This Content Creator Agreement is made and entered into per the date of signature (the “Effective Date”) on the respective Insertion Order (“IO”) by and between Loop Agency, owned and operated by Yep Ads B.V., company incorporated under the laws of the Netherlands, having its principal place of business at Weteringschans 109, 1017SB Amsterdam, the Netherlands (the “Company”), and Private entrepreneur (the “Content Creator”) as specified in the relevant IO.
Hereinafter individually referred to as the “Party” and collectively as the “Parties”.
WHEREAS, the Company has some scope of work for content creation, which is specified in Exhibit A to the Agreement.
WHEREAS, the Company desires to engage the services of the Content Creator for the creation of Content and the Content Creator desires to perform such services for the Company,
NOW, THEREFORE, in consideration of the mutual covenants and promises made by the Parties to this Agreement, the Content Creator and the Company covenant and agree as follows:
1. Terms and Definitions
1.1 “Agreement” – this Content Creator Agreement (the “Agreement”).
1.2 “Business Day” – means any day which is not a Saturday, a Sunday or a public holiday in the Netherlands;
1.3 “Confidential Information” – all information which is identified or treated by the Parties or any of their company’s, clients or customers as confidential or which by reason of its character or the circumstances or manner of its disclosure is evidently confidential including but not limited to (without prejudice to the foregoing generality): any information concerning campaign details, the Company itself and its clients, business plans, proposals relating to the acquisition or disposal of the Party`s company or business or proposed expansion or contraction of activities, maturing new business opportunities, research and development projects, client identities, pricing, designs, secret processes, trade secrets, product or services development and formulae, know-how, inventions, sales statistics and forecasts, marketing and business strategies and plans, costs, profits and losses’ statements and other financial information (save to the extent published in audited accounts), content of this Agreement and any and all Exhibits, Companys and counterparties list, any sketches, drafts and outlines made both in written and electronic forms created in the process of Service delivery, electronic signatures (including qualified) and their copies, recommendations concerning Services in written or/and electronic form, prices and discount structures, names, addresses and contact and other details of: (a) employees and their terms of employment; (b) customers and potential customers (save to the extent this information was in possession of the Party prior to this Agreement) their requirements and their terms of business with the Party; (c) suppliers and potential suppliers (save to the extent this information was in possession of the Party prior to this Agreement) and their terms of business and (d) contractors and potential contractors (save to the extent this information was in possession of the Party prior to this Agreement) and their terms of business (all whether or not recorded in writing or in electronic or other format).
For the purpose of this Agreement Confidential Information shall not include information or material that (a) is now, or hereafter becomes, through no act or failure to act on the part of the Parties, generally known or available; (b) is or was known by the Parties at or before the time such information or material was received from the disclosing Party, what shall be evidenced by reasonable methods and in adequate to the situation manner; (c) is furnished to the receiving Party by a third party that is not under an obligation of confidentiality to the disclosing Party with respect to such information or material; or (d) is independently developed by the receiving Party without any breach of this Agreement, which shall be evidenced by reasonable methods and in adequate to the situation.
1.4 “Content” – as defined in Exhibit A, including but not limited to raw files, source materials, and any other materials including but not limited to, stills and videos, the amount of which and requirements to which are set forth in Exhibit A and this Agreement (the “Content”).
1.5 “Fee” – means a cost of services for the production, provision, IPR, Services, Objects, and Content by the Content Creator according to the requirements set forth in this Agreement and Exhibit A.
1.6 “Intellectual Property Rights” (IPR) – are copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, database rights, topography rights, and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for registration and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
1.7 “Intellectual Property Objects” – are the objects that are results of intellectual activity, which are subject to IPR (the “Objects”).
1.8 “Reporting & Performance Data” – for all content creator partnerships, Content Creator agrees to ensure reasonable cooperation in sharing metrics, as required by Company. Reporting & Performance Data shall include a minimum of two (2) checkpoints: (i) an interim performance update during the campaign period, and (ii) a final report upon campaign completion. Metrics may include, but are not limited to, impressions, reach, engagement, and other platform-available analytics, for a time period defined by Company. Company shall request Reporting and Performance Data from Content Creator in writing, and Content Creator shall report the requested data to Company within five (5) days.
1.9 “Services” – mean promotional/content creation services, namely the preparation of Content, including but not limited to videos and stills, according to the requirements specified in this Agreement and Exhibit A (the “Services”).
2. Engagement of the Content Creator
2.1 During the term of this Agreement, the Content Creator shall provide the Services of certain Content creation, produced, and customized specifically and exclusively for the Company. The Company shall accept Services provided by the Content Creator and pay for the Services and Content rendered in full, according to terms and conditions agreed in this Agreement and Exhibit A.
2.2 The Content created for the Company shall comply with the terms, technical requirements and other parameters contained in the specifications provided by the Company in this Agreement and Exhibit A.
2.3 The Company and Content Creator agree that the Content Creator is performing Services and creating Content as an independent contractor and that the Content Creator is not an employee or agent of the Company. The Content Creator will perform the Services in a professional and workmanlike manner and will timely deliver any work agreed upon.
2.4 The Content Creator shall immediately disclose to the Company any conflict of interest that arises in relation to the provision of the Services and creation of Content as a result of any present or future appointment, employment or other interest of the Content Creator.
2.5 The Company shall be entitled:
(i) to control progress of the Services provision and Content creation by the Content Creator at any stage during the term of this Agreement;
(ii) to require from the Content Creator performance of Services on a timely basis and conformity of Services performed and Content created to the requirements of this Agreement and Exhibit A and any technical specification provided by the Company;
(iii) to request from the Content Creator to correct defects, errors, troubles, problems of the Services or Content provided per Company’s sole discretion.
3. Content Creator Obligations
3.1 The Content Creator shall ensure that their performance of Services and Content is of high quality and meets the standards required by the Company for the production of the Content. The final approval of the Content will be subject to Company’s assessment, who may require revisions to meet the desired quality and standard. The Content Creator must accommodate such revisions with reasonable effort.
3.2 In the event the Content contains defects, errors, or is provided not according to the Content requirements or if the Content does not comply with the requirements set in this Agreement and/or Exhibit A, the Company shall provide the Content Creator with a reasonable refusal to pay against the invoice and enable the Content Creator to remedy the defects, errors or to bring the Content in accordance with the relevant criteria of acceptance specified in this Agreement and/or Exhibit A within the timeline specified in Exhibit A. In this case, the delay in payment for the Services shall not be deemed a violation hereof.
3.3 Content Creator shall provide up to five (5) rounds of revisions to the Content at no additional cost, which shall be implemented by the Content Creator within the above specified number of days. Any revisions requested by the Company or its client in excess of the agreed number of revision rounds shall be subject to additional fees, to be mutually agreed upon in writing by the Parties prior to commencement of such additional revisions.
3.4 The Content Creator shall not remove, archive, hide, privatize, or otherwise make the Content unavailable from the applicable social media platform or account. Notwithstanding the foregoing, the Company may, at any time, for any reason or no reason and at its sole discretion, request that the Content be removed, modified, hidden, archived, or otherwise taken offline, and the Content Creator shall comply with such request within two (2) days of receiving notice from the Company. Failure to comply with a removal request within the prescribed timeframe shall constitute a material breach of this Agreement. These obligations shall survive the expiration or termination of this Agreement and shall continue indefinitely unless otherwise agreed in writing by the Company.
4. FTC & Disclosure Compliance
4.1 Content Creator agrees to clearly and conspicuously disclose the sponsored nature of the Content in accordance with all applicable laws, regulations, and industry guidelines (including, where applicable, the use of hashtags such as #ad or #sponsored). Content Creator further agrees that all such disclosures shall be made in a manner that is easily noticeable, unambiguous, and not misleading to viewers.
5. Paid Media & Whitelisting
5.1 Content Creator hereby grants Company and its clients the right to use the Content in paid media campaigns across any and all digital channels, including but not limited to Instagram, Facebook, TikTok. Content Creator further consents to whitelisting, including the authorization to run advertisements through Content Creator’s social media accounts or handles for the purpose of promoting the Content.
6. Compensation and payment
6.1 In consideration of the provision of the Services and Content creation during the term of this Agreement, the Company shall pay to the Content Creator a Fee, which is a fixed price for the provision of Services and creation of the Content, as required by this Agreement and Exhibit A. This Fee is specified and agreed upon in the Exhibit A.
6.2 The payment of the Fee shall be made to the Content Creator after the Service and Content have been delivered to the Company and the Company’s expectations are met. The Content Creator issues an invoice in the name of the Company with the Content Creator’s payment details. Payment of the Fee shall be due within fifteen (15) days following receipt by the Company and the client of (i) the final approved Content and (ii) a valid invoice issued by the Content Creator. All payments are expressly contingent upon the complete and satisfactory performance and delivery of the agreed Content in accordance with the terms of this Agreement and Exhibit A.
6.3 The Content Creator understands and agrees that the Content Creator’s Fee for any licenses and for the assignment of any intellectual property objects to the Company is included in the Fee for the respective services under the Agreement. No additional fees for any licenses and for the assignment and/or further exploitation of intellectual property rights to the Content shall be paid for.
6.4 The Content Creator shall always pay any income tax, required by law to be paid by them. Each Party to this Agreement shall independently conduct and shall be independently responsible for the submission of tax returns and calculation and payment of taxes of any kind at the place of their tax residency.
7. Exclusivity
7.1 Content Creator agrees that for a period of six (6) months before and six (6) months after the publication of the Content, Content Creator shall not promote, advertise, or collaborate with any brand or product that directly competes with the Company’s client.
7.2 Content Creator acknowledges that a breach of this provision would result in material harm that may be difficult to quantify. Accordingly, in the event of a breach, Content Creator agrees to pay liquidated damages equal to the greater of: (i) Five Thousand U.S. Dollars (USD $5,000), or (ii) two (2) times the total campaign fee, as a reasonable estimate of damages and not as a penalty.
7.3 This Section shall survive termination or expiration of this Agreement.
8. Confidentiality
8.1 The Content Creator shall not disclose, reproduce, distribute, or otherwise use any Confidential Information of Company or its clients without prior written consent of the Company, except as necessary to perform obligations under this Agreement.
8.2 Content Creator acknowledges that any breach of this provision would cause substantial harm to Company and its clients, the extent of which may be difficult to ascertain with certainty. Accordingly, in the event of any breach of this Section, Content Creator agrees to pay Company liquidated damages in the amount of Ten Thousand U.S. Dollars (USD $10,000) per violation, as a reasonable estimate of such damages and not as a penalty. The Parties agree that payment of liquidated damages shall not limit Company’s right to seek injunctive relief or any other remedies available at law or in equity.
8.3 Upon termination of the Services provision to the Company or the termination of this Agreement, the Content Creator shall promptly return to the Company any Confidential Information, that is stored and/or held in its possession in any form and on any medium. The Parties may agree on the deletion of Confidential Information, as they deem necessary. The agreed process of the deletion shall be in written form and signed by both Parties.
8.4 Provisions regarding Confidentiality shall survive any termination or expiration of the Agreement indefinitely.
9. Data & Product Fulfilment
9.1 To the extent Company collects or processes Content Creator’s personal information (including but not limited to name, shipping address, and contact details) for the purpose of delivering products in connection with this Agreement and any Exhibits, such information shall be used solely for fulfilment purposes and shall not be retained, reused, or disclosed to any third party except as necessary to complete delivery or as required by law.
10. Intellectual Property Rights (IPR)
10.1 The Content, including without limitation all intellectual property rights in the Content, will be the sole and exclusive property of the Company. The Content Creator shall grant the Company unrestricted, full, irrecoverable, worldwide right and permission to use, reproduce, modify, edit, distribute, (publicly) display, and/or publish Content in any and all media formats now known or later developed (the “IP object”), and the negatives, transparencies, prints, or digital information pertaining to them, in still, single, multiple, moving or video format, or in which the Content Creator may be included in whole or in part, or composite, or distorted in form, or reproductions thereof, in colour or otherwise, any copyrightable works, ideas, discoveries, inventions, patents, products, or other information developed in whole or in part in connection with video shooting, and the exclusive, perpetual, transferable, assignable, worldwide license to use the aforementioned IP object, on a gratuitous basis without time limit for any commercial purpose or any other lawful purpose. Such rights apply to any and all media/digital channels, including but not limited to paid advertising, organic social, websites, email, and broadcasting. The Content Creator hereby relinquish any right that they may have to examine or approve the finished product or products or the advertising copy or printed matter or electronic version that may be used in connection with the Object.
10.2 Under this Agreement the Content Creator transfers to the Company all exclusive intellectual property rights for the Services and Content and for all other intellectual property objects created by the Content Creator under this Agreement and Exhibit A, namely the exclusive right to use and dispose of the Content and Objects and exclusive right to permit or prohibit any use, rights for remaking of Objects and Content without limitations in time and area of use, including rights both currently existing and which may exist in the future.
10.3 If the Content Creator has any right to the Content, that cannot be assigned to the Company, the Content Creator hereby automatically and unconditionally and irrevocably grants to the Company for an indefinite period, despite the contract termination, unless otherwise mutually agreed by the Parties, an exclusive, even as to the Content Creator, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights.
10.4 Content Creator waives any rights to additional compensation for the usage described in this provision.
10.5 Provisions regarding Intellectual Property Rights (IPR) shall survive any termination or expiration of the Agreement indefinitely.
11. Term and Termination
11.1 This Agreement is effective as of the Effective Date and will continue in full force and effect until the full completion of obligation under this Agreement and Exhibit A by both parties or until it is terminated earlier as provided in this Agreement (the “Term”).
11.2 The Company may terminate this Agreement or any Exhibits immediately if the Content Creator: (a) engages in any conduct which, in the Company’s reasonable judgment, may harm or be reasonably likely to harm the reputation or goodwill of the Company or its clients; (b) fails to deliver the agreed Content or to meet the specified timelines stipulated in this Agreement and Exhibit A. Such actions shall constitute a material breach of this Agreement and Exhibit A.
11.3 This Agreement may be terminated immediately by the Company at any time for any reason without prior written notice to the Content Creator. This Agreement may be terminated by the Content Creator with a fourteen (14) day prior written notice to the Company.
11.4 Any provisions of this Agreement which by their nature should survive termination, including those expressly stated to survive, shall remain in full force and effect following termination or expiration of this Agreement.
12. Representations and Warranties
12.1 Content Creator represents and warrants to the Company the following:
a. the Content Creator is duly registered under the applicable laws, has full legal capacity, and is in good standing;
b. the Content Creator is 18 years or older, fully able to contract in his/her own name without breach of any prior agreement or applicable law, including, but not limited to, prior agreements with modelling and talent agencies;
c. the Content was created and Services were provided in a completely proper and highly professional manner, and this Agreement was willingly signed;
d. the entering into and performance of this Agreement by the Content Creator does not and will not violate, conflict with, or result in a material breach under any other agreement to which the Content Creator is a party;
e. the Content Creator has all necessary rights to provide Services for the Company and to perform its obligations under this Agreement without any third party approvals;
f. the Content Creator will not grant any rights under any future agreement, nor will it permit or suffer any new lien, obligation, or encumbrances that will conflict with the full enjoyment by the Company of the rights granted to the Company under this Agreement;
g. no materials provided by the Content Creator shall or will:
(i) defame any person or entity; and/or
(i) defame any person or entity; and/or
(ii) violate or infringe upon the rights of any person or entity, including, without limitation, any Intellectual Property Rights, right of privacy and/or right of publicity of any third party;
13. Limitation of Liability
13.1 Notwithstanding anything to the contrary contained elsewhere herein, neither party shall be liable to the other for any consequential, special, incidental, indirect or punitive damages of any kind or character, including, but not limited to, loss of use, loss of profit, loss of anticipated profit, loss of bargain, loss of revenue or loss of product or production, however arising under this Agreement or as a result of, relating to or in connection with the Content and Service and the parties’ performance of the obligations hereunder, and no such claim shall be made by any party against the other regardless of whether such claim is based or claimed to be based on negligence (including sole, joint, active, passive, or concurrent negligence, but excluding gross negligence), fault, breach of warranty, breach of agreement, statute, strict liability or any other theory of liability. Notwithstanding anything to the contrary, the aggregate liability of the Company for any and all claims arising out of or in connection with this Agreement and Exhibit A shall be limited to, and shall not exceed, the total Fees (and any applicable interest) paid or payable under this Agreement as set forth in Exhibit A.
14. Indemnification
14.1 The Content Creator shall be solely liable for, and shall indemnify, defend and hold harmless the Company and assigns from any claims, suits, judgments or causes of action initiated by any third party against the Company where such actions result from or arise out of the Services performed by or Content created by the Content Creator under this Agreement and Exhibit A or due to the Content Creator’s infringement of terms under this Agreement and Exhibit A or any infringement of intellectual rights of any third party. The Content Creator shall further be solely liable for, and shall indemnify, defend and hold harmless the Company and assigns from and against any claim or liability of any kind (including penalties, fees or charges) resulting from the Content Creator’s failure to pay the taxes, penalties, and payments referenced in this Agreement. The Content Creator shall further indemnify, defend and hold harmless the Company and assigns from and against any and all loss or damage resulting from any misrepresentation, or any non-fulfilment of any representation, responsibility, covenant or agreement on its part, as well as any and all acts, suits, proceedings, demands, assessments, penalties, judgments of or against the Company relating to or arising out of the activities of the Content Creator and the Content Creator shall pay reasonable attorneys’ fees, costs and expenses incident thereto.
15. Non-Circumvention
During the Term of this Agreement and for a period of twelve (12) months thereafter, the Content Creator shall not, directly or indirectly, contact, solicit, negotiate with, contract with, or otherwise engage with the Brand independently or outside of the Company in relation to sponsorships, collaborations, marketing campaigns, promotional services, or other commercial opportunities introduced by the Company, unless expressly approved in writing by the Company. This restriction applies whether such engagement is paid or unpaid and regardless of whether the Agreement has expired or been terminated.
16. Governing Law and Dispute Resolution
16.1 If the Parties are unable to resolve their dispute within thirty (30) Calendar Days, the following governing law and jurisdiction shall apply.
17. Miscellaneous
17.1 This Agreement may not be assigned by the Content Creator without the prior written consent of the Company, which consent may be withheld for any reason or no reason upon Company’s sole discretion. The Company may freely assign all its rights, title, and interest under this Agreement.
17.2 This Agreement and its Exhibits constitute the entire agreement between the Parties concerning the subject matter hereof and supersedes all written or oral agreement or understanding with respect thereto. No amendment or variation of this Agreement or any of the documents referred to in it shall be effective unless it is in writing and signed by authorized representatives of the Parties.
17.3 If any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
17.4 All notices and other items from one Party to the other hereunder will be addressed to the address set forth in this Agreement or to such other address as the addressee may designate in writing. Notice shall be deemed complete when:
(a) for materials personally delivered, when actually received by the Party to whom addressed,
(b) for commercial overnight delivery service materials, when delivered to the commercial overnight delivery service company, and
(c) for email and messages, at the time the email is sent to a valid email address, or the message is sent to the other Party. All notices to the Content Creator shall be sent to the contact information documented in the relevant IO between the Parties;
and all notices to the Company shall be sent to:
Mailing address: Weteringschans 109, 1017SB, Amsterdam, the Netherlands
Email: info@loopagency.io
17.5 This Agreement may be executed in any number of counterparts and by the Parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives, as of the Effective Date on the respective IO. Both Parties hereby duly warrant that they have the right and capacity to enter into this Agreement, and agree to be bound by it in full.