Kedoo Creator Terms

Welcome to Kedoo, an online community connecting content creators (“Creator”, “you” or “your”) with our brand partners (“Brands”). Brands can publish campaigns (“Campaigns”) through our platform, giving you the opportunity to pitch to Brands, who may then engage you to create content in respect of a Campaign (“Content”) 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”).

These Creator Terms, together with the Privacy Policy, each Campaign and any other applicable terms of use made available by us from time to time (together, the “Terms”) govern your use of the Kedoo platform called ‘BuzzMarket’ located at www.kedoo.com (the “Site”) and any Content you upload or submit to Kedoo. For the purposes of these Terms, Content includes any audio-visual content provided by you to Kedoo or a Brand or otherwise uploaded by you to the Site.

It is very important that you read these Terms carefully. This is a legal document and you should obtain independent legal advice before entering into these Terms if you do not understand them fully. By accepting these Terms or using the Site, you agree to be 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.

1.         General

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 any Content, you will need to register for an Account with Kedoo using your name and a valid email address (“Account”). You will also be required to link your social media account to your Account. To do so you will be required to log into your Google Account using your email address and password. You will also be asked whether you would like to connect any of your social media accounts with your Account, including your YouTube channel or channels, if you own more than one YouTube channel (together, your “YouTube Channel”).

2.2         You are only permitted to create one Account. If we find that you have created more than one Account, we may terminate either or both of your Accounts.

2.3         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. We are entitled to reject your application for an Account with us on any grounds, including that any of your social media accounts have an insufficient number of subscribers to be of value to our Brands.

2.4         You must be of legal age to form a binding contract with Kedoo to use the Site and to create an Account. In the UK this is 18 years or older, but the legal age may be different in your jurisdiction. Kedoo may require proof of age and residency to verify your age and location. By creating an Account with us, you warrant that:

2.4.1     you are not a minor in the jurisdiction in which you live and work;

2.4.2     you are legally capable of entering into a binding agreement;

2.4.3     when using the BuzzMarket and Site you will comply with these Terms in their entirety; and

2.4.4     all information you supply on the BuzzMarket and Site is accurate, true, current and complete.

2.5         You may permit other individuals to access your Account on your behalf, but accept full responsibility for their actions when accessing the Site and your Account with your permission.

2.6         Subject to 2.5 above, 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.

2.7         By registering an Account with Kedoo, you:

2.7.1     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-mails from Kedoo or being featured on our website and portfolio by emailing help@kedoo.com;

2.7.2     acknowledge and agree that some Campaigns, services and content described in these Terms, on the Kedoo BuzzMarket, and on the Site are not available in all jurisdictions; and

2.7.3     acknowledge and agree that Kedoo may request access to your analytics tools and data, including analytics data from your social media account. You may, at your complete discretion, provide or reject such access and data. If granted, Kedoo will use your analytics data to ensure payments to you are made in an accurate and timely manner, to improve the service it provides to you, and to comply with its obligations under these Terms.

3.         Eligibility to apply for Campaigns

3.1         Directors, officers and employees of: (i) Kedoo; (ii) the Brand; (iii) YouTube LLC (“YouTube”) or any subsidiary thereof; or (iv) any of Kedoo or the Brand’s respective parent companies, affiliates, subsidiaries, agents, professional advisors or agencies, are not eligible to submit an application for a Campaign on the Site.

3.2         No purchase or payment is necessary to apply to submit Content for a Campaign (an “Application”).

4.         How the process works

The process for submitting Content in response to a Campaign will operate as follows:

4.1         A Brand 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 the Brand requires of its product or service in the Content (if any);

·                     budget (this shall be capped at the amount of credit the Brand has in its Account at the time it submits the Campaign to us);

·                     age of target audience;

·                     gender of target audience;

·                     minimum number of subscribers to your social media account;

·                     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 your Account Balance and shall be specified in the Campaign by the Brand in its sole discretion as either: (i) the publishing of the finalized Content on your social media accounts ; or (ii) the receipt by the finalized Content of a set number of views (the “Required Views”);

·                     category of Content required (Sport, Beauty, Animals, etc.); and

·                     link to the Brand’s Site.

4.2         The Brand may either create either:

·                     A Campaign which is not viewable by Creators, unless the Brand has 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 you.

4.3 You shall have the right to hide your profile from Brands by sending an email to help@kedoo.com.

4.4         Up until the Closing Date, the Creator shall be free to submit an Application via the Site to the Brand for any Campaign which is visible to him or her. The Application should contain the following information:

·                     the date by which the Content can be delivered to the Brand;

·                     a description of the Content the Creator proposes to create;

·                     details of the Creator’s social media account;

·                     date by which the Creator requires a response from the Brand before his Application expires (“Creator Deadline”); and

·                     the Fee which the Creator proposes for supplying the Content to the Brand.

·                     minimal forecasted views for the video

4.5         Up until and including the earlier of the Closing Date and the Creator Deadline, the Brand shall be entitled to accept or reject an Application. The Brand shall also be entitled request further information from the Creator.

4.6         If the Application is rejected by the Brand, you need take no further action.

4.7         If the Application is accepted by the Brand, you will receive an acknowledgement of such acceptance on your Account, and by email. We will then freeze an amount equivalent to the Fee within the Brand’s Account Balance, until the Payment Event (as set out in the Campaign) has occurred.

            4.8 You shall then be free to discuss the Content in further detail with the Brand over the chat function built into the Site. If you own more than one social media account, the Brand may specify which channel or channels on which you must publish the finalized Content. You should respond to any initial correspondence within 72 hours of the Brand initiating contact.

4.9         Within the first 72 hours following acceptance of your Application, the Brand may terminate the relationship without reason, and shall not be obliged to use you as the Creator for the Campaign.

4.10      The Brand may, at its discretion, ask you to sign additional documentation, such as a non-disclosure agreement, before proceeding to create the Content. You shall be under no obligation to sign any additional documentation, and will not be penalized should you choose not to proceed to create the Content for the Brand on the basis that you do not wish to sign the additional documentation. Such additional documentation will constitute an agreement between you and the Brand only and Kedoo will have no responsibility and accepts no liability whatsoever in relation to the additional documentation.

4.11      If the Brand decides to terminate its relationship with you:

4.11.1  after the first 72 hours of acceptance of your Application, but before you have delivered to the Content to it, your Account shall be credited by a sum equal to 25% of the agreed Fee (less the amount attributable to the Commission) on behalf of the Brand.

4.11.2  after you have delivered the Content to the Brand but before you have published the finalized Content on your social media account in accordance with the Campaign, your Account shall be credited by a sum equal to 80% (less the amount attributable to the Commission) of the full amount of the Fee on behalf of the Brand.

The consequences of termination set out at 4.11.1 and 4.11.2 above are strict and irreversible, even in cases involving a dispute

                        4.12  If and when you publish the finalized Content in your social media account

, the Fee shall be held by Kedoo until the Payment Event has occurred (the total sum of all Fees (or proportions thereof) credited to your Account from time to time shall be your “Account Balance”). Your 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 your social media account; or (ii) the Content has received the Required Views and such views constitute genuine views from individual natural persons (see clause 6.4(m) below). 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 your Account Balance in accordance with the table below; such sums shall be credited to your 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 your Account Balance). The number of views received by the Content will be checked by Kedoo on the date that is 10 clear calendar days starting the date on which you uploaded the finalized Content to your social media account (the “Publishing Date”).  Any percentage of the Fee not credited to your Account Balance in accordance with this clause by the Publishing Date shall be unfrozen in the Brand’s Account Balance and you shall have no right to any further payment with respect such Content and Campaign.           

 

4.13      Following your initial submission of Content to the Brand, the Brand 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. You agree to make any such changes requested within 2 days. If further changes are required then you shall be entitled to negotiate a reasonable increase in the Fee with the Brand. Please refer to the dispute clause 14 below for details relating to the process under which disputes should be resolved.

4.14      You are required to publish the finalized Content on your social media account within five days of the Content being agreed between you and the Brand.

4.15      You shall be required to keep the Content in your social media account in perpetuity, unless otherwise agreed between yourself and the Brand in writing.

5.         Payment

5.1         Kedoo shall credit your Account Balance automatically with the Fee or a percentage thereof in accordance with clause 4.12 above. At any time, you may submit a request for withdrawal of available sums from your Account Balance through the tools available on the Site (a “Withdrawal Request”). Kedoo shall use commercially reasonable endeavors to transfer any such sums from your Account Balance to your personal bank account or e-wallet (as designated by you in your Account settings) within forty (40) days starting from the date of your Withdrawal Request.

5.2         Kedoo will charge a commission of 20% of the value of the Fee in relation to each Campaign  from either Creator or Brand  (“Commission”).

5.3         We shall be responsible for facilitating payment processing between you and the Brand. However, we shall not be responsible for the payment of any third party payment processing fees which arise when you withdraw funds from your Account Balance.

5.4         You shall be responsible for the payment of any personal tax liability which arises in relation to payment of the Fee.

6.         Your Content

6.1         Any Content you submit to the Site, or to a Brand, must be your own original work. Your Content must not previously have been published, released or distributed in any form unless this prohibition is discussed with and waived in writing by the Brand. To be eligible, your Content must adhere to the Campaign.

6.2         Any content (including audio, music, images, audio visual content and graphics) used within your Content must be original to your Content or must have been cleared for use in your Content and to enable you to make the grant of rights set out in these Terms, prior to submission to the Site or to the Brand. If you have obtained clearances from the rights holder of any content contained within your Content you must provide evidence of such clearances to the Brand when submitting your Content.

6.3         If any person who appears in your Content, is otherwise identified in your Content or in any way contributes to your Content, you must obtain all applicable releases, consents and assignment of rights required in order to enable you to make the grant of rights set out in these Terms, prior to submitting your Content. If any person appearing in identified in or contributing to your Content is under the age of 18, you must obtain such releases, consents and assignment of rights from that person’s parent or legal guardian.  

6.4         You shall at all times ensure that your Content does not:

(a)          contain any content, information or material that infringes the rights of any third party including copyright, trade mark rights, confidential information or rights of privacy;

(b)          violate any applicable laws;

(c)          contain any content or material that is offensive, abusive, defamatory, libelous, derogatory, bullying, discriminatory, obscene, violent, sexually explicit, indecent, which promotes or encourages violence, terrorism or any other illegal acts or which is likely to harass, upset, embarrass or alarm any person;

(d)          in any way promote or incite anyone to commit or assist in any unlawful or criminal activity or anti-social behavior, or encourage activities which could endanger the safety or wellbeing of others;

(e)          except as set out in the Campaign, include any advertising or promotional messages;

(f)            except as set out in the Campaign, include or refer to any names, products or services of any company or contain any third party trademarks or logos;

(g)          cause harm to or degrade the goodwill associated with the trade marks, trade names, name, products or services of any Brand;

(h)          without prejudice to (e) above, advertise or promote any competitor of the Brand;

(i)            impersonate any third party or otherwise misrepresent your affiliation with any third party;

(j)            disclose anyone’s personal contact details or invade their privacy;

(k)          upload Content which contain any viruses or other malicious or harmful programs; and

(l)            seek to artificially boost the number of views or likes in relation to any Content you have supplied through the Site (for example, by using or engaging bots, computer programs or services, whether paid or unpaid, which are intended to artificially increase the number of views on your Content).

6.5         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.

7.         Availability of the Site

7.1         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.

7.2         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.

8.         Assignment of your Content

8.1         By submitting any Content to the Site, you acknowledge and agree that, upon the Fee being credited the Creator’s account pursuant to 5.1 above, you assign to the Brand which issued the Campaign (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 your license granted at clause 9 below to use your Content for your own portfolio as set out below, the Brand shall have the exclusive use of your Content for all means of exploitation in all media and may assign these rights in your Content to any other third party in its absolute discretion.

8.2         By submitting any Content to the Site, you waive for the benefit of the relevant Brand and its 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. You agree that you 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.

8.3         You agree that you shall, if required to do so by the relevant Brand or by Kedoo, execute all further agreements and provide all necessary consents needed to ensure that all rights granted under these Terms fully vest in the relevant Brand and that that Brand holds all consents required for its full use of your Content.

8.4         You further grant to Kedoo the right to use and authorize others to use your name, photograph, biography (as provided by you), voice and likeness, or the name and any associated trade marks of any business you represent when using the Site or uploading Content, for any purpose connected with our activities in relation to the Site, including for marketing purposes.

9.         License of your Content

9.1         Should you wish to use, reproduce or display the Content submitted for any other commercial or professional purpose, you must first contact us at help@kedoo.com.

9.2         We shall then request from the Brand to which you assigned the rights in and to the Content a limited license for your proposed use. Neither Kedoo nor the Brand shall be obliged to grant such license and such license at the Brand’s sole discretion.

10.      Intellectual Property

10.1      The legal rights (including the intellectual property rights) in our Site including any content on it (excluding your Content) 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.

10.2      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 extent necessary for delivering Content in accordance with a Campaign in compliance with these Terms. You agree not to infringe any intellectual property rights of Kedoo or third parties.

10.3      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.

11.      Limitation of Liability

11.1      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.

11.2      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.

11.3      You agree to release and hold harmless Kedoo, the Brand and their 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 content available on the Site, your Content or participation in a Campaign. 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 submitting Content or downloading materials or software in connection with a Campaign.

11.4      You acknowledge and agree that in the event of any breach or 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 or to enjoin or restrain the exploitation of your Content.

11.5      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 Content or participation in any Campaign.

11.6      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 entry or participation in any Campaign.

11.7      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 inactins relating to any Campaign with which you engage, or your breach of these Terms.

11.8      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.

12.      Processing of Personal Data

12.1      By providing Kedoo with any personal information by registering for an Account, or otherwise in the course of your use of the Site you expressly accept our Privacy Policy and consent to the collection, use and disclosure of your personal information and data in accordance with the Privacy Policy as it may be amended from time to time.

12.2      We may forward your name, address and other contact information about you to any third party who, in our view, reasonably claims that you do not or may not have all necessary rights in and to the Content you upload, submit or share through the Site. We may also, at our sole discretion provide to you or others aggregated and anonymized data concerning the performance of your Content.

12.3      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 a Brand through our Site.

13.      Termination

13.1      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.

13.2      You may terminate these Terms and close your Account by notifying us at help@kedoo.com and thereafter ceasing to use the Site or submit any Content.

14.      Disputes

14.1      We shall have the sole right to settle any disputes between you and a Brand 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.

14.2      We shall have the express right to compel the Brand to issue a refund to the Creator, or to adjust the Fee as we see fit.

15.      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 14 above fails to rectify any dispute.

16.      Miscellaneous

16.1      You may not assign, sub-license or otherwise transfer any of your rights or obligations under these Terms.

16.2      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.

16.3      Other than the Brands, no third party shall have any rights of enforcement of these Terms under the Contracts (Rights of Third Parties) Act 1999.

16.4      Kedoo may delay enforcing its rights under these Terms without losing them.

16.5      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.

16.6      These Terms constitute the entire agreement between you and Kedoo in relation to the Site, any Campaigns and your Content.