Terms of Engagement — UGC Content Creation

These Terms of Engagement ("Terms") govern the relationship between the content creator ("Creator") and the customer ("Customer", and together - “Parties”) as identified in the accompanying invoice. By submitting or accepting the invoice, both parties agree to be bound by these Terms. If there is any discrepancy between the Terms and the invoice, the latter shall prevail.

1. Scope of Work

• The Creator agrees to produce user-generated content ("Content") as described in the invoice, subject to separate specifications agreed between the Parties via email. The Creator shall deliver Content in the format, quantity, and timeline specified therein. Any material changes to the scope require written agreement from both parties.

2. Payment Terms

• Payment is due within 14 calendar days of invoice issuance, unless otherwise stated on the invoice.
• The Customer's payment obligation is contingent on the Creator delivering Content that substantially meets the agreed specifications.
• The Creator may request a revision (up to the number specified on the invoice, or 2 revisions by default) before final delivery is deemed complete.

3. Intellectual Property & Usage Rights

• Upon receipt of full payment, the Creator irrevocably assigns to the Customer all intellectual property rights in and to the Content, including all copyrights and related rights, worldwide and in perpetuity. The Customer shall be the sole and exclusive owner of the Content from the moment of full payment.
• The Creator retains a non-exclusive, royalty-free, non-transferable license to display the Content solely for their own portfolio and self-promotional purposes. This license is strictly non-commercial and does not permit the Creator to sublicense, sell, or otherwise exploit the Content for financial gain.
• The Creator agrees to execute any additional documents reasonably requested by the Customer to perfect or record the IP assignment.
• Prior to full payment, all rights in the Content remain with the Creator, and the Customer shall not use or distribute the Content.

4. Publicity Rights

• The Customer may use the Creator's name, likeness, and/or handle solely in connection with the Content as delivered, and not in any manner that implies endorsement beyond the scope of the project.

5. Creator's Representations & Third-Party IP

• The Creator warrants that the Content is their original work and does not infringe upon any third-party intellectual property rights, including but not limited to copyrights, trademarks, music rights, and personality rights.
• The Creator is solely responsible for obtaining all necessary licenses for any third-party materials (e.g., music, footage, fonts) incorporated into the Content.
• Should any claim arise from a third-party IP violation attributable to the Creator, the Creator agrees to indemnify and hold harmless the Customer from any resulting damages, costs, or legal fees.

6. Confidentiality

• Both parties agree to keep the financial terms of the invoice confidential and not to disclose them to third parties without mutual consent, except as required by law.

7. Limitation of Liability

• Neither party shall be liable for indirect, incidental, or consequential damages. The Customer's total liability to the Creator shall not exceed the invoice amount.

8. Governing Law

• These Terms shall be governed by the laws of the jurisdiction agreed upon by the parties, or, absent such agreement, the jurisdiction of the Customer's place of business.

These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior discussions. They may be amended only by written agreement signed by both parties.