Terms & Conditions

Effective date: January 3rd, 2023

Duh Creators ("We") is a technological platform (the "Platform") belonging to AUTOLOMA S.A. ("Duh Creators") which aims to connect people with a strong presence in social networks ("Creators") or their representatives ("Agents") with companies or brands looking for Creators to advertise their brand ("Advertisers") on social network platforms, as explained below. Whenever the context permits, any reference to the Creators will include their respective Agents.

These Terms of Service constitute a legally binding agreement between you, as Creator, Agent or Advertiser, ("you") and us, as a company registered at Viamonte 1592, piso 8 depto G, Ciudad Autonoma de Buenos Aires, Argentina (C.P. 1055).

1. REGISTRATION AND ACCOUNT CREATION

1.1. If you choose to register on the Platform, you accept and agree to provide truthful, accurate, current and complete information about yourself, or, if it is a corporate entity, the company in the registration form, and keep this information up to date.

1.2. The Platform is directed towards and its use is reserved for adults 18 years of age or older. If you are under 18 years old, you will not be able to use the Platform or create an account on it.

1.3. When you register, you will create a username and password. It is your responsibility to guarantee the confidentiality of such data and you are solely responsible for any activities that take place using your account and password.

1.4. If you suspect that your password has been disclosed to a third party or if you believe that someone has used your account or password in an unauthorized manner, it is your responsibility to inform us immediately and, once you have informed us, we will proceed to send you an email so you can create a new password. We will not accept any responsibility for losses or damages arising from the unauthorized use of your account or password, unless it is determined that such use is the result of negligence on our part.

2. THE PLATFORM

2.1. You acknowledge and agree that the Platform, databases, software, hardware and other technologies used by or on behalf of Duh Creators to operate the Platform, as well as the structure, organization, data, information and code information of the Platform (collectively, the "Technology") are owned by Duh Creators or managed under license by Duh Creators.

2.2. You will not carry out on behalf of a third party or allow any third party to carry out any of the acts set forth below: (i) access, try to access, or use the Technology, except as expressly described in these Terms of Service; (ii) use the Technology in an unlawful manner or in any way that could damage, disable, overburden or limit the operation of the Technology; (iii) use automated scripts to collect technology information or interact with it; (iv) alter, modify, reproduce or create technologies derived from the Technology; (v) distribute, sell, resell, lend, lease, grant a license or sublicense or transfer any of your rights of access and use of Technology or make the Technology available to a third party; (vi) reverse engineer, disassemble, decompile or attempt to derive the method of operation of the Technology; (vii) try to circumvent or skip any technological protection measures created to restrict access to certain parts of the Technology; (viii) monitor the availability, performance or operation of the Technology; or (ix) interfere with the operation or hosting of the Technology.

2.3. The services provided by Duh Creators through its Platform are in full compliance and do not infringe the terms of service and privacy policies of the approved social network platforms (ie, Facebook, Twitter, Instagram, Tik Tok, Snapchat, YouTube and Twitch). Updated versions to the terms of service and privacy policies of the approved social networks can be found in the following URL links:

3. INTELLECTUAL PROPERTY RIGHTS - THE PLATFORM

We own all rights, titles and interests of, including but not limited to, all Intellectual Property Rights (including the reproduction right as a whole and any and all related rights, trademarks, service marks, company and domain names, copyrights, presentation of the product, goodwill and the right to file a complaint for commercial fraud or unfair competition, design rights, database rights, rights of use and protection of confidentiality, confidential information, including trade secrets and technical knowledge, and any other intellectual property rights, registered or unregistered, including applications and rights of application and concession, renewals and extensions or right to claim priority for said rights and all similar or equivalent rights or forms of protection that exist or will exist in the future anywhere in the world) of Technology and of any add-ons, improvements, updates and modifications of it. You do not obtain ownership of any nature of the Technology and you do not have the right or license to use the Technology itself, with the sole exception of the right to access the Platform and its content in accordance with these Terms of Service. The name, logo, product and service names associated with the Platform are registered trademarks of Duh Creators and you do not have the right or license to use them.

4. INTELLECTUAL PROPERTY RIGHTS - ADVERTISERS

4.1. The Platform allows you to upload your marketing campaign (hereinafter the "Promotion") to the Platform, to be used by the selected Creators. We will not have any ownership of your Trademarks (as explained below) or the Promotion.

4.2. In exchange for the services provided by the Platform, you grant us the global, non-exclusive, sub-licenseable and free of charge rights for the intellectual rights of the Promotion during the entire duration of the Promotion, in order to:

4.2.1. Share the Promotion with the Creators and allow them to incorporate it into a publication or link on social networks;

4.2.2. Use and display the Promotion on the Platform on your behalf (eg: use, host, transmit, reproduce, recode, copy, display, highlight, promote, sell, distribute and employ the Promotion as well as any associated elements or metadata that may be subject to reproduction rights, including, but not limited to, graphics, photographs and descriptions in relation to the Platform);

4.2.3. Allow the Creators to post the Promotion or to create a link to it on any of the approved Social Network Platforms (ie, Facebook, Twitter, Instagram, Tik Tok, Snapchat, YouTube and Twitch) that the Creator has to use in connection with the Promotion to transmit, display, promote, distribute, link, use and employ according to the conditions of the website of third parties and to the extent that they require it.

4.3. In order to allow us to host your Promotion in accordance with clause 4.2.2., you grant us the global, non-exclusive, sub-licenseable and free of charge rights to use, reproduce, copy and display your registered trademarks, service marks, slogans, logos or similar property rights (collectively, the "Marks"), solely in relation to the Platform.

4.4. It is your responsibility to obtain all necessary permits, licenses and authorizations to manage the Promotion, as well as to ensure that the possession and use of the Promotion by the Creator in the performance of its obligations under these Terms of Service does not infringe the intellectual property rights or the property rights of any third party.

4.5. You affirm and guarantee that: (i) the whole content of the Promotion belongs to you or you have all necessary rights to it; (ii) you have the authority to act on behalf of each and every one of the owners of any rights, titles or interests of the Promotion and its content; (iii) you have permission to use the name and identification of any person whose name or identification appears on the Promotion or is used in it, and to use that person's personal information in the manner set out in these Terms of Service; (iv) the Promotion shall not be of a defamatory, libelous, obscene or offensive nature; and (v) you have all necessary authorization to grant us all the rights included in this clause both to us and to the Creators.

4.6. You affirm and guarantee that in the use of the Promotion by us and by the Creators as set forth in these Terms of Service do not infringe or violate the rights of any third party, including, but not limited to, the privacy rights, publicity and reproduction rights, contractual rights or any other property or intellectual property rights.

5. CONDITIONS OF PUBLICATION FOR THE CREATORS

5.1. If you are a Creator, you agree to the terms of publication set forth below when using the Platform.

5.2. As Creator:

5.2.1. You will carry out the advertising tasks for all Promotions diligently, carefully, and in accordance with the specific instructions you receive from the Advertisers on each occasion;

5.2.2. You will follow the instructions and the dates that we or the Advertisers establish with respect to each Promotion and its publication form;

5.2.3. You will positively promote the Advertiser's brand on the Social Network Platforms respecting the rules and guidelines of the brand you receive;

5.2.4. You will not publish any promotion for another Advertiser on the Platform or any other platforms during the 24 hours before and after uploading a publication in connection with the Promotion;

5.2.5. You will not advertise any other brand that competes or aims to compete with the Advertiser ("Competitor"), including those Competitors indicated in the rules provided by the Advertiser, on the Platform or outside of it during the 3 months after uploading a publication in relation to the Promotion without the prior written consent of the Advertiser;

5.2.6. In the event that we request you to eliminate any publications or links published or communicated to a third party in relation to the Promotion, you will do so immediately;

5.2.7. You will not remove publications, links and files in connection with the Promotion that have already been published at any point in time, unless the Advertisers or we request it explicitly.

5.3. All the material that involves the Promotion or that is related to it, before its publication on the different social networks platforms, will be sent to the Advertiser for approval, a minimum of 2 working days before it is to be posted. The approval of the material corresponds exclusively to the Advertiser or to Duh Creators and the decision is final.

5.4. You will not perform or allow any action to be taken that is detrimental to our reputation, image, value and goodwill or to the reputation, image, value and goodwill of the Advertiser or the Promotion.

5.5. You will ensure that any publication, link or file that you create is in accordance with the following conditions, as well as its disclosure and publication:

5.5.1. It complies with all laws, regulations, regulatory policies, regulations or application codes, including all regulations and codes established by any statutory, regulatory and industrial bodies, or that we or the Advertisers communicate with you;

5.5.2. It does not infringe the property rights or intellectual property rights of any third party;

5.5.3. It is not defamatory, slanderous, obscene or offensive in nature;

5.5.4. Meets all the conditions of the social networks platforms or websites of third parties. In this respect, as a condition to make any Promotions, Creators expressly agree that they shall previously accept and comply with the terms of service and privacy policies of the approved social network platforms (ie, Facebook, Twitter, Instagram, Tik Tok, Snapchat, YouTube and Twitch);

5.5.5. It must not contain false indications or any of such nature that they induce or could lead to error; It must not be abusive, discriminatory, or induce behavior that is harmful or dangerous to health or safety;

5.5.6. Meets all relevant advertising requirements, meaning you must detail the good and/or service that is advertised, marketing conditions, including the requirement that consumers understand that a payment for promotional content has been made.

5.6. When you perform advertising tasks for a product/s that are marketed in the United States or when your content reaches the United States consumers, you must expressly inform consumers about your commercial relationship with the advertiser:

5.6.1. If you distribute or publish a post, tweet, video, photo, or any other message or comment, that leads consumers to believe they reflect your personal opinions, beliefs or experiences;

5.6.2. If the message promotes the Advertiser or their product or service;

5.6.3. For the fulfillment of section 5.6 you will have to follow the following guidelines: Your business relationship should be in your post, message, comment, tweet, photo or video. Make sure that your commercial relationship with the Advertiser is clear in every post, photo, tweet, message, comment, video, even if you have already linked the relationship in your account or accounts. Use hashtags. For example: #Advertising, #Promotion, #sponsored. Consult beforehand with the Advertiser about how to correctly report the relationship or what to use.

6. INTELLECTUAL PROPERTY - CREATORS

6.1. The following will be considered "Content," all inventions, products, designs, drawings, illustrations, animations, videos, diagrams, notes, documents, information, manuals, improvements, author works, processes, techniques, know-how, user interface, sound, melody, musical notes and other materials or works of any type and nature that the Creator may create, conceive, develop or implement, on his own or together with others, for Duh Creators and for the Advertiser.

6.2. The parties agree and leave expressly established, with retroactive effect to the start date of the relationship between Duh Creators, the Advertiser and the Creator, that all "Content" is the property of Duh Creators and the Advertiser and may not be removed by the Creator from the Duh Creators facilities, nor transmitted to third parties by any means, nor be copied to perform work outside the interests or explicit Duh Creators orders. The Creator acknowledges that all rights, title and interest in the inventions will be the sole and exclusive property of Duh Creators.

7. COMPLEMENTARY CONDITIONS FOR AGENTS

7.1. If you are an Agent, you accept the additional conditions set out below when using the Platform.

7.2. As Agent:

7.2.1. You will ensure that the Creator or the Creators you represent respect these Conditions at all times;

7.2.2. You will perform your duties diligently and in accordance with the policies, guidelines, rules and specific instructions of the Advertisers;

7.2.3. You will inform the Advertiser immediately if the Creator you represent is unable to carry out assigned tasks for any reason;

7.2.4. You will not do or allow anything to be done that is detrimental to the reputation, image, value or goodwill of the Advertiser or the Marks.

7.3. The Agent and the Creator will be jointly and severally liable for the obligations assumed under this agreement.

8. RATES AND PAYMENTS

8.1. Duh Creators will charge a service fee (the "Tariff") for each campaign agreement of the Creators. The Fee will be deducted from the amounts payable by Advertiser, in relation to each campaign agreement. The minimum service fee for Advertisers is published on our website.

8.2. At the end of each campaign agreement, the Creator will charge Duh Creators for the revenue generated in connection with each campaign agreement. The billing conditions are established in clause 8.3.

8.3. As a Creator or Agent you commit to:

8.4. Duh Creators agrees to:

8.6. In the event of a dispute about the Service Fee or the payment thereof, the Creator will resolve the dispute with the Advertiser through the Platform. Duh Creators reserves the right, in its sole discretion, to suspend any payment, if Duh Creators determines that the funds may be subject to a breach of applicable law (for example, fraud or money laundering), or if Duh Creators is required to cooperate and comply with the law.

9. ACCESS TO THE PLATFORM

9.1. From time to time, we carry out maintenance tasks on the Platform and this may result in failures or in circumstances beyond our control. Therefore, the Platform is offered in the state in which it is provided and we cannot guarantee the correct functioning of the Platform at all times. Thus, we do not guarantee the quality, accuracy, operation, availability or performance of the Platform and we reserve the right to suspend, withdraw, correct, modify or change the service offered on the Platform without prior notice and without responsibility for compensation or damages.

9.2. In the case of accessing the Platform through a mobile device, you are responsible for all necessary arrangements to access the Platform (including payment of Internet connection fees and mobile Internet connection, as well as any other charges derived from said access). We will not accept responsibility of any kind due to the limited functioning of the Platform resulting from or related to access to the Platform through mobile services or other similar services that exist or could be developed in the future.

9.3. By accessing the Platform or accepting the receipt of messages or notifications from us through your mobile device or other device, you acknowledge and agree that your Internet or mobile service provider may make certain charges. We will not accept any responsibility for these charges.

10. CANCELLATION

10.1. These Conditions may be canceled by the Advertiser at any time and by the exclusive decision of the Advertiser. Likewise, the Creator may cancel these Conditions by informing the Advertiser in writing 7 days in advance. Any provision of these Conditions that explicitly or implicitly was to take effect or continue to be in force on the date of cancellation or expiration of these Conditions or after the same will continue to apply. This includes, among others, clauses 5, 12 and 13.

10.2. Duh Creators reserves the right to cancel these Conditions immediately if we consider that you have violated one of the clauses.

10.3. Whatever the reason, when canceling these Conditions or when they expire:

10.3.1. All rights that have been granted to you will be canceled;

10.3.2. You will stop accessing and using the Platform immediately;

10.3.3. We will erase your account with Duh Creators. Duh Creators reserves the right to request that you remove any of your Promotions.

11. PRIVACY POLICY

All personal information is processed in accordance with the Privacy Policy incorporated into these Terms of Service. Please read the Privacy Policy as a whole before using the Platform. By using the Platform, you give your consent to the processing of your personal information in accordance with the provisions of the Privacy Policy and you accept and guarantee that all the information provided by you is authentic, correct and accurate. To clear any doubt, the parties agree to comply with the provisions of the General Data Protection Regulation.

12. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

12.1. We disclaim all responsibility for your conduct or the conduct of any other user, without excluding the publications made by the Creators in the social networking platforms. Likewise, we expressly decline any responsibility for any content or Promotion promoted by you, by an Advertiser or by any other user.

12.2. Nothing in these Conditions limits or nullifies our responsibility for:

12.2.1. Death or personal injury resulting from an act of proven negligence on our part;

12.2.2. All responsibility that by law cannot be limited or canceled.

12.3. To the extent legally possible, we explicitly exclude:

12.3.1. The set of conditions, observations, guarantees and other conditions that may be understood by law, common law or economic law;

12.3.2. Any liability arising from your use of the Platform or these Conditions, including, but not limited to, any charges, claims, demands, damages, obligations, losses or expenses of any nature, including direct, indirect, incidental, special, consequential damages, punitive or exemplary (regardless of how they originated, including negligence), loss of use and data, losses caused by a computer or electronic virus, loss of income or benefits, loss of or damage to property, losses of resources or time dedicated to work, cases of breach of contract, claims by third parties or other losses of any kind or nature, even if we had been informed about the possibility that they occurred, as a result of or in relation to the use of the Platform.

13. RELATIONSHIP BETWEEN THE PARTIES

Duh Creators, the Advertiser and the Creator are totally independent parts of each other, which perform functions in a non-exclusive manner and with different providers, and no provision of these terms and conditions may be interpreted as the establishment of a dependency relationship between the parties. As Creator you will always act in accordance with the dispositions of public order, general interest, prevailing customs and practices in your profession or activity, which you declare to know and accept. As Creator you have no authority to link or represent Duh Creators in any way.

14. INDEMNIFICATION

14.1. If we are denounced because of a use by you of the Platform that violates these Terms of Service, we will have the right to defend ourselves and to resolve the dispute in whatever way we see fit. In the case that we ask you, you will cooperate fully and reasonably in the defense of any claim.

14.2. You agree to exonerate us and indemnify us and our officers, directors, employees, agents, representatives and licensors from and against any and all third party claims, damages (actual and/or consequential), actions, procedures, demands, losses, obligations, costs and expenses (including defense expenses within reason) suffered by us as a result of or in relation to your access to and use of the Platform, the upload or delivery by you of any type of material to the Platform, or your performance, in a manner that infringes or does not conform to the provisions of the Terms of Service or other applicable law or regulation ("Claim"). We reserve the exclusive right to resolve the dispute, reach an agreement and settle any Claims or rights of action filed against us without your prior consent.

14.3. The Advertiser agrees to defend and indemnify Creator any third-party claims, damages (actual and/or consequential), actions, procedures, demands, losses, obligations, costs and expenses suffered by the Creator as a result of or in relation to the use of Promotions in accordance with the provisions of these Terms of Service.

14.4. The Creator agrees to defend and indemnify the Advertiser from any claims of third parties, damages (actual and/or consequential), actions, procedures, demands, losses, obligations, costs and expenses suffered by the Advertiser as a result of or in connection with the use by the Creator of the Promotions in a manner that violates the provisions of the Terms of Service.

14.5. The Agent agrees to defend and indemnify us and the Advertiser from any third party claims, damages (actual and/or consequential), actions, procedures, demands, losses, obligations, costs and expenses suffered by us or the Advertiser as a result of or in connection with the violation of the Terms of Service by the Agent or the Creator.

15. VARIOUS PROVISIONS

15.1. We have taken the necessary measures to guarantee the timeliness, availability, veracity and accuracy of the information present in the Platform, and we provide this information in the state in which it is provided. However, we do not offer guarantees or representations of any kind, neither explicit nor implicit, in relation to the information present in the Platform. Likewise, you assume all possible risk derived from the use of the Platform and the available materials. We accept no liability for losses arising from the transmission and use of data or the inaccuracy of the content published by users. It is your responsibility to take all necessary measures to ensure that any material you obtain from us or from others does not contain any viruses or other harmful components. We reserve the right to modify, alter or change these Terms of Service at any time ("Change"). Whenever a modification, alteration or change takes place, we will post the Changes on this page and we will also indicate the effective date of the update of the Conditions. In some cases, we may send you an email informing you of possible changes. Please check this page regularly to be aware of possible changes.

15.2. If you do not accept any of the changes to the Terms of Service, you must stop using the Platform immediately. By continuing to use the Platform after we make a Change, you will be accepting such Change and submitting to the updated version of the Terms of Service.

15.3. If for any reason a court of competent jurisdiction declares that any of the clauses of these Terms of Service is illegal, invalid or unenforceable, the clause or clauses in question will be removed from these Terms of Service and the remaining clauses will continue to be fully in force and will continue to have effect and be binding and enforceable.

15.4. These Terms of Service constitute an agreement between you and us regarding your use of the Platform, and between the Advertiser and the Creator, and supersedes any other agreements, representations and prior agreements, both verbal and written, between the parties. Nothing in this clause limits or excludes any type of liability derived from fraudulent statements.

15.5. Failure to exercise or delay in exercising any rights, powers or concessions stipulated in these Terms of Service shall not constitute a waiver of such rights, powers or concessions, or acceptance of a modification of these Terms of Service, and the sole or partial exercise by any of the parties of any rights, powers or concessions shall not exclude the future exercise of such right, power or concession, or the exercise of any other rights, powers or concessions.

15.6. No element of these Terms of Service will grant or pretend to grant to a third party any power or right to apply any clause of the Terms of Service, and the General Law of Contracting and Protection of the Rights of Third Parties of 1999 will not apply.

15.7. The set of these Terms of Service as well as any dispute or claim that may arise from or is related to them and their terms, including non-contractual disputes or claims, shall be governed by and construed in accordance with English law.

15.8. All parties agree explicitly that the courts of Argentina will have exclusive jurisdiction to resolve any dispute or claim that may arise from or is related to the Terms of Service and its terms, including non-contractual disputes or claims.

When you register with Duh Creators, You accept these Terms of Service.