Last Modified: November 15, 2024
PLEASE READ THIS CONTENT CREATION TERMS CAREFULLY.
These terms (the ‘Verv Content Creation Terms’) together with the Content Creation Order (as defined below) form a legal agreement (the ‘Content Creation Agreement’) between Verv Inc. (‘Verv’, ‘Customer’ ‘us’, ‘we’ or ‘our’) and the Creator (the ‘Creator’, ‘you’, or ‘your’) listed on the Content Creation Order signed by the Parties.
By entering into and signing the Content Creation Order which is governed by and incorporates these terms (the ‘Content Creation Order’) you agree to the terms of this Content Creation Agreement which will bind you. The Content Creation Order is governed by and incorporates these Verv Content Creation Terms. Capitalized terms not defined in the Content Creation Order have the meaning given to them in the Verv Content Creation Terms. Capitalized terms not defined in these Verv Content Creation Terms have the meaning given to them in the Content Creation Order.
In the event that there is any conflict between the provisions of the Content Creation Order and these Verv Content Creation Terms, the provisions of the Content Creation Order shall take precedence.
Content: refers to any work product created or provided by the Creator under the Content Creation Order. This includes, but is not limited to, video footage, images, photographs, audio recordings, graphics, animations, text, and any other digital or physical media created in relation to the services requested by Verv. Content also includes any elements or personal attributes of the Creator or third parties featured in the work (such as names, likenesses, voices, performances, or other identifying elements).
Customer: refers to Verv Inc., a Nevada corporation with its principal place of business at 9107 West Russell Road Suite 100, Las Vegas, NV, 89148-1233.
Creator: refers to the individual or entity providing content creation services as outlined in the Content Creation Order.
Parties: refers collectively to the Creator and the Customer. Each may be referred to individually as a ‘Party’ and together as the ‘Parties’.
Reporting period: a time period which is equal to 1 (one) calendar month, unless another time period is specified by Parties. The partial first, the last and other partial calendar months during the Agreement term will be considered as independent Reporting periods.
Business day/ day: any day of the week, except Saturday and Sunday.
Upon submission of the Content, the Creator irrevocably assigns to Verv all rights, title, and interest in and to the Content, including all intellectual property rights. This transfer includes, but is not limited to, copyrights, trademarks, patents, trade secrets, and moral rights. Verv is granted full, exclusive, perpetual, and worldwide rights to use, modify, distribute, sublicense, and sell the Content, for any purpose, including commercial, advertising, and promotional uses across all platforms and media, whether currently known or developed in the future.
The Creator agrees that they will not retain any rights or claims to the Content and will not use or exploit the Content without prior written consent from Verv.
By agreeing to these terms, the Creator grants Verv an unlimited, irrevocable right to use the Creator’s name, image, likeness, voice, and other personal attributes (as applicable) as captured in the Content for any commercial, promotional, or advertising purposes, including in the Verv’s and its affiliates mobile applications, websites, social media platforms, and any other media. The Creator warrants that any third-party individuals who appear in the Content have also granted full and irrevocable permission for their likeness or performance to be used by Verv under the same terms.
The Creator agrees to create and deliver the Content in accordance with the requirements specified in the Content Creation Order. The Content must meet the Verv’s quality standards and adhere to any specific guidelines or deadlines provided. Content must be delivered through the agreed-upon method (e.g., upload to a designated link or platform) within the time frame specified in the Content Creation Order.
All Content must be created by the Creator and not generated, edited, or enhanced by artificial intelligence tools without prior disclosure and prior written consent from Verv.
Verv will review the submitted Content to ensure it meets the requirements specified in the Content Creation Order. We reserve the right to request revisions if the Content does not meet the established criteria. Revisions must be completed by the Creator within the timeline set by Verv. Payment will only be issued after the Content is reviewed and found to meet the requirements.
The Creator is entitled to receive remuneration for Content creation, in the amount and on the terms specified in the Content Creation Order. The agreed amount of remuneration is final and includes all applicable taxes, fees, and charges. The Creator acknowledges that no additional payments, including for taxes or other related costs, will be made by Verv unless such expenses are expressly stated in the Content Creation Order.
Unless otherwise provided in the Content Creation Order all remuneration amounts are expressed in USD. All payments between the Parties are processed in USD, unless otherwise agreed by the Parties.
Unless otherwise agreed by the Parties, remuneration payment under the Content Creation Order is made via bank or PayPal transfer to the payment account specified in the invoice. Any fees charged by Creator's bank or payment service shall be paid by the Creator and shall be considered included in Creator's remuneration.
Every month, by the 5th day, the Creator will send the Customer an invoice covering the remuneration for the Content created during the previous Reporting period, unless otherwise agreed by the Parties in the Content Creation Order. Payment is made after Verv accepts the final version of the Content within 30 days from the date of invoice submission, unless otherwise agreed by the parties in the Content Creation Order.
The remuneration for the transfer of intellectual property rights to the Content, which may be effectively transferred under the law, is included in the remuneration for the Content creation and is not subject to any additional payment.
Prepayment is allowed during the settlement process of the Content Creation Agreement. In this case, the payments made by way of prepayment are counted towards the cost of the Content created by Creator as invoices are issued. The cost of the Content exceeding the prepayment made by the Customer shall be paid by the Customer within 10 (ten) Business days following the Reporting Period, or within another term established by agreement of the Parties.
The Creator cannot reimburse any additional costs or expenses incurred during Content creation, unless such costs are specifically agreed upon and pre-approved in the Content Creation Order.
The Creator agrees not to disclose any confidential information obtained during the creation of the Content, including but not limited to technical, business, or personal data related to Ver’s projects, products, or services, unless required by law. The Creator must also ensure that the Content does not infringe upon the privacy or confidentiality rights of any third parties.
The Creator may not disclose information about the Content being created, including the content of the Content Creation Order, the brief for Content creation, and other information about trends in Verv content that they become aware of, without express written permission from Verv.
The Creator represents and warrants that:
Verv reserves the right to terminate the Content Creation Agreement if the Creator fails to meet the terms of the Content Creation Order or these Content Creation Terms. Termination can be immediate in the case of non-compliance or significant breach of the Content Creation Agreement.
The Content Creation Agreement may be terminated on demand by either Party if one of the Parties of the Content Creation Agreement becomes subject to EU or US sanctions or the performance of an obligation under the Content Creation Agreement by either Party violates the requirements of EU or US sanctions. Termination of the Content Creation Agreement on this basis shall take place from the moment the corresponding Party makes a claim.
Upon termination, the Creator must cease using any Customer-provided materials and promptly return any confidential information or property belonging to Verv.
The Creator agrees to indemnify and hold Verv harmless from any claims, damages, or liabilities (including legal fees) that may arise from third-party claims related to the Content, including but not limited to intellectual property disputes, third party appearances in the Content, defamation claims, or breaches of contract. This indemnification obligation will continue even after the termination of the Content Creation Agreement.
Under no circumstances shall Verv be liable to the Creator or any third party for any indirect, incidental, special, or consequential damages, including but not limited to lost profits or business interruptions, arising from or related to this Agreement, regardless of the cause of action or theory of liability, whether based on contract, tort (including negligence), or otherwise. This limitation applies even if Verv has been advised of the possibility of such damages or if any limited remedy fails of its essential purpose.
In no event shall Verv's total liability arising out of or in connection with this Content Creation Agreement exceed the total payments made by Verv to Creator under this Agreement for the creation of the Content.
These Verv Content Creation Terms, any non-contractual obligations arising in connection with them, and litigation between the Creators and Verv Inc. shall be subject to US law only. The state and federal courts in Las Vegas, Nevada, shall have non-exclusive jurisdiction to determine any dispute arising in connection with these Verv Content Creation Terms, including disputes relating to any non-contractual obligations.
These Verv Content Creation Terms being a part of the Content Creation Agreement shall be governed by the laws of the State of Nevada, USA, without regard to the conflicts of law provisions of any jurisdiction. To the extent that any lawsuit is permitted under this Agreement, the Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Nevada, USA.
Entire Agreement. These Content Creation Terms, together with the Content Creation Order, represent the entire Content Creation Agreement between the Parties with respect to the subject matter hereof.
Amendments. Any changes to these Content Creation Terms must be in writing and set forth in a corresponding Content Creation Order.
Severability. If any provision of these terms is found to be unenforceable, the remaining provisions will remain in full force and effect.
Communication. The Parties communicate via email, Skype, other messengers, collaboration work systems Slack, Jira, Trello, Confluence, etc. The main communication method between the Parties will be chosen by the Customer and might be changed any time.
Notices. Any notification between the Parties is inappropriate unless it is made in writing. The term «in writing» includes email, documents signed with an electronic signature and facsimile communication. The Parties use email and addresses specified in the Content Creation Order. Any notice might be delivered by commercial messenger or courier service, or by registered or certified mail (return receipt requested), but the same notices must always be sent by email.
If you have any questions or concerns about these Verv Content Creation Terms you may contact us at:
Verv Inc.
Address: 9107 West Russell Road Suite 100, Las Vegas, NV, 89148-1233, United States
Email: info@verv.com