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CREATOR AGREEMENT FOR USE OF SERVICE "PRIVYET"

07-08-2021

This document is a proposal (offer) from the Company Privyet for Creators to conclude an agreement for use of Service PRIVYET (the “Agreement”) which is essentially an agency agreement on the terms set out in this document.

1. TERMS AND DEFINITIONS

1.1 Website means under this Agreement the internet site hosted at the following address http://www.privyet.ru (including all levels of this domain that operate on the date of signature of this Agreement and those launched and put into operation during its validity term) and available to Users through the website, applications, and other resources, which is intellectual property in the form of computer software program. This internet site is a set of data and commands that generates audiovisual displays (including its graphics and user interface) intended for computer operation to obtain a certain result by organizing the functionality of the internet site.

1.2 Service means hardware and software system as well as databases on the Website that allow Users to place a Request for the creation of personalized or non-personalized Content by the Creator selected by a User, also allow reviewing information about proposals for creating Content and receiving Content from a Creator.

1.3 Company Privyet  means Limited Liability Company Privyet (Main State Registration Number (OGRN) 1217700070103, Taxpayer Identification Number (INN) 7734440625) located at the following address: 123308, Russia, Moscow, Khoroshevo-Mnevniki Municipal District, ul. Mnevniki 6, Unit IV, Office 5.

1.4 Content means the advertisements, messages, and information materials created by a Creator at the request of a User, including text, graphic, audio and video materials. An example of Content is a video greeting recorded by the selected Creator to wish a happy birthday to the person specified by the User.  Most Content is expected to be of a congratulatory or other similar nature.  Content is intended for personal use by individuals rather than commercial use by organizations for advertising or other similar purposes.

1.5 Request means a query made by a User about demand for the creation and receipt of personalized Content from the Creator selected by the User. Such query is made by posting information on the Service. A Request constitutes a proposal (offer) made by a User to conclude an agreement on the conditions specified in the Request.

1.6 User means under this Agreement and other special documents posted on the Website any individual who requests or can make a Request for Content by using the Service/Website.

1.7 Creator means any individual with full legal capacity who is a well-known actor, musician, athlete, public figure, or who is famous for any other reason, registered as Creator on the Website to create Content at the Requests of Users. A legal entity may act on behalf of a Creator provided evidence is submitted to confirm that such legal entity acts precisely on behalf of this Creator.  

1.8 Services means the services for the creation of Content by a Creator provided for a fee by a Creator to a User as per the User’s Request using the Service in compliance with the rules set out in User Terms of Service and these PRIVYET Service Terms.

1.9 Service Contract means the agreement concluded when a Creator and a User use the Service for creation of Content by the Creator at the User’s Request.

1.10 Creator Account means a special section of the Service that a Creator can access after registering as Creator on the Service.

2. GENERAL PROVISIONS

2.1 This document is a proposal (offer in the meaning given under Article 437(2) of the Russian Civil Code) for a Creator to conclude an Agreement for use of Service PRIVYET on the terms set out in this document. 

2.2 This document contains elements of various agreements (Article 421(3) Russian Civil Code), in particular, agency agreement and license agreement.

3. SUBJECT MATTER

3.1 This Agreement is concluded when a Creator sends a request (offer) to the Company Privyet to register on the Service, and the Company Privyet agrees (accepts the Creator’s offer) to register the Creator on the Service by providing the Creator with access to the Website and the Service.

3.2 When registering on the Website, the Creator receives unique identification details to access his/her Creator Account. The Creator is responsible for keeping these identification details confidential. The Creator undertakes not to disclose to third parties the identification details provided to him/her when registering on the Service. If the Creator has any suspicions about the security of his/her identification details or suspects possible unauthorized use by third parties, the Creator should immediately notify the Company Privyet by sending a message through the Service. All actions performed through the Creator Account are deemed to have been performed directly by the Creator whose identification details were used to enter the relevant Creator Account. The Creator is responsible for the accuracy, relevance, completeness, and compliance with Russian law of the information provided upon registration on the Website. The Company Privyet is entitled at its own discretion to decline the Creator’s registration on the Service without giving any reasons.

3.3 Acceptance of offer, the Agreement for use of PRIVYET Service, and amendments to this Agreement are concluded and documented using the Service and do not usually require any paperwork. The written form of these documents and contracts is deemed to be observed in compliance with Article 434(2)(3) of the Russian Civil Code. If necessary, the Company Privyet may provide documents in hard copy at the request of the Creator. 

3.4 During or after the registration, the Company Privyet may require the Creator to send an electronic scanned copy or photo of his/her valid passport and other documents.

3.5 The Creator is entitled to use the Service only to conclude Service Contracts with Users by accepting the Users’ Requests, to send Content, and to make settlements with the Company Privyet and Users for their Requests.

3.6 By registering on the Website, the Creator confirms that he/she has read PRIVYET Service Terms and User Terms of Service, understands and accepts them in full before using the Service without any exceptions or restrictions. The Creator also undertakes to comply with them or stop using the Service.  The Creator shall notify the Company Privyet of the termination of use of the Service and of the withdrawal from the Agreement by sending an email to support@privyet.ru no later than 3 days prior to such termination.  

3.7 After completing registration and confirmation of registration by the Company Privyet (registration is subject to activation by the Company Privyet in the Service), information about the Creator becomes visible to Users on the Website/the Service, and the Creator gets access to the functionality of the Service.

3.8 Under this Agreement, the Company Privyet (agent) as assigned by the Creator (principal) will perform the following actions in its own name but at the expense of the Creator (principal):

3.8.1 Attract Users to the Service by promoting the Service among potential Users and providing them with the opportunity to use the Service without paying for its use;

3.8.2 Coordinate (through third-party payment services) the acceptance and processing of payments received from Users to pay for Creators’ services for creating Content at the Requests of Users.

3.9 The Company Privyet undertakes to proceed with assignment performance as soon as this Agreement is concluded. The Company Privyet performs assignments throughout the entire term of these Terms of Service.   

4. CONCLUSION OF CONTRACT BETWEEN CREATOR AND USER

4.1 A Service Contract is concluded between a User and a Creator when the Creator accepts the Requests (proposals) made by Users for the creation of Content (e.g. a request for creating a video greeting) by creating and sending Content through the Service.

4.2 The Service Contract is concluded by the Creator and the User through electronic interaction of the parties to this Contract through the Service. Although the Contract is not drawn up on paper as a separate document signed by both parties to the Contract, the written form of the contract is observed (Article 434(2) Russian Civil Code).

4.3 When registering on the Website, the Creator posts information about himself/herself as well as his/her fee for Content creation services.

4.4 The Creator may set and change his/her fee at any time in his/her Account unless otherwise expressly agreed between the Company Privyet and the Creator.

4.5 When a User sends a Request, the Creator sees it in his/her Account on the Website and receives also notification from the Service to the phone or email address specified upon registration on the Service.  If the Creator agrees with the specifications of the User’s Request, the Creator will have 7 calendar days to create the requested Content or decline this Request. Requests are declined by ignoring them or rejecting them by clicking the “Decline” button on the Service. The Creator is deemed to have declined a Request upon expiration of the specified 7-day period.

4.6 Service Contracts between Creators and Users are concluded on the terms specified in the Requests from Users, User Terms, and this Agreement. This Agreement and the User Terms are framework agreements, and their terms apply to any Service Contracts concluded through the Service. By accepting the User’s Request, the Creator accepts not only the conditions set out in the Request, but also those specified in the User Terms and this Agreement.

4.7 When the User’s Request is approved (the Request is accepted through the Service), the Creator enters into a contractual relationship directly with the User of the Service in accordance with this Agreement and User Terms. The Service Contract between the Creator and the User is deemed concluded from this moment on.

4.8 The Creator is entitled to record Content as per the Requests of Users in his/her own, free style on any recording device, striving to achieve the best available quality.

5. CREATOR FEE UNDER SERVICE CONTRACTS

5.1 The Creator fee is 75% of the Creator service fee posted by the Creator on the Service when Requests are sent by Users.

5.2 The fee is to be transferred to the Creator within 10 working days of the last day of the month in which the Creator sent Content to the User, i.e. the fee is paid once a month within 10 days of the end of the month in which Services are provided by the Creator to Users. The fee is paid provided that the amount due to the Creator exceeds RUB 5,000. If the amount due to the Creator is less than RUB 5,000, the amount will be withheld by the Company Privyet and will be paid to the Creator with the next payment when the total amount due to the Creator exceeds RUB 5,000 or when this Agreement is terminated.

5.3 Payment is made by bank transfer in Russian rubles.

5.4 The Creator should himself/herself pay taxes and other mandatory payments related to the provision of Services to Users (e.g. personal income tax, social insurance contributions). The Agent is not a tax agent for the Creator as the Agent is not a source of income for the Creator (Article 226(2) Russian Tax Code) but simply transfer to the Creator monetary funds received from the Users (Article 999 Russian Civil Code).

5.5 The Company Privyet is not liable to the Creator for non-fulfillment by the User of the obligations under the Service Contract and does not guarantee the fulfillment of Service Contracts.

6. COMPANY PRIVYET FEE

6.1 The Company Privyet fee for assignment performance under this Agreement is set as a percentage of the Creator Service Fee due to the Creator for provision of Services under Service Contracts concluded with Users.

6.2 The Company Privyet fee is 25% of the amount transferred by the User for the Creator’s Services (VAT inclusive).

6.3 The Company Privyet fee for assignment performance under these Terms of Service is withheld by the Company Privyet from the funds received from the Users of the Service.

6.4 In compliance with Article 410 of the Russian Civil Code, the Company Privyet is entitled to withhold the amounts due to the Company Privyet under this Agreement from all the amounts received by the Company Privyet from the Users of the Service.

6.5 The Company Privyet may change the fee amount unilaterally at any time. The fee amount is deemed changed as soon as the new fee is posted in Creator Accounts.

6.6 By accepting the User’s Request for provision of Services, the Creator fully agrees with the Company Privyet fee effective at that time.

7. COMPANY PRIVYET REPORT

7.1 The Company Privyet submits a report on the assignments performed under these Terms of Service by posting the following in Creator Accounts:

  • Completed User Requests (Service Contracts concluded and fulfilled);
  • Requests rejected by the Creator;
  • Pending Requests (proposals/offers made by Users for the provision of Content creation services);
  • Payment for completed Requests (amounts transferred by Users to pay for the Creator’s services);
  • Amounts of fee due and paid to the Creator;
  • Company Privyet fee amount.

7.2 By posting the information specified in clause 6.2 of this Agreement in Creator Accounts, the Company Privyet duly fulfills the obligation to provide a report as set out in Article 1008(1) of the Russian Civil Code.

8. EXCLUSIVE RIGHTS TO CONTENT

8.1 By entering into this Agreement and the Service Contracts, the Creator provides the Company Privyet and the User with a simple (non-exclusive) license (the “License”) to use Content in the Service, on the Website, and in the User’s messengers and social media with no territorial restrictions and for the entire duration of the exclusive right.

8.2 The License is provided to the User using the Service under the User Terms. By entering into this Agreement, the Creator confirms that he/she has read the User Terms, understands and accepts them.

8.3 Content may, at the Company Privyet’s discretion, be marked with the logos, trademarks, service marks of the Service and/or the Company Privyet which cannot be deleted or removed throughout the period during which Content is used by the User.

8.4 The right to use Content is provided to the Company Privyet free of charge. The Company Privyet is entitled to use Content as follows:

  • Posting it online (for public viewing): on websites, in social media, video hosting services, mass media, and other sites;
  • Processing it to create video montage (video cuts) with other video and photo with the right to publish these video montage online (for public viewing) on websites, in social media, video hosting services, mass media, and other sites.

9. PERSONAL DATA OF CREATORS

9.1 The personal data of Creators and Users are processed in accordance with the Privacy Policy posted on the Website. This Policy is an integral part of these Terms of Service.

10. LIABILITY

10.1 If the Company Privyet fails to fulfill the obligations under this Agreement, the Creator will be entitled to demand compensation only for actual damage. Liability for loss of profit is excluded, and any losses caused by the Company Privyet shall be compensated in an amount that cannot exceed the Creator Fee for each individual Request for which they arose.

10.2 The information contained in Content and Content itself should not include information that is illegal, harmful, defamatory, morally offensive, shows (or incites) violence and cruelty, infringes intellectual property rights, promotes hatred and/or discrimination on racial,  ethnic, gender, religious, social grounds, contains insults to any persons or organizations, contains elements (or promotes) of pornography, child eroticism,  advertises (or promotes) sexual services (including under the guise of other services), explains how to manufacture, consume, or otherwise use narcotic or similar substances, explosives or other weapons, contains campaigning political materials or statements, encourages the commission of other illegal actions, as well as assistance to persons whose actions are aimed at violating restrictions and bans effective in the Russian Federation.

10.3 The Creator is solely liable for any violation of the law in the Content that he/she has created (e.g. propaganda, hate speech, or other illegal campaigning materials). The Company Privyet does not check what is in each Content posted through the Service and cannot monitor the compliance of each Content with legal requirements. If any penalty is imposed on the Company Privyet (obligation to indemnify for losses, fines, or other sanctions) due to Content being in breach of the laws of the Russian Federation or any other countries, the Creator undertakes to fully compensate the Company Privyet for all losses incurred due to such breach. 

10.4 The Creator is also solely liable to third parties and for third-party claims, as well as User complaints under Service Contracts and must compensate the Company Privyet in full for the amount of any claims, obligations, costs, and expenses that the Company Privyet may incur in connection with the Creator’s violation of Russian law or contractual obligations.

11. FORCE MAJEURE

11.1 Neither Party shall be liable for partial or complete failure to fulfill an obligation under this Agreement if such failure is due to circumstances beyond the control of the Party affected by circumstances of force majeure that occurred after signing these Terms of Service.

11.2 Circumstances of force majeure are extraordinary circumstances that neither Party could have foreseen or prevented by reasonable means. Such extraordinary events and circumstances consist of but are not limited to industrial strikes (with the exception of strikes by the Parties’ workers only), floods, fires, earthquakes, and other natural disasters, wars, military actions, actions of Russian, local or foreign government authorities, and any other circumstances beyond the control of the Parties.

11.3 In the event of circumstances of force majeure, the Party unable to fulfill its obligations due to the occurrence of such circumstances must notify the other Party in writing. The notification must indicate the nature of these circumstances and explain why they prevent the Party from fulfilling its obligations under the Agreement.

11.4 If a Party fails to notify the other as required in these Terms of Service, such Party will have to compensate the other Party for possible losses.

11.5 The deadlines for the fulfillment of obligations by the Party affected by circumstances of force majeure shall be increased by the duration of these circumstances.

11.6 If circumstances of force majeure and their consequences last more than two months, the Parties shall hold special negotiations to determine possible options to fulfill these Terms of Service.

12. VALIDITY TERM, TERMINATION, AND AMENDMENT

12.1 This Agreement becomes effective and binding on the Parties as soon as it is concluded. This Agreement is concluded for an indefinite term.

12.2 This Agreement may be terminated by the Company Privyet unilaterally at any time. This Agreement is terminated by terminating the Creator’s access to his/her Account on the Website/to the Service.

12.3 The Company Privyet may unilaterally terminate this Agreement, in particular, if the Creator has not used the Service for a sufficiently long time (at the Company Privyet’s discretion). Termination does not preclude the use of Service by the same Creator in the future. 

12.4 The Company Privyet may amend this Agreement at any time, and the Creator undertakes to review this Agreement as amended upon acceptance of each User Request. By accepting a User Request, the Creator agrees with the latest version of this Agreement posted on the Website at the time of acceptance by the Creator of the User Request.

13. MISCELLANEOUS

13.1 The Company Privyet is entitled to refer to the name and image of the Creator (including his/her alias) in offers and similar materials for marketing, advertising, including on the Website and in the Service.

13.2 If any of the terms of this Agreement turns out to be unlawful in relation to any of the Parties, all other terms of this Agreement shall remain valid and in force.

13.3 The Parties acknowledge as written evidence the electronic correspondence between them, including their correspondence in the Service. The Parties acknowledge that the information transmitted using the Service is considered delivered to the other Party as soon as it is sent in the Service.

13.4 By accepting the terms of this Agreement, the Author agrees to the Privyet Company to use his image, name (including the voice of the Author), including those obtained in connection with the creation of the Content (use of the Content uploaded and/or published on the Site); obtained as a result of specially organized advertising filming; received from the Author upon request, for publication (use) in advertising (materials of an advertising and informational nature) (video clip, photograph, television broadcast, radio, etc.), including with the right to process the author's image. By giving this consent, the Author confirms that he agrees to the processing of personal data for the purposes specified in this paragraph, including collection, recording, systematization, accumulation, storage, clarification (update, change), extraction, use, transfer (distribution, provision, access), depersonalization, blocking, deletion, destruction.

14. DISPUTE RESOLUTION

14.1 Any disputes, disagreements, or claims arising between the Parties from this Agreement, including those relating to performance, violation, termination, or invalidity of this Agreement, are to be resolved as per the set pre-court dispute settlement procedure.

14.2 The pre-court dispute settlement procedure is mandatory, and failure to comply with it will preclude direct appeal to the appropriate court. The Parties have thirty (30) calendar days to respond to a complaint from the date of receipt of that complaint.

14.3 If differences cannot be settled out-of-court, they will be referred for settlement to a court at the location of the Company Privyet. 

14.4 This Agreement and any conflict, contention, litigation, or claim of any nature arising from or in relation to this Agreement shall be construed and settled in accordance with Russian law.

14.5 In addition to this Agreement, the Creator and the Company Privyet may also enter into separate agreements amending or adding to this Agreement as well as regulating the relations between the Parties not affected by this Agreement.

14.6 In case of inconsistencies between the Russian and the English texts of this Agreement, the Russian version shall prevail.