
5. The parties agree to use the electronic signature process of the Beneficiary to sign this Agreement and expressly declare that they are subject to the obligations involved in the electronic signature that they have applied to this Agreement.
10.1 In using the SASSY UGC Website, you may be exposed to Content that is harmful, obscene, misleading or inaccurate. Under no circumstances will SASSY UGC be liable in any way for any Content, including but not limited to any errors or omissions in such Content or any loss or damage of any kind incurred as a result of any use of Content posted, transmitted or otherwise made available via the SASSY UGC Website.
10.2 Any liability of SASSY UGC to a Brand in connection with these Terms of Service or the Brand’s use of the SASSY UGC Website, regardless of the form or cause of action, shall be limited to the amount actually paid by the Brand to SASSY UGC for the services related to the Brand’s most recent Campaign. SASSY UGC shall not be liable to Creator for damages of any kind arising out of the Creator’s use of the SASSY UGC Website. Without limiting their foregoing, in no event shall SASSY UGC or any of its associated entities, successors in title, licensees or assigns be liable for any direct, indirect, special, incidental, consequential, punitive or exemplary damages, arising out of, or in connection with, the SASSY UGC Website, these Terms of Service or any Post, Content or Campaign. The foregoing limitations apply whether the alleged liability is based on tort, contract, negligence or any other basis, even if SASSY UGC or any other party has been advised of the possibility of such damages.
11.1 SASSY UGC reserves the right to monitor the UGC Website generally and all Account activity. If your Account shows signs of fraud, abuse or suspicious activity, UGC SHOP may close or freeze the Account immediately.SASSY UGC retains the right and absolute discretion to suspend or terminate your Account, and/or access to the SASSY UGC Website generally without notice if SASSY UGC believes you have abused any privilege accorded to you as a participant in the SASSY UGC Website, supplied misleading information or made any misrepresentations to SASSY UGC in connection with the SASSY UGC Website tampered with the SASSY UGC Website in any way, breached these Terms of Service, or engaged in any unlawful or other improper misconduct calculated to jeopardize the proper administration of the SASSY UGC Website. SASSY UGC retains the right to remove any Content that it considers breaches these Terms of Service. In the event of termination or suspension of your Account in accordance with these Terms of Service, you will have no further access to your Account for the duration of the suspension or at all in the event of termination. SASSY UGC’s legal rights to recover damages or other compensation from you are reserved.
12.1 If the SASSY UGC Website is not capable of running as planned for any reason beyond the reasonable control of UGC, including because of war, terrorism, state of emergency or disaster (including natural disaster), infection by computer virus, bugs, tampering, unauthorized intervention, technical failures or any which corrupt or affect the administration, security, fairness, integrity or proper conduct of the UGC Website, or if any social media platform alters its terms of service, access or permission in such a way that affects the UGC Website, UGC SHOP reserves the right, in its absolute discretion, to cancel, terminate, modify or suspend the UGC Website.
12.2 No additional Creator or Brand originating agreement or other terms and conditions (including purchase order or insertion order terms and conditions) may be imposed on SASSY UGC unless agreed by SASSY UGC in writing and, in such case, if any terms and conditions in a Creator or Brand originating agreement or other terms and conditions are inconsistent with these Terms of Service, these Terms of Service shall prevail to the extent of any inconsistency.
12.3 If you are using the SASSY UGC Website on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. These Terms of Service constitute the entire agreement between you and SASSY UGC and govern your use of the SASSY UGC Website, superseding any prior agreements between you and SASSY UGC. You will not assign any rights or obligations under these Terms of Service, in whole or in part, to any third party without the prior written consent of SASSY UGC. SASSY UGC may assign its rights or obligations hereunder at its sole discretion.
12.4 If any clause or part of any clause is in any way unenforceable, invalid or illegal, it is to be read down and amended so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from these Terms of Service without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect.
13.1 Agreement to Arbitrate. This Section 13 is referred to as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and SASSY UGC, whether relating to this Agreement (including any alleged breach thereof), the SASSY UGC Services, any advertising, any aspect of the relationship between us, or otherwise, shall be resolved exclusively through final and binding arbitration, rather than a court in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Agreement, you and SASSY UGC are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
13.2 YOU AND SASSY UGC AGREE THAT WE MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND SASSY UGC AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOUR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
13.3 SASSY UGC is always interested in resolving any disputes amicably and efficiently, and most user concerns regarding the SASSY UGC Website and/or SASSY UGC Services can be resolved quickly and to the user’s satisfaction by emailing customer support at hello@sassy-ugc.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (the “Notice”). The Notice to SASSY UGC should be sent to 705-550 Jean D’estrees, Montreal, Quebec, Canada (the “Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought. If SASSY UGC and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or SASSY UGC may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by SASSY UGC or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or SASSY UGC is entitled.
13.4 All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
13.5 If a court decides that any term or provision of this Arbitration Agreement other than Section 13.3 above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any provision in Section 13.3 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.
13.6 Future Changes to Arbitration Agreement. Notwithstanding any provision in this Agreement to the contrary, SASSY UGC agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the SASSY UGC Services, you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).
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