stylink UGC (Brands)

1. Description of the services

STYLINK Social Media GmbH, Friedrich-Ebert-Str. 181-183, D-48153 Münster (hereinafter "stylink") is the operator of the platform through which interested parties (hereinafter "brand" or "brands") can commission stylink to create video clips (hereinafter "post" or "video") (hereinafter "stylink UGC"). Stylink will subcontract external providers to create the contribution (hereinafter "creator" or "creators") and grant the brand the unlimited right to use the contribution for the purposes of online marketing of the brands or their products in the context of social media and other activities.

Access to stylink UGC is available at the web address "ugc.stylink.com" for brands or via the iOS or Android app (creators). The web address and the apps are hereinafter referred to together as the "platform".

The brand creates a description of the desired order (hereinafter "briefing") and submits this via the functions provided on stylink UGC (hereinafter "order").

The creators connected via stylink can view the order and apply to create the contribution. For this purpose, the creators create digital applications.

The brand can view the applications and then select a creator.

stylink gives the selected creator an order to create the article in accordance with the briefing and other specifications under their own responsibility.

After the creator has created the article, they will upload the article to stylink UGC and thus make it accessible to stylink and the brand.

2. Scope of the General Terms and Conditions

(1) The following General Terms and Conditions (the "GTC") regulate the legal relationship between stylink and the users. Agreements made individually with the user in individual cases always take precedence over these GTC. The content of such agreements requires a contract or confirmation from stylink - in each case at least in text form - unless there is evidence to the contrary.

(2) If a user uses their own terms and conditions and these deviate from these GTC, these GTC take precedence, even if stylink has not expressly objected to the user's terms and conditions.

3. Requirements for all users

(1) Users can access stylink UGC by opening a user account (hereinafter "account") by providing the information required for this purpose. When opening the account, users must accept these GTC. After opening the account, users can use the functions of stylink UGC.

(2) It is the user's responsibility to carefully check or seek expert advice as to whether stylink UGC meets the user's requirements. The user is also responsible for meeting the minimum hardware and software requirements for using stylink UGC. The creation and maintenance of the user's connection to the Internet is not the subject of this contract, but is the responsibility of the user.

(3) When opening the account, the user must have full legal capacity. The account may only be opened in the name and on behalf of the user himself; opening an account for third parties is prohibited. When opening an account for a legal person or company, the person acting must be authorized to do so. In this case, the legal entity or company represented is the "user" within the meaning of these terms and conditions.

(4) The user assures that he or she will provide truthful and complete information when registering or when contacting stylink or other users. If this is not the case, stylink reserves the right to exclude the user from using the platform and other stylink services.

(5) Users are not authorized to pass on any access data and passwords issued to them to third parties. If third parties gain access to a user's stylink account or there is suspicion of misuse, the user is required to contact stylink immediately to have his or her data changed.

(6) Each user undertakes not to transmit any content containing viruses, Trojans or other programming that could damage the stylink system. In the event of a violation, the user will be immediately excluded from using stylink. The user is also obliged to compensate stylink for any damage caused to stylink as a result of any culpable breach of the above obligations.

4. Subject of the service

stylink creates the ordered contribution in accordance with the brand's order (briefing) and grants the brand the right to use it without any time or geographical restrictions at the time of acceptance in return for payment of the agreed remuneration. To create the contribution, stylink will use the external service provider selected by the brand via the stylink UGC platform as the creator. The contribution will be made available to the brand electronically via the stylink UGC platform for download.

5. Conclusion of contract

(1) By using the order function provided for this purpose on stylink UGC (pressing the "order button"), the brand submits a binding offer to stylink to create a video corresponding to the briefing and acknowledges the validity of these General Terms and Conditions for the order underlying the offer. The amount of the remuneration (plus statutory sales tax) is displayed on stylink UGC before the order is placed.

The brand undertakes to provide stylink with all information necessary for the selection of creators and the fulfillment of the order as part of the transmission of the briefing and to describe this as precisely as possible. The aim is to avoid misinterpretations and possible disputes regarding the selection of creators and the creation of the contribution. The briefing must contain information on the following points in particular:

a) Product to be advertised and product description as well as information on whether and in what form the product will be made available to the creator

b) technical details on the desired contribution (e.g. length of the video, aspect ratio, sequence of the video)

c) Content details that should be mentioned in the contribution (e.g. call to action, etc.) or information on undesirable content or representations.

d) Gender and age group of the creator

e) Any deadlines for the creation of the contribution

f) Additional requirements for the creator or the contribution.

(2) The binding conclusion of the contract takes place when stylink sends a confirmation by email to the brand, with an acceptance period of two weeks.

(3) stylink is not obliged to respond to briefings from the brand or to create offers based on briefings.

(4) The assumption of guarantees for certain properties of the contribution requires written confirmation by stylink in order to be effective.

(5) The services provided by stylink do not include any legal review or legal advice (e.g. with regard to fair competition practices) and do not serve to fulfill the brand's statutory information obligations (e.g. mandatory information to consumers).

6. Creator selection; remuneration; acceptance

(1) Creators can apply for orders from brands approved by stylink directly to the brand. The brand will be informed of the application by message after the first three applications from creators.

(2) The brand can cancel an order that has already been placed by contacting stylink Support (mailto: ugc-brands@stylink.com). If one or more applications for the briefing have already been made available on stylink UGC at this point, the brand will receive a refund of the remuneration minus a cancellation fee of EUR 15.00 (plus VAT). After a creator has been selected, such cancellation by the brand is no longer possible.

(3) The brand is obliged to make a binding selection of suitable creators within a maximum of 14 days of receipt of the first application and also to provide any necessary production resources within this period. If the deadline expires without the brand having selected a creator, the contract is automatically terminated by withdrawal. The brand will receive a refund of the payment made, less a cancellation fee, which corresponds to EUR 15.00 if an application is not selected, and 40% of the order value (plus sales tax in each case) if a selection is made but the production resources are not provided.

(4) stylink does not guarantee that the selected creator will actually accept the order afterwards; in this case, stylink will initiate new applications.

(5) After completion of the contribution and stylink has checked the contribution for compliance with the briefing requirements, stylink will make the contribution available to the brand as a finished work for download. The brand then has 10 days - starting from the time of upload - to accept the contribution or request a revision. However, a revision can only be requested if the briefing requirements were not taken into account in the contribution. If no revision is requested within the deadline, the order is deemed to have been accepted and successfully completed after the 10-day period has expired.

(6) When stylink confirms an order, the brand owes payment of the full remuneration (prepayment). Payment is made using Stripe, Inc. (https://stripe.com/de) as the payment service provider. stylink will issue an invoice in accordance with the provisions of Section 14 of the German VAT Act. The invoices are made available to the brand electronically. stylink can send payment reminders to the brand electronically.

(7) If the brand defaults on payments, stylink has the right to refuse to fulfill any services due to the brand and to block access to the platform until the default has been remedied. Stylink's other legal and contractual rights due to the brand's default in payment remain unaffected.

7. Production resources

(1) If the brand provides production resources (e.g. copies of the products to be advertised) for the production of a contribution, these become the property of stylink. This also applies if the brand provides possession of the production resources directly to the commissioned creator. In this respect, the brand has no claim to return or compensation from stylink.

(2) At the written request of the brand, stylink will endeavor to return the production resources to the brand. However, there is no right to the return of production resources.

8. Rights of use

(1) Upon full payment of the agreed remuneration, the brand receives an exclusive right of use for the contribution created as part of the order and made available to the brand for download, unlimited in time and space, but limited in accordance with the following provisions.

(2) The right of use applies exclusively for the purposes of online advertising for the brand and its products presented as part of the contribution.

(3) The right of use includes the right to change the contribution to the extent that this is useful for improving the advertising effect of the contribution and does not affect the legitimate interests of the creator and stylink.

(4) The right of use may only be transferred or sublicensed to third parties to the extent that this is necessary for the contractual use of the rights granted above.

(5) stylink will, within the framework of its agreements ensure with the creator of the contribution that the transfer of usage rights to the brand is possible in accordance with this clause.

9. Liability and responsibility

(1) Stylink is not liable for the violation of third-party rights if this is not the responsibility of Stylink or if the product/contribution that is the subject of the contract was used by the user outside of the contractual provisions.

2) The user indemnifies Stylink from all claims that third parties assert against Stylink due to an infringement of their rights by the user in question. In this respect, the user must also bear the costs of any necessary legal defense, including legal and court costs at the statutory rate. The user will not be indemnified if he or she is not responsible for the infringement. In particular, the user will support stylink in defending itself against the aforementioned claims by making statements, such as affidavits, and by providing other information, and will work to ensure that third-party claims are asserted directly against the user. Further claims against the user, such as claims for damages in particular, are expressly reserved.

(3) Every user is obliged to inform stylink immediately if they become aware of a possible infringement of third-party rights.

10. Withdrawal from the contract

stylink reserves the right to withdraw from a contract concluded with Brand for the following reasons:

1. a) Failure to cooperate on time in accordance with Section 6 Paragraph (3)

2. b) Violation of the confidentiality obligation in accordance with Section 13

3. c) Intentional or grossly negligent violation of other essential obligations of these General Terms and Conditions by Brand

4. d) in accordance with statutory provisions.

11. Warranty

(1) stylink guarantees that the contribution meets the specifications according to the briefing.

(2) As long as the specifications according to the briefing are met or there are only minor deviations, the brand cannot refuse to accept the contribution. This applies in particular if the brand has not made any other specifications in the briefing regarding any parts of the contribution that it objects to. If the brand is obliged to accept the contribution according to the above rules, stylink has complete discretion as to whether it changes or edits the contribution in accordance with any requests expressed by the brand. There is no obligation to do so. Such a request for editing will only be implemented in return for additional compensation, which may be determined in accordance with Sections 612 or 632 of the German Civil Code.

(3) If the brand requests that the selected creator be replaced, stylink will examine it at its own discretion (unless the contribution is defective); stylink will regularly consider such an exchange if design elements have been chosen in the post that represent the brand or the product advertised in the post in a way that is obviously unreasonable for the brand. Otherwise, paragraph (2) applies accordingly.

(4) If the selected creator does not create the post or does not do so on time, the brand is entitled to withdraw from the contract unless stylink and the brand agree on another creator. Stylink is not liable for any further failure or delay in the creator's performance.

12. Liability and responsibility

(1) stylink is ultimately liable within the framework of the contractual relationship as follows:

1. a) stylink is liable without limitation for intent and gross negligence as well as for damages resulting from injury to life, body or health.

2. b) In cases of slight negligence, stylink is liable for breach of a material contractual obligation. A material contractual obligation within the meaning of this regulation is an obligation whose fulfillment makes the implementation of the contract possible in the first place and on whose fulfillment the contractual partner can therefore regularly rely. However, this liability is limited to the damage that was foreseeable at the time the contract was concluded and that would typically be expected to occur.

(2) The above limitations of liability apply accordingly to employees, representatives, agents and vicarious agents.

(3) Any liability for guarantees given and for claims based on the Product Liability Act remains unaffected.

(4) Insofar as the user has a claim against third parties, the user's liability claim against stylink is deferred in such a way that the user must first assert the damage against the third party. stylink will assign to the user its own claims against third parties that are necessary for the enforcement of the user's claims against them.

(5) stylink reserves the right to raise the objection of contributory negligence. The user is particularly obliged to back up data and to ward off malware in accordance with the current state of the art. However, this only applies to data backup if and to the extent that it is not part of the contractual services in accordance with the contractual agreements.

(6) Claims for defects expire eighteen months from the start of the statutory period, unless the defect was fraudulently concealed.

13. Confidentiality

(1) The contracting parties undertake to treat all confidential information that becomes known to them during the implementation of this contract as confidential and to use it only for contractually agreed purposes.

(2) Confidential information within the meaning of this provision is information, documents, details and data that are designated as such or are to be regarded as confidential by their nature. stylink undertakes to grant access to the user's confidential information only to those employees who are entrusted with the provision of services within the framework of this contract. The contracting parties will not apply for protection rights for confidential information of the other contracting party.

(3) If a public authority requests confidential information in the aforementioned sense, this contracting party must be informed immediately and before the information is released to the public authority, provided that no mandatory legal provisions or official orders prevent this.

(4) The rights and obligations under this section on confidentiality are not affected by the termination of the cooperation.

14. Protection of stylink's rights, contractual penalty

(1) Users are prohibited from using stylink's copyright, trademark or property marks

1. a) outside of the contractual authorization,

2. b) removing, changing or concealing them.

(2) Users are also prohibited from changing products; this also applies to products or components of products supplied by third parties.

(3) If contact is made between the brand and a creator for the first time via stylink, the brand is prohibited from entering into a cooperation relationship with the respective creator outside of the platform for a period of 6 months after the order has been successfully completed. In the event of a violation, the brand is obliged - regardless of further claims - to pay a contractual penalty of EUR 500 per creator and per cooperation to stylink.

(4) Paragraph (3) applies accordingly to the creator's contact with brands; however, a contractual penalty is not owed in this respect. However, stylink reserves the right in particular to block the account of the respective creator and to assert claims for injunctive relief and damages.

15. Data protection

The information on data processing agreed upon during registration applies.

16. Customer references

(1) Unless otherwise agreed or the brand does not expressly object, the brand agrees to serve as a reference for stylink upon conclusion of the contract. The references may be presented in both digital and non-digital form. When displaying the reference, stylink may use the article, the company or brand name, the logo and publicly known information such as the industry.

(2) The brand can have the reference removed at any time. stylink will remove the reference within 30 days.

17. Final provisions

(1) German law applies to contracts between stylink and the brand. The place of jurisdiction for all disputes arising from contractual relationships between stylink and the brand is Münster. The UN Convention on Contracts for the International Sale of Goods is excluded.

(2) The rights and obligations arising from this contractual relationship can only be transferred with the consent of the other contracting party.

(3) Claims arising from this contractual relationship may only be assigned with the written consent of stylink.

(4) stylink reserves the right to change and adapt the General Terms and Conditions at any time. Users will be informed of changes immediately. Each user has the opportunity to object in writing or electronically (email) within two weeks of the changes being announced. The subsequent continued use of the platform or stylink will be deemed as consent to the amended terms and conditions.

(5) Should individual provisions of these terms and conditions be or become invalid in whole or in part or should there be a gap in these terms and conditions, this shall not affect the validity of the remaining provisions. In place of an invalid provision, the valid provision that comes closest to the purpose of the invalid provision shall be deemed to have been agreed. In the event of a gap, the provision shall be deemed to have been agreed that corresponds to what would have been agreed according to the economic purpose of these terms and conditions if the parties had considered this circumstance from the outset.

Copyright: STYLINK Social Media GmbH, All rights reserved
As of: May 2024

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