SPONSORED CONTENT CREATION TERMS
Last Modified: February 15, 2025
PLEASE READ THIS SPONSORED CONTENT CREATION TERMS CAREFULLY.
These terms (the ‘Verv Sponsored Content Creation Terms’) together with the Sponsored Content Creation Order (as defined below) form a legal agreement (the ‘Sponsored Content Agreement’) between Verv Inc. (‘Verv’, ‘Customer’ ‘us’, ‘we’ or ‘our’) and the Creator (the ‘Creator’, ‘you’, or ‘your’) listed on the Sponsored Content Creation Order signed by the Parties.
By entering into and signing the Sponsored Content Creation Order which is governed by and incorporates these terms (the ‘Sponsored Content Creation Order’) you agree to the terms of this Sponsored Content Agreement which will bind you. The Sponsored Content Creation Order is governed by and incorporates these Verv Sponsored Content Creation Terms. Capitalized terms not defined in the Sponsored Content Creation Order have the meaning given to them in the Verv Sponsored Content Creation Terms. Capitalized terms not defined in these Sponsored Verv Content Creation Terms have the meaning given to them in the Sponsored Content Creation Order.
In the event that there is any conflict between the provisions of the Sponsored Content Creation Order and these Verv Sponsored Content Creation Terms, the provisions of the Sponsored Content Creation Order shall take precedence.
Sponsored Content: refers to any work product created or provided by the Creator under the Sponsored Content Creation Order. This includes, but is not limited to, social media posts, stories and/ or reels with swipe-up links video content, images, photographs, audio recordings, graphics, animations, text, blog articles, livestream mentions, and any other digital or physical media created in relation to the services requested by Verv. Sponsored 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 and publishing services as outlined in the Sponsored 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.
The Creator retains all rights, title, and interest in and to the Sponsored Content, including all associated intellectual property rights, unless otherwise agreed in writing. By entering into this agreement, the Creator grants Verv a limited, non-exclusive, royalty-free, worldwide license to use, display, and share the Sponsored Content for the purpose of verifying performance, promotional and advertising campaign monitoring, and record-keeping.
If the Parties wish to establish different terms regarding the ownership or use of the Sponsored Content, they may do so in the Sponsored Content Creation Order or through another written arrangement. Any such agreement will take precedence over the default terms stated herein.
The Creator acknowledges that they are responsible for ensuring that the Sponsored Content complies with all applicable laws and regulations, including FTC disclosure requirements.
By agreeing to these terms, the Creator grants Verv a limited, non-exclusive, royalty-free right to reference and share the Sponsored Content, including the Creator’s name, image, likeness, voice, and other personal attributes (as applicable), for the purpose of verifying advertising campaign execution and promotional monitoring.
Any broader use of the Creator’s likeness by Verv, including for commercial, promotional, or advertising purposes beyond the Creator’s original publication, shall be subject to a separate agreement outlined in a Sponsored Content Creation Order or another written agreement between the Parties.
The Creator warrants that any third-party individuals appearing in the Sponsored Content have granted all necessary permissions for their likeness or performance to be used in accordance with these terms. The Creator shall be responsible for obtaining such permissions as required.
The Creator agrees to create and publish the Sponsored Content in accordance with the requirements specified in the Sponsored Content Creation Order. The Sponsored Content must meet Verv’s quality standards and comply with any specific guidelines, branding requirements, or deadlines provided. Sponsored Content shall be delivered through the agreed-upon method (e.g., published on the Creator's social media account) within the time frame specified in the Sponsored Content Creation Order.
All Sponsored Content must be originally created by the Creator and shall not be generated, modified, or enhanced using artificial intelligence tools without prior written disclosure and explicit consent from Verv.
Verv will review the created Sponsored Content to ensure it meets the requirements specified in the Sponsored Content Creation Order. We reserve the right to request revisions if the Sponsored Content does not meet the established criteria. Revisions must be completed by the Creator within the timeline specified in the Sponsored Content Creation Order or as otherwise communicated by Verv.
Verv reserves the right to reject Sponsored Content that does not comply with the Sponsored Content Creation Order, agreed upon quality standards, the provided brief, or any other specified requirements. If the Sponsored Content is rejected, Verv shall not be obligated to make any payment unless otherwise agreed by the Parties.
Payment shall only be made if the Sponsored Content is approved by Verv, unless otherwise specified in the Sponsored Content Creation Order.
The Creator is entitled to receive remuneration for Sponsored Content creation and publishing, in the amount and on the terms specified in the Sponsored 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 Sponsored Content Creation Order.
Unless otherwise provided in the Sponsored 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 Sponsored Content Creation Order shall be made via bank or PayPal transfer to the payment account specified in the invoice. Any fees charged by the Creator's bank or payment service provider shall be paid by the Creator and shall be considered included in the Creator's remuneration.
Every month, by the 5th day, the Creator will send the Customer an invoice covering the remuneration for the Sponsored Content created during the previous Reporting period, unless otherwise agreed by the Parties in the Sponsored Content Creation Order.
Payment shall be made after Verv accepts the final version of the Sponsored Content and after the Sponsored Content is published by the Creator, unless otherwise agreed by the Parties.
Payment is due within 30 days from the date of invoice submission, unless otherwise agreed by the parties in the Sponsored Content Creation Order.
If the Parties have explicitly agreed that the intellectual property rights to Sponsored Content are to be transferred to Verv, the remuneration for the transfer of intellectual property rights to the Sponsored Content, which may be effectively transferred under the law, is included in the remuneration for the Sponsored Content creation and shall not be subject to any additional payment.
Prepayment is allowed as part of the settlement process under the Sponsored Content Agreement. In this case, the payments made by way of prepayment shall be applied towards the cost of the Sponsored Content created and published by the Creator as invoices are issued. The cost of the Sponsored 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 shall not be entitled to reimbursement for any additional costs or expenses incurred during Sponsored Content creation and publishing, unless such costs are specifically agreed upon and pre-approved in the Sponsored Content Creation Order.
The Creator agrees not to disclose any confidential information obtained during the creation of the Sponsored 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 Sponsored Content does not infringe upon the privacy or confidentiality rights of any third parties.
The Creator may not disclose information about the Sponsored Content creation and publishing terms, including the content of the Sponsored Content Creation Order, the brief for Sponsored 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 Sponsored Content Agreement if the Creator fails to meet the terms of the Sponsored Content Creation Order or these Sponsored Content Creation Terms. Termination can be immediate in the case of non-compliance or significant breach of the Sponsored Content Agreement.
The Sponsored Content Agreement may be terminated on demand by either Party if one of the Parties of the Sponsored Content Agreement becomes subject to EU or US sanctions or the performance of an obligation under the Sponsored Content Agreement by either Party violates the requirements of EU or US sanctions. Termination of the Sponsored Content 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 Sponsored Content, including but not limited to intellectual property disputes, third party appearances in the Sponsored Content, defamation claims, or breaches of contract. This indemnification obligation will continue even after the termination of the Sponsored Content 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 Sponsored Content Agreement exceed the total payments made by Verv to Creator under this Agreement for the creation and publishing of the Sponsored Content.
These Verv Sponsored 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 Sponsored Content Creation Terms, including disputes relating to any non-contractual obligations.
These Verv Sponsored Content Creation Terms being a part of the Sponsored Content 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 Sponsored Content Creation Terms, together with the Sponsored Content Creation Order, represent the entire Sponsored Content Agreement between the Parties with respect to the subject matter hereof.
Amendments. Any changes to these Sponsored Content Creation Terms must be in writing and set forth in a corresponding Sponsored 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 Sponsored 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.
14. Contacts
If you have any questions or concerns about these Verv Sponsored 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