Kedoo Brand Terms
Welcome to Kedoo, an online community connecting content creators (“Creators”) with our brand partners (“Brands”, “you”, or “your”). You can publish campaigns (“Campaigns”) through our platform, giving you the opportunity to connect with Creators who will pitch to create content (“Content”) in respect of a Campaign created by you in return for the payment of a fee that includes the platform commission (“Fee”). Kedoo is operated by Kedoo Ltd (company number 10019278) whose registered office is 3 High Street, Roade, United Kingdom, NN7 2NW (“Kedoo”, “we”, “us” or “our”).
By accepting these Terms or using the Site, you agree to be legally bound by them. If you do not accept any part of these Terms, then you should not click to accept these Terms, use the Site or submit any Content in relation to any Campaign.
We may update these Terms from time to time to reflect any changes in our policies, relevant laws and regulatory requirements, in the functionality of the Site or which are imposed on us by any brand partners. If you are a registered user, we will notify you by email within a reasonable time before the change takes effect. You will be asked to click to accept the new Terms next time you use the Site. If you do not agree with the updated Terms you should not click to accept them and you should stop using the Site.
2. Your Account
2.1 To use the Site, or to submit a Campaign, an individual employed at your company will need to register for an account (“Account”) with Kedoo using the name of the Brand, a valid email address registered to that Brand and the name of the individual who will act as the point of contact between us and the Brand.
2.2 Once you have completed the registration process and your Account has been approved by Kedoo, you will receive an email confirming your registration provided that your application for registration has been accepted.
2.3 You accept full responsibility for the actions of all individuals who access the Site using your Account with your permission.
2.4 You must ensure that your password is, and remains, secure and confidential. Kedoo reserves the right to suspend or remove your Kedoo Account or prohibit your use of the Site, without prior notice and without responsibility or liability to you, if Kedoo believes there may have been a breach of these Terms.
2.5 By registering an Account with Kedoo, you consent to being placed on Kedoo’s e-mail mailing list for promotional and other purposes. You also consent to being featured on our website and in our portfolio. However, you may opt out of receiving commercial or promotional e-mail from Kedoo or being featured on our website and portfolio by emailing firstname.lastname@example.org.
2.6 By registering an Account with Kedoo, you acknowledge and agree that some Creators, Content, and services described in these Terms, on the Kedoo BuzzMarket, and on the Site are not available in all jurisdictions.
2.7 Before creating a Campaign, you will need to credit your Account with funds using the tools on our Site (the total sum of all available funds credited to your Account shall be your “Account Balance”).
2.8 Kedoo may request access to your analytics tools. You may, at your complete discretion, provide or reject such access. If granted access, Kedoo will use such analytics data to increase the efficacy of each Campaign, improve the service it provides to you, and comply with its obligations under these Terms.
3. How the process works
The process for securing Content in relation to a Campaign will operate as follows:
3.1 You will upload a Campaign to the Site, setting out information in relation to the Campaign, which may include:
· Campaign title;
· photo of product or service which is the subject of the Campaign;
· description of the underlying product or service which is the subject of the Campaign;
· date when the Campaign expires (“Closing Date”);
· in what format the Content is required;
· minimum requirement for Creator’s average number of views per online video;
· the extent and type of visibility required of your product or service in the Content (if any);
· budget (this shall be capped at the amount of credit you have in your Account Balance at the time the Campaign is submitted to the Site (however, you may top-up the credit in your Account Balance at any time using the top-up feature on the Site);
· age of target audience;
· gender of target audience;
· minimum number of subscribers to the Creator’s social media account (defined below);
· preferred location of Creator;
· designation of the “Payment Event”. A Payment Event is an event which must occur for the Fee to be credited to the Creator’s Account Balance and shall be specified in the Campaign by you in your sole discretion as either: (i) the publishing of the finalized Content by the Creator on their social media account (defined below); or (ii) the receipt by the Content of a set number of views (the “Required Views”);
· category of Content required (Sport, Beauty, Animals, etc.); and
· link to your Site.
3.2 You shall be entitled to invite third party content creators who are not registered as Creators to sign up for an account with us, and to submit an Application in relation to your Campaign.
3.3 You may either create either:
· A Campaign which is not viewable by Creators, unless you have specifically invited them to submit an Application in relation to the Campaign (“Hidden Campaign”); or
· A Campaign which is available for all Creators to view and submit an Application for (“Open Campaign”). Open Campaigns will appear on the Site in order of relevance to individual Creators.
3.4 Once you have uploaded a Campaign, it will be processed by us. We reserve the right to reject a Campaign for any reason, including:
· the Campaign does not comply with the rules of any online platform (including YouTube); or
· the Campaign does not comply with these Terms.
3.5 Up until the Closing Date, the Creator shall be free to submit an Application to you via the Site in relation to any Campaign you have created which is visible to him or her. The Application should contain the following information:
· the date by which the Content can be delivered to you;
· a description of the Content the Creator proposes to create;
· details of the Creator’s social media accounts, if the Creator owns more than one account (together, the Creator’s “Social media accounts”);
· date by which the Creator requires a response from the Brand before his other submission expires (“Creator Deadline”); and
· the Fee which the Creator proposes for supplying the Content to the Brand.
3.6 Up until and including the earlier of the Closing Date and the Creator Deadline, you shall be entitled to accept or reject an Application. You shall also be entitled to request further information from the Creator.
3.7 You are required to actively accept or reject each Application which is submitted in response to your Campaign.
3.8 If you accept an Application, an acknowledgement of such acceptance will be sent to the relevant Creator. We will then freeze an amount equivalent to the Fee within your Account Balance, until the Payment Event (as set out in your Campaign) has occurred.
3.9 You shall then be free to discuss the Content in further detail with the Creator over the chat function built into the Site. If the Creator owns more than one social media account, you may specify on which account the Creator must publish the finalized Content. Creators are required to respond to any initial correspondence within 72 hours of you initiating contact with them. You should respond to any Creator queries with five working days.
3.10 Within the first 72 hours of your acceptance of your Application, you may terminate the relationship without reason, and shall not be obliged to use the Creator for the Campaign.
3.11 You may, at your discretion, ask the Creator to sign additional documentation, such as a non-disclosure agreement, before he or she proceeds to create the Content. The Creator shall be under no obligation to sign any additional documentation, and will not be penalized should he or she choose not to proceed to create the Content for you on the basis that he or she does not wish to sign the additional documentation. Such additional documentation will constitute an agreement between you and the Creator only and Kedoo will have no responsibility and accepts no liability whatsoever in relation to such additional documentation.
3.12 If you decide to terminate your relationship with the Creator:
3.12.1 after the first 72 hours of acceptance of the Creator’s Application, but before the Creator has delivered the Content to you, your Account shall be debited by a sum equal to 25% of the agreed Fee and such sum (less the amount attributable to the Commission) will be credited to the Creator’s account; or
3.12.2 after the Creator has delivered the Content to you but before the finalized Content has been published on the Creator’s social media account (defined below) in accordance with the Campaign, your Account shall be debited by a sum equal to 80% of the amount of the Fee and such sum (less the amount attributable to the Commission) will be credited to the Creator’s account.
The consequences of termination set out at 3.12.1 and 3.12.2 above are strict and irreversible, even in cases involving a dispute.
3.13 If and when the Creator publishes the finalized Content on the Creator’s social media account, the Fee shall be held by Kedoo until the Payment Event has occurred. The Creator’s Account Balance shall not be credited with the Fee unless and until Kedoo has been provided with evidence to its satisfaction that, in accordance with the requirements of the Campaign, either: (i) the finalized Content has been published on the Creator’s social media account; or (ii) the Content has received the Required Views and such views constitute genuine views from individual natural persons. Notwithstanding the above, if the Campaign designates the Payment Event to be the receipt by the Content of the Required Views, Kedoo shall automatically credit a percentage of the Fee to the Creator’s Account Balance in accordance with the table below; such sums shall be credited to the Creator’s Account Balance automatically if the required percentage Tier of Required Views is reached (for example, if the Required Views for the Campaign is 5,000,000, Tier 2 would be reached once the Content has received 1,000,000 views and 40% of the Fee will be credited to the Creator’s Account Balance. Each Campaign will be monitored by Kedoo on the date that is 10 clear calendar days starting the date that the Creator published the finalized Content on the Creator’s social media account (the “Publishing Date”). Kedoo will provide you with a PDF Campaign report after the Publishing Date. Any percentage of the Fee not credited to the Creator’s Account Balance in accordance with this clause by the Publishing Date shall be unfrozen in your Account Balance.
Percentage of Required Views actually received by the Content
Percentage of the Fee which will be credited to the Creator’s Account Balance
Tier 1: 0-19% of Required Views
Tier 2: 20-39% of Required Views
Tier 3: 40-59% of Required Views
Tier 4: 60-79% of Required Views
Tier 5: 80-100% of Required Views
3.14 Following the Creator’s initial submission of Content to you, you shall be entitled to request that reasonable changes be made to the Content up to two times, without any adjustment being made to the Fee. The Creator shall be required to make any such changes requested within 2 days. If further changes are required then the Creator shall be entitled to negotiate a reasonable increase in the Fee. Please refer to the dispute clause 12 below for details relating to the process under which disputes should be resolved.
3.15 The Creator shall be required to publish the finalized Content on their social media account within five days of the Content being agreed between you and the Creator.
3.16 The Creator shall be required to keep the Content on their social media account in perpetuity, unless otherwise agreed between you and the Creator in writing.
4.1 Kedoo shall unfreeze and debit the Fee or a percentage thereof from your Account Balance and credit such sum to the Creator’s Account Balance automatically in accordance with clause 3.13 above.
4.2 Kedoo shall be responsible for facilitating payment processing between you and the Creator. However, we shall not be responsible for the payment of any third party payment processing fees which arise when you add funds to your Account Balance.
4.3 Kedoo will charge a commission of 20% of the value of the Fee in relation to each Campaign from either Creator or Brand (“Commission”).
5. The Content
5.1 Kedoo reserves the right in its sole discretion to disqualify or remove any Content that in its opinion does not comply with these Terms and the applicable Campaign. The decision of Kedoo as to the eligibility of any Content shall be final and binding.
6. Availability of the Site
6.1 Whilst we will do our best to make sure that access to the Site is uninterrupted and error free, we cannot guarantee this. If we need to suspend or restrict access to, or update, the Site or your Content, we will do our best to minimize any disruption to you.
6.2 We have the right to discontinue the Site or any individual service or feature or part of it at any given time without specifying any reason.
7. Assignment of Content
7.1 Our Creators have acknowledged and agreed that, by submitting any Content to the Site, upon the Fee being credited the Creator’s account pursuant to 4.1 above, they assign to you (by way of present assignment of present and future rights) with full title guarantee the entire copyright and all other rights, title and interest in and to the Content submitted throughout the world for the full period of copyright. Subject to any license to use the Content for their own portfolio as set out at clause 8.4 below, you shall have the exclusive use of the Content for all means of exploitation in all media and may assign these rights in the Content to any other third party.
7.2 By submitting any Content to the Site, our Creators have also agreed to waive for your benefit and for your successors in title, assignees, licensees and sub-licensees all moral and like rights which may now or in the future vest in you in respect of the Content submitted. Our Creators also warrant that they have obtained all relevant consents and assignment of rights from all persons who have contributed to the Content submitted in your Content in order to enable you to make the grant of rights set out in these Terms.
7.3 Whilst we have sought to secure obligations from our Creators in relation to the rights described at clauses 7.1 and 7.2 we make no promise, representation or warranty that such rights have been fully secured and any dispute arising in relation to the grant of such rights shall be settled between you and the Creator.
7.4 You further grant to Kedoo the right to use and authorize others to use your name and any trade marks associated with your Brand for any purpose connected with our activities in relation to your Campaign(s) on the Site, including for marketing purposes.
8. Intellectual Property
8.1 The legal rights (including the intellectual property rights) in our Site including any content on it (excluding your Campaign(s), content or any Content created for you by a Creator) and the compilation of this content is owned by us, or licensed to us by third parties. Our Site, including the compilation of the content is protected by international copyright laws and database rights.
8.2 Subject to your compliance with these Terms, Kedoo grants you a limited, revocable, non-transferrable, non-exclusive license, for the term of the agreement, to use our name and trade marks solely to the describe your relationship with us to third parties. You agree not to infringe any intellectual property rights of Kedoo or third parties.
8.3 You may not, without our prior written consent, copy, convert, make derivative works of, alter or modify the Site, or its supporting documentation or software or any part thereof, or disclose or deliver it to a third party, except where required by law.
8.4 Creators may request a limited license to use, reproduce or display the Content submitted and assigned to you for their own purposes (for example, a Creator may wish to use clip of the Content in a showreel or portfolio for personal promotion). Creators will submit any such requests (“License Requests”) to Kedoo. Kedoo will notify you of any License Requests within a reasonable timeframe. At your complete discretion, you may agree to or reject License Requests. If you agree to such a request, you may stipulate the terms and conditions of the license under which the Creator is permitted to use the Content and Kedoo shall notify the Creator of such terms and conditions.
9. Limitation of Liability
9.1 Nothing in these Terms shall limit your or our liability for death or personal injury arising from the negligence or fraud of that party or for any other liability that cannot be limited or excluded as a matter of law.
9.2 The Site and any material displayed on the Site is provided without any guarantees, conditions or warranties as to its accuracy, suitability or reliability. Kedoo will not be liable for you for any lack of performance, or the unavailability or failure of the Site.
9.3 You agree to release and hold harmless Kedoo and its respective affiliates, partners, successors, assigns, agents, licensees, employees, directors and officers (the “Released Parties”) from any liability for any loss or damage incurred by you in connection with the Site, any Campaign(s) or content available on the Site. The Released Parties assume no responsibility for any loss or damage caused to your or any other third party’s device, software or operating system resulting from downloading materials or software in connection with a Campaign.
9.4 You acknowledge and agree that in the event of any breach of failure to comply with these Terms by Kedoo, your only remedy will be an action in law for damages, if any, actually suffered by you. In no event shall you be entitled to receive injunctive or equitable relief.
9.5 Kedoo makes no warranties, representations, undertakings or guarantees of any kind, including, without limitation, any warranties, representations, undertakings or guarantees as to the safety and suitability of any activities undertaken or locations visited by you, in connection with your Campaign(s), content, any Content created for you by a Creator, or the creation of or participation in any Campaign.
9.6 You acknowledge that you are best placed to assess the risks associated with the undertaking of any activity or the visiting of any location in connection with your Campaign.
9.7 You agree to indemnify Kedoo in respect of all suits, claims, demands, causes of action, liabilities, losses and/or damages suffered or incurred by Kedoo arising out of or in connection with your actions or inactions relating to any Campaign created by you, or your breach of these Terms.
9.8 Nothing in these Terms, on the Kedoo BuzzMarket, or Site constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by law.
10. Processing of Personal Data
10.2 We may forward the name and other contact information pertaining to any employees, which provide such details to us to any third party who, in our view, reasonably claims that you do not or may not have all necessary rights in and to any Campaigns or content you upload, submit or share through the Site. We may also, at our sole discretion provide to you aggregated and anonymized data concerning the performance of the Content.
10.3 We shall not be held responsible for any loss or damage you might suffer in respect of any confidential or personal data provided by you directly to you through our Site.
11.1 We may terminate these Terms and close your Account at any time on giving you reasonable notice without responsibility or liability to you if we cease to provide the Site or if you breach these Terms.
11.2 You may terminate these Terms and close your Account by notifying us at email@example.com and thereafter ceasing to use the Site or submit any Campaigns.
12.1 We shall have the sole right to settle any disputes between you and a Creator in respect of any Content delivered through our Site, and the payment of any agreed Fee. You agree to abide by any decision made by us in respect of any Content or the payment of any Fee.
12.2 We shall have the express right to compel you to issue a refund to the Creator, or to adjust the Fee as we see it.
13. Governing Law and Jurisdiction
These Terms, and any dispute, proceedings or claim of whatever nature arising out of or in connection with them or their formation (whether contractual, tortious or otherwise) shall be governed by and construed in accordance with English law and you and Kedoo agree to submit to the exclusive jurisdiction of the English courts if the disputes process set out at clause 12 above fails to rectify any dispute.
14.1 You may not assign, sub-license or otherwise transfer any of your rights or obligations under these Terms.
14.2 Nothing in these Terms is intended to create a relationship between you and Kedoo akin to that of employer and employee, principal and agent, partnership or joint venture or any other fiduciary relationship. You shall not be entitled to insurance or any other benefits afforded to Kedoo employees.
14.3 Other than the Creator, no third party shall have any rights of enforcement of these Terms under the Contracts (Rights of Third Parties) Act 1999.
14.4 Kedoo may delay enforcing its rights under these Terms without losing them.
14.5 If any provision of these Terms is found to be invalid for any reason, the invalidity of that provision will not affect the remaining provisions of these Terms, which will remain in full force and effect.
14.6 These Terms constitute the entire agreement between you and Kedoo in relation to the Site, any Campaigns and the Content.