Terms and Conditions further mentioned as Global Webshops BV, selling as AsmrVideoGirls.com, a company incorporated and registered in The Netherlands with company number KvK Nr. 74252461 Global Webshops BV Registered Address; Tejeros 4, 29013 Malaga Spain Telephone: +31 970 1028 0915
(we, our, us, , Global Webshops BV, AsmrVideoGirls.com ).
Terms and Conditions
These Terms and Conditions govern your relationship with us when you access the Platform and use any of the Platform Functions.
Different sections of these Terms will apply to you depending on how you use the Platform and the Platform Functions – these are set out in the list below.
Please refer carefully to the relevant sections of these Terms before you start to use the Platform and the Platform Functions. By using the Platform and/or the Platform Functions, you (including, where applicable, the organization you represent) will be deemed to have understood and accepted these Terms, which form a binding agreement between you and us.
If you agree to buy or sell goods or services using the Platform with another user of the Platform, you will be deemed to have entered into a separate agreement with that user which incorporates these Terms.
This Introduction: This introduction applies to all users of the Platform and/or the Platform Functions.
Section 1 – Terms of Platform Use: This section Terms and Conditions applies to all users of the Platform and/or the Platform Functions (including, without limitation, Clients and Filmmakers).
Section 2 – Terms and Conditions for Clients: This section applies to any user that wishes to use the Platform to submit Briefs, engage Filmmakers and/or acquire Videos (Clients).
Section 3 – Terms and Conditions for Filmmakers: This section applies to any user of the Platform that wishes to use the Platform to apply for and/or fulfill Client briefs or commissions and/or sell their Videos (Filmmakers).
Section 4 – Definitions: Capitalised terms used but not defined elsewhere in these Terms have the meanings given to them in this section. This section also summarises where definitions can be found in these Terms. This section applies to all users of the Platform.
Other Applicable Terms
You also agree to abide by and use the Platform and the Platform Functions in accordance with any notifications, instructions, additional terms and policies featured on the Platform or provided by us to you from time to time.
Changes to These Terms and Conditions Interpretation
We may revise these Terms and Conditions at any time by amending this page without notice. Please check this page from time to time to take notice of any changes we make, as they are binding on you.
If there is any inconsistency between these Terms and the Brief, these Terms will supersede the terms of the Brief to the extent of the inconsistency unless the inconsistency arises in relation to terms and conditions included under the heading Additional Terms in the Brief, in which case, those Additional Terms will supersede these Terms.
SECTION 1: TERMS OF PLATFORM USE
You are not obliged to register on the Platform, but access to most of the Platform Functions are available only to registered users.
In order to register on the Platform, you must be at least 18 years of age. By registering on the Platform, you represent and warrant that this is the case. Without prejudice to the foregoing, if reasonably requested by us or (if you are a Filmmaker) a relevant Client, you agree to promptly provide us/the relevant Client with a certified copy of the government issued ID verifying your age.
You agree that you will provide truthful and accurate information when registering on the Platform. The decision to accept a registration is at our discretion and we may revoke a registration at any time.
You may not register on the Platform if you are already registered or if you were previously a registered user and we canceled your account as a result of you being in breach of these Terms.
You are responsible for maintaining the confidentiality of your password and account information, and you are solely responsible for all activities that occur under your password or account and for any access to or use of the Platform by you or any person or entity using your password, whether or not such access or use has been authorised by you.
You must immediately notify us of any unauthorized use of your password or account or any other breach of security. We will not be liable for any loss or damage whatsoever resulting from the disclosure of your username and/or password contrary to these Terms.
You are responsible for ensuring that the information we hold about you is up to date. Please amend your details via the Platform as appropriate from time to time or email email@example.com if you require assistance.
Please refer to our Privacy & Cookies Policy for further explanation as to how we use the personal information we collect from you.
1.2 Intellectual Property
You acknowledge that the Platform and all material published on the Platform including but not limited to text, graphics, photos, logos, button icons, images, trademarks, audio and audiovisual clips, databases, data compilations, data and software (together the Asmrvideogirls.com content) are (as between you and us) owned and controlled by or licensed exclusively to us. You may not copy, adapt, display, and communicate to the public or otherwise use any Asmrvideogirls.com content except as enabled and permitted by the Platform Functions from time to time.
1.3 Your Use of the Platform
You are responsible for making all technical arrangements necessary to access the Platform. You are also responsible for ensuring that all persons who access the Platform through your internet connection are aware of these Terms and that they comply with them.
You may use the Platform and the Platform Functions only for lawful purposes. In particular, but without limitation, you may not use the Platform or the Platform Functions:
in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
to send, or procure the sending of, any unsolicited or unauthorized electronic communication, advertising or promotional material or any other form of similar solicitation (spam); or
You also agree:
not to reproduce, duplicate, copy or re-sell any part of the Platform (or any content within it) in contravention of these Terms; and Conditions
not to access without authority, interfere with, damage or disrupt: (A) any part of the Platform; (B) any equipment or network on which the Platform is stored; (C) any software used in the provision of the Platform; or (D) any equipment or network or software owned or used by any third party.
1.4 Uploaded Content
The Platform contains uploaded content recorded, edited and published trough our production only! The views expressed by other users on the Platform do not represent our views or values. You acknowledge that you may be exposed to content that you may find offensive, indecent or objectionable and that, in this respect, you use the Platform at your own risk.
By accepting these Terms and Conditions you comply with the spirit and the letter of the Content Standards. The Content Standards apply to each part of any Communication as well as to its whole.
be accurate (where they state facts);
be genuinely held (where they state opinions); and
comply with applicable law.
Communications must not:
contain any material which is defamatory of any person;
contain any material which is obscene, offensive, hateful or inflammatory;
promote or contain violence;
include gang signs or symbols;
promote or contain discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
infringe any copyright, database right or trade mark of any other person;
be likely to deceive any person;
be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
promote any illegal activity;
be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
be likely to harass, vilify, upset, embarrass, alarm or annoy any other person;
be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
give the impression that they emanate from us, if this is not the case; or
advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
You warrant that any such Communication does comply with the Content Standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of such warranty. We will not be responsible, or liable to any third party, in respect of the content of any Communication.
You acknowledge that your Communications (including but not limited to any Videos) may be subject to criticism and/or review by the public and as such may receive positive or negative comments and reactions, and we are not responsible for any such review or comment or any consequences relating to the same.
You acknowledge that:
You are responsible for your interactions with other users;
We make no representations or warranties as to the conduct of other users; and
We shall not be in any way liable for the conduct of any other users.
You agree to take reasonable precautions in all interactions with other users. You should not provide your financial, or other sensitive, information to other users.
Notwithstanding any other provision of these Terms, the parties acknowledge and agree that:
any information published on the Platform (including, without limitation, Briefs) (the “Platform Information”) will be publicly available;
the publication of Platform Information by Asmrvideogirls.com will not amount to a breach of any of Asmrvideogirls.com’s obligations under these Terms; and
if you disclose your confidential information to another party on or via the Platform and you wish to impose obligations of confidence on the other party in relation to such information, you should enter into a separate confidentiality agreement with the other party.
If you wish to register a complaint concerning a user of the Platform, please contact us at firstname.lastname@example.org(or, in respect of copyright infringement, pursuant to the section below).
1.5 Copyright Infringement – Take Down Procedures
If you believe that any materials on the Platform infringe your copyright, you may request that such materials be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorised representative, and must: (a) identify the allegedly infringing materials; (b) indicate where on the Platform the infringing materials are located; (c) provide your name and contact information; (d) state that you have a good faith belief that the materials are infringing; (e) state that the information in your claim is accurate; and (f) indicate that you are the lawful copyright owner or are authorized to act on the owner’s behalf. If you believe that someone has wrongly filed a notice of copyright infringement against you, you may send us a counter-notice in accordance with equivalent requirements. Our contact for copyright issues relating to the Platform (including, but not limited to, the notices and counter-notices) is email@example.com. Please note that in many jurisdictions it is an offense to issue a false or misleading request or notice to take down allegedly infringing materials. Penalties and/or civil remedies may apply.
1.6 Availability of the Platform
To the maximum extent permitted by law, the Platform is provided on an “as is” basis without any warranties of any kind. We make no representations, warranties or guarantees of any kind regarding the availability or operation of the Platform or that the Platform will be secure, uninterrupted or free of defects.
Your access to the Platform may be suspended or restricted occasionally to allow for maintenance, repairs, upgrades, or the introduction of new facilities or services. We will always try to limit the frequency and duration of any planned disruption but we will not be liable to you if for any reason the Platform is unavailable at any time or for any period.
1.7 No Reliance on Information
All content on the Platform is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Platform. Although we make reasonable efforts to update the information on the Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on the Platform is accurate, complete or up-to-date.
1.8 Links to Other Platforms or the Platform
The Platform may offer links to other websites from which third-party services can be obtained and which we reasonably believe to be reputable sources of such services. However, you acknowledge that these other websites are independent of us and we make no representations or warranties as to the legitimacy, accuracy or quality of such third party services, and we do not accept any responsibility for their content, safety, practices or privacy policies.
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to the Platform in any website or application that is not owned by you (save where expressly authorized under these Terms). The Platform must not be framed on any other website or application, nor may you create a link to any part of the Platform other than the home page (save where expressly authorized under these Terms).
The website in which you are linking must comply in all respects with the Content Standards.
We reserve the right to withdraw linking permission without notice.
1.9 Computer Viruses
We will use reasonable endeavors to ensure that no part of the Platform will contain or spread any viruses or other malicious code. However, we recommend that you ensure that computers and other devices used to access the Platform run up-to-date anti-virus software as a precaution, and you are advised to virus-check any materials downloaded from the Platform and regularly check for the presence of viruses and other malicious code.
1.10 Limitation of Liability
PLEASE READ THIS SECTION CAREFULLY.
Nothing in these Terms excludes or limits our liability for: (i) death or personal injury arising from our negligence; (ii) our fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded or limited under applicable law.
It is a condition of accessing the Platform that you accept and agree we shall not be liable for any harmful effect that accessing the Platform and any of the Platform Functions (including without limitation using or providing any Platform Functions) may have on you, and you agree that you access and use the Platform and (if applicable) the Platform Functions entirely at your own risk.
Without limitation to the generality of the foregoing, whether in contract, tort (including, without limitation, negligence), breach of statutory duty, or otherwise:
we will not be liable to you for any loss or damage arising under or in connection with:
use of, or inability to use, the Platform or the Platform Functions;
use of or reliance on any content displayed on the Platform; or
the acts or omissions of any other user of the Platform;
we will have no liability to you for any indirect or consequential losses of any kind or for any loss of revenue, profit, business opportunity, contracts, data or goodwill (whether direct or indirect) arising out of or in connection with these Terms, the Platform and/or the Platform Functions; and
our total liability to you in respect of any and all loss and/or damage arising out of or in connection with these Terms, the Platform and/or the Platform Functions, shall in no circumstances exceed the greater of: (1) the Client Fee received by us which is directly related to your use of the Platform Functions giving rise to your claim; and (2) USD $500.
Except as expressly set out in these Terms and to the maximum extent permitted by law, we make no representations, warranties or guarantees of any kind in respect of the Platform or the Platform Functions or any content available through the Platform and all conditions, warranties, and representations express or implied are hereby excluded to the full extent permitted by law.
If you are a Consumer under the Dutch Consumer Law, nothing in these Terms is intended to remove your rights under the Dutch Consumer Law, including to statutory guarantees that may apply to your use of the Platform. If we are entitled to limit the remedies available to you for breach of such guarantees, we expressly limit our liability as set out in this section to the maximum extent permitted by law. If you are a Consumer (as defined under the Dutch Consumer Law) and any of the services supplied by us are not services of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability for a failure to comply with a guarantee under the Dutch Consumer Law in relation to those services is limited to, at our option: (i) the supply of the services again; or (ii) the payment of the cost of having the services supplied again. In other jurisdictions, warranties, guarantees, and conditions may apply that we cannot legally exclude. If that is true in your jurisdiction, then to the extent permitted by law, we limit our liability for any claims under those warranties, guarantees or conditions to either supplying you the services again or paying the cost of having the services supplied again.
1.11 Termination or suspension
We may, in our sole discretion, terminate or temporarily suspend your password, account (or any part thereof) or use of the Platform and/or Platform Functions without notice if you are in breach of these Terms or if we believe in our reasonable discretion that your use of the Platform and/or the Platform Functions is unsuitable in any way.
1.12 Force Majeure
Failure by the Client, the Filmmaker or us to perform any of their respective obligations under these Terms (or a delay in such performance) due to a Force Majeure Event, will not constitute a breach of these Terms. The party affected by the Force Majeure Event will:
promptly give the other parties notice of the Force Majeure Event and an estimate of the non-performance and delay;
take all reasonable steps to overcome the effects of the Force Majeure Event, and
resume performance as soon as practicable after the Force Majeure Event no longer affects any party,
Provided that if a Force Majeure Event continues for a period of 30 days or more, the Client may terminate a Brief or these Terms with immediate effect by providing notice to us and the Filmmaker.
1.13 Assignment etc.
We may at any time assign, mortgage, charge, subcontract, sub-license or otherwise transfer any or all of our rights and obligations under these Terms.
You may not assign, mortgage, charge, subcontract, sub-license or otherwise transfer any of your rights or obligations under these Terms without our prior written consent.
If any provision or part of a provision of these Terms is held to be illegal, invalid, and unenforceable or against public policy pursuant to a final adjudication by a court of competent jurisdiction, such provision will be deemed severed from these Terms and the remainder of these Terms will remain in full force and effect.
These Terms, and the documents referred to in them constitute the entire agreement between you and us in relation to the subject matter of these Terms and supersede and extinguish any prior agreement in respect of the same.
Subject to section 1.14(d), you agree that these Terms are governed by the law of, The Netherlands and you consent to the courts of Amsterdam, The Netherlands having exclusive jurisdiction over any disputes arising in respect of or in relation to these Terms and your use of the Platform and the Platform Functions.
Nothing in section 1.14(c) shall (or shall be construed so as to) limit our right to bring a suit, action or proceeding (Proceeding) against you in the courts of any country in which you have assets or in any other court of competent jurisdiction nor shall Proceedings we institute in any one or more jurisdictions preclude us from instituting Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.
SECTION 2 – TERMS AND CONDITIONS FOR CLIENTS
2.1 The Platform Functions
We offer various Platform Functions to Clients (Client Platform Functions), including those which allow you to:
create a customisable profile on the Platform;
engage with the Platform community and receive notifications and updates;
post Briefs for Videos;
receive Treatments or Submission Videos from Filmmakers in response to Briefs;
select a Filmmaker to fulfill a request for private video;
manage fulfillment of Briefs, feedback on edits, electronic payments, release forms and final delivery;
follow a specific Filmmaker;
search our library of existing Videos and arrange for the Filmmaker to re-edit it for your use; and
keep track of any new, pending and fulfilled Briefs on the Dashboard.
The list above is not an exhaustive list of the Client Platform Functions offered via the Platform and we may decide to offer additional Client Platform Functions or cease to provide any Client Platform Functions, at any time.
To be eligible to use the Client Platform Functions, you must register on the Platform in accordance with section 1.1 of these Terms.
2.2 Posting Briefs
To create and post Briefs on the Platform, you can complete any of our online Brief forms made available on the Platform (the Brief Form).
The Brief Form will allow you to select how you would like Filmmakers to respond to your Brief.
The Brief Form also allows you to describe your Brief by providing the relevant Client Budget, Submission Deadline, production location and any other relevant requirements.
By creating and posting a Brief, you warrant that: (i) you intend in good faith to make a Client Selection and fulfil the Brief; (ii) the Brief describes your requirements as accurately as possible and in sufficient detail for the Filmmaker to determine whether the Filmmaker Budget will be adequate remuneration; and (iii) you have authority and funds to pay the Client Budget and any Relevant Taxes.
The ability to launch private Briefs to a limited number of specified filmmakers is restricted to Platform licensing clients and requires you to enter into a separate licensing agreement with us in respect of the Platform, and additional terms and fees may apply.
All required information must be provided by you before the Brief can be posted on the Platform. You will be able to preview and edit the Brief prior to confirming and us posting your Brief on the Platform. Once your Brief has been posted, Filmmakers will be able to view and respond to your Brief via their Submission to the Platform.
You agree that each Brief you post shall be exclusive to us and you will only solicit creative submissions via the Platform up to and including the Submission Deadline. The Brief shall not appear on or be communicated via any other websites, platforms or third party services save on a solely promotional basis up to the Submission Deadline. Any such promotion will include a link to the Platform as the exclusive point of contact for creative submissions. After the Submission Deadline, if no successful Filmmaker is selected by the Client then the Client may solicit creative submissions independently of the Brief and Platform via any channel or medium as it sees fit.
2.3 Fulfilment of Briefs
Unless otherwise specified in the Brief, You must select the Client Selection, if any, within 30 days following the Submission Deadline.
You agree that you shall keep all Submissions confidential and shall not use or disclose any Submissions for any purpose other than to choose a Client Selection, save to your clients associated with the Brief and of all of your professional advisors and your related entities, servants, agents and personnel and professional representatives (on a need-to-know and confidential basis only).
We will notify the successful and unsuccessful Filmmakers. If we and you have tried but are unable to communicate with the successful Filmmaker (to include a response from the Filmmaker) within 48 hours of such notification, you shall be entitled to withdraw your Client Selection and select a new successful Filmmaker without liability to us or the Filmmaker.
Where the Client Selection is a Treatment, you and the Filmmaker are solely responsible for agreeing on all details relating to the production of the Treatment Video (including, but not limited to, all production, delivery, talent and insurance requirements). We will not be party to any such agreement and will have no liability to you in respect of any failure by you or the relevant Filmmaker to procure appropriate insurance.
The Filmmaker is obliged via these terms to enter into relevant production contracts and we provide example digital talent release form templates to assist in such process. Notwithstanding the foregoing, you acknowledge that our involvement is provided in good faith only and may not be relied upon and you are solely responsible for: (i) ensuring that the Filmmaker has obtained all necessary production contracts and/or release forms; (ii) ascertaining that the rights obtained pursuant to these documents are sufficient for your proposed exploitation; and (iii) requesting any necessary copies and/or other evidence from the Filmmaker for these purposes.
Unless otherwise specified in the Brief, where the Client Selection is a Submission Video, the Filmmaker will supply a high resolution file of the Video on physical media via mail (at your expense), or uploaded electronically to such delivery point as notified to the Filmmaker in writing: (i) within 3 days of being notified that its Submission is a Client Selection (or, if edits are requested pursuant to section 2.3(f) of these Terms, completion of such edits); (ii) in accordance with our broadcast specification guidelines and your requirements as set out in the Brief.
2.4 Direct Commissions
In addition to posting Briefs, the Platform enables you to approach individual Filmmakers directly to produce your required Video by selecting the “Hire Me” option on the relevant Filmmaker’s Platform profile.
The Platform Functions will allow you to submit the relevant details of the Direct Commission and propose or request a Client Budget and resulting Filmmaker Budget for such Direct Commission.
By proposing a Direct Commission, you warrant that: (i) you intend in good faith to fulfil the Direct Commission; (ii) the details provided describe your requirements as accurately as possible and in sufficient detail for the Filmmaker to determine adequate remuneration; and (iii) you have authority and funds to pay the Client Budget and any Relevant Taxes.
You and the Filmmaker are solely responsible for agreeing on all details relating to the Direct Commission and delivery of the Commission Video.
2.6 Dealings with Us and/or Filmmakers
You agree to act reasonably and in good faith in your dealings with us and/or Filmmakers and to respond promptly to all communications.
You acknowledge that we are not responsible for any element of the production of any Video or liable for the acts or non-performance of any Filmmaker.
You agree to be bound by any requirements mutually agreed in writing from time to time between you and the Filmmaker as if set out in these Terms. Further, upon acceptance of a Client Selection, Direct Commissions, you acknowledge and agree that you and the Filmmaker will be deemed to have entered into a separate agreement for those services which shall comprise these Terms and such other terms agreed between you and the Filmmaker. If such other terms are both inconsistent with these Terms and affect our rights and obligations, then the provisions of these Terms will prevail to the extent of any inconsistency.
Once we have received the Client Budget in respect of a Brief, or the Client Budget and resulting Filmmaker Budget has been agreed in respect of a Direct Commission, we will provide (and you consent to our providing) your Contact Details to the relevant Filmmaker and will provide an invoice to you.
Whilst we will provide you with the Filmmakers artist name and email address only, you agree to use your best endeavors to ensure all ongoing communication related to any Video is completed on the Platform via the messaging and other production management tools provided, so we have a record of this communication for your protection.
You will not at any time use or disclose to any person any confidential information relating to us or any Filmmaker (including, without limitation, any Submission, Direct Commissions) save to your clients associated with the Brief and of all of your professional advisors and your related entities, servants, agents and personnel and professional representatives (on a need-to-know and confidential basis only) or as otherwise required by law.
You agree not to attempt to circumvent the Platform or pay consideration for any Brief, Direct Commission, or related work other than via the Platform.
We accept all liabilities, costs, expenses, damages, and losses suffered or incurred by us arising out of or in connection with any claim made against us by any Filmmaker arising out of or in connection with any breach of these Terms or other act or omission by you.
You further agree that, while registered on the Platform and for a period of 3 months after you cease to be registered, you shall not:
knowingly seek or accept the services of any Filmmaker independently from the Platform; or
induce, or attempt to induce, any Filmmaker to: (i) cease or refrain from using the Platform; or (ii) reduce its use of the Platform or do any other thing which is reasonably likely to have such an effect.
2.7 Fees and Payment
In consideration of our provision of the Platform and the Platform Functions, you warrant that you will not make any payments directly to the Filmmaker and that you will pay the Client Budget and any Overages directly to us in accordance with these Terms.
You will pay to us:
the Client Budget:
in respect of a Brief, prior to choosing a Client Selection; and
in respect of a Direct Commission, on an agreement of the Client Budget; and
any Overages and the applicable Client Fee, on an agreement of such Overages,
any costs and expenses set out in the Brief (including, without limitation, costs of hard drive and courier in relation to Rushes),
in US$ (unless otherwise stated on the Platform or invoice) by the payment method stipulated on the Platform or invoice (which may be updated from time to time).
We will retain the Client Fee and the Filmmaker Commission, and will release the applicable Filmmaker Payment to the relevant Filmmaker:
on final delivery of the Client Video; or
(where you are eligible to make staggered progress payments in accordance with the Brief Form) in accordance with the prescribed payment schedule agreed between you and the relevant Filmmaker and triggered by you via the Platform.
You automatically warrant the final delivery of the Video (acting reasonably and in good faith) by activating the download you receive by email, Direct Commission as complete on the Platform. If in any event, the link for the download did not work you can request a renewed download link to firstname.lastname@example.org.
In the event that you reject a Client Video in accordance with clause 2.7(d) above, you are not required to pay the Filmmaker any amounts that were contingent on delivery. You will be entitled to a repayment from us of the amount of the Filmmaker Payment not yet released to the Filmmaker. We acknowledge that we must refund that part of the Filmmaker Payment to you within 7 days after receiving written notice from you. For the avoidance of doubt, if you reject a Video there will be no assignment or grant of rights by the Filmmaker to you in relation to that Video and, except as otherwise agreed by you and the Filmmaker, you must not exploit the Video in any manner.
If you fail to make any payment due under these Terms by the due date for payment, then, a mail with the download link will not be provided.
You agree to make all payments under these Terms without withholding or deduction of, or in respect of, any tax, levy, impost, duty, charge or fee unless required by law. If any such withholding or deduction is required by law, you agree to, when making the payment to which the withholding or deduction relates, pay to us such additional amount as will ensure that we receive the same total amount that we would have received if no such withholding or deduction had been required.
The payments under these Terms are exclusive of Relevant Taxes which, if applicable, shall be payable by you in addition.
Private videos are made on demand and instantly after request. Therefore cancelation is not possible in any circumstance.
2.9 Intellectual Property
The Platform Functions will give you the option to upload Client Private Script.
Where you upload Client Scripts to the Platform or otherwise provide Client Scripts to us or any Filmmaker, you grant:
us, a non-exclusive, revocable, royalty-free, worldwide license to host and store the Client Scripts and to make them available to Filmmakers strictly for the purposes of the Terms and a related Brief; and
each Filmmaker the right to use, edit and modify the Client Scripts as reasonably required to produce Submissions, fulfill Briefs and/or fulfill Commissions (as applicable),
Nothing in these Terms will be taken to constitute a transfer, assignment or grant of any ownership or other rights in any intellectual property rights in the Client Scripts to Asmrvideogirls.com or Filmmaker.
You warrant that:
you have all necessary rights, licenses, permissions and consents to grant the Licence;
the Client Scripts and the Licence, and our and/or any Filmmaker’s exercise of the Licence, shall not infringe the rights, including (without limitation) the intellectual property rights, of any third party; and
the Client Scripts shall not include anything which is or may reasonably be regarded as offensive, blasphemous, obscene, defamatory or otherwise unlawful.
to comply at all times with the usage rights provisions set out in section 3.11 of the Terms;
that such usage rights provisions form the terms of a binding agreement between you and the relevant Filmmaker; and
the Filmmaker may take action against you directly if you do not comply with those usage rights provisions.
In respect of the relevant Client Video, subject to sections 2.9(g) and 2.9(h)of these Terms and subject to and in consideration of receipt of the applicable Filmmaker Payment, the relevant Filmmaker will grant you the rights set out in sections 3.10 and 3.11 of the Terms.
Except as otherwise agreed between you and the applicable Filmmaker, the Filmmaker will be requested (via these Terms) to: (i) obtain any clearances, including talent and music rights clearances, that may be required in order for you to exploit each Client Video (or any part of it) for the media usage specified in the Brief, which will either include or exclude TV/Broadcast, throughout the world for an unlimited number of transmissions and/or exhibitions and for the full period of copyright, or for the period and territories as specifically outlined in the Brief, without any requirement to pay any further costs; (ii) obtain express waivers of and/or consents to not enforce so-called moral or similar rights in connection with the Videos; and (iii) ensure that the Client’s rights in the Client Video are free of any third party limitations or residual fees unless otherwise agreed in writing. (Production Contracts)
Notwithstanding the above, the Filmmaker will not be responsible for, unless agreed in writing between you and the Filmmaker, communication to the public rights in respect of musical compositions in the Client Video.
SECTION 3 – TERMS AND CONDITIONS FOR FILMMAKERS
3.1 The Platform Functions
We offer various Platform Functions to Filmmakers (Filmmaker Platform Functions), including those which allow you to:
create a customisable profile on the Platform;
submit Treatments or Submission Videos in response to Briefs;
work with Clients to deliver Videos in return for payment; and
sell your Videos via our Video Store.
The list above is not an exhaustive list of the Filmmaker Platform Functions offered via the Platform and we may decide to offer additional Filmmaker Platform Functions or cease to provide any Filmmaker Platform Functions, at any time.
To be eligible to use the Filmmaker Platform Functions, you must register on the Platform in accordance with section 1.1 of these Terms.
3.2 Responding to Briefs
You may respond to briefs by email to the filmmaker only.
If filmmaker and the Client are unable to communicate within 48 hours of such notification, the client reserves the right to withdraw its selection of your Submission and select a new successful Filmmaker without liability of us or the Client to the filmmaker. We and/or the Client will notify you if your selection has been withdrawn.
Prior to notification that your Submission has been unsuccessful, removal from consideration pursuant to section 3.2(d) of these Terms or (in respect of successful Submissions) cancellation of a Brief, you must not disclose your Submission to any third party (but will retain all rights to your Submission).
Neither we or the Client will have any liability to you in respect of any failure to select your (or any third party’s) Submission or refusing to accept your Submission for any reason.
3.3 Fulfilment of Briefs
If your Submission is successful (a Client Selection), subject to section 3.2(e), you will move on to fulfilling the Brief.
Where the Client Selection is a Treatment, you and the Client are solely responsible for agreeing on all details relating to the production of the Treatment Video (including, but not limited to, all production, delivery, talent and insurance requirements). We will not be party to any such agreement. You should not commence work on any Treatment Video until we have confirmed receipt of the Client Budget.
Unless otherwise specified in the Brief, where the Client Selection is a Submission Video, you will supply a high resolution file of your Video on physical media uploaded electronically to such delivery point as notified to you in writing: (i) within 3 days of being notified that your Submission is a Client Selection (or, if edits are requested pursuant to section 3.3(c) of these Terms, completion of such edits); (ii) in accordance with our broadcast specification guidelines and the Client’s requirements as set out in the Brief
3.4 Direct Commissions
The Platform will also enable Clients to approach you directly via email to produce Commission Videos.
You and the Client are solely responsible for agreeing on all details relating to the production of the Commission Video.
You should not commence work on any Commission Video until we have confirmed receipt of the Client Budget.
3.6 Video Standards
You agree to produce/edit and deliver each Client Video with reasonable skill and care and in accordance with:
good industry practice;
all applicable laws;
the relevant Brief / Direct Commission;
the Treatment and examples of your work provided (if any); and
the Client’s reasonable instructions and specifications.
Except as otherwise specified in the Brief, you will be responsible for providing all facilities, assets, personnel and other resources necessary to produce/edit and deliver each Client Video.
You undertake that all personnel involved in, and all contributors to (including talent and music), any Client Video will sign release forms and other written agreements if required which will: (i) enable the Client, its successors, assignees and licensees to exploit the Client Video (or any part of it) for the media usage specified in the Brief, which will either include or exclude TV/Broadcast, throughout the world for an unlimited number of transmissions and/or exhibitions and for the full period of copyright, or for the period and territories as specifically outlined in the Brief, without any requirement to pay any further costs; (ii) contain express waivers of and/or consents to not enforce so-called moral or similar rights in connection with the Videos; and (iii) be free of any third party limitations or residual fees unless otherwise agreed in writing (Production Contracts).
These will include (without limitation) any release forms or other documentation required by us or the Client provided that any document provided or required by us or the Client will not relieve you of your obligations in respect of Production Contracts and we shall have no liability in respect of your reliance on any document provided by us. Without prejudice to the foregoing, unless specified otherwise by Asmrvideogirls.com or the Client you agree to complete the talent release forms as provided on the Platform and via the Asmrvideogirls.com App.
You agree to provide copies of the Production Contracts to us and/or the relevant Client upon request.
You will maintain in force, with a reputable insurance company, professional indemnity insurance and public liability insurance to cover the liabilities that may arise under or in connection with any Brief, Direct Commissions and shall, on our or the Client’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance. You warrant that you hold all such insurance policies and that such insurance policies fully cover your participation in any Brief, Direct Commission. You acknowledge that you alone will bear any and all liability arising from any failure to hold such insurance and you shall have no claim against us or the Client in respect of any losses you incur.
You warrant that neither you or any contributor to any Video are subject to the requirements or obligations of any union, guild or similar association (Union) or, if you or any such party is subject to any Union, you warrant and agree to fully comply with such Union’s rules and policies and you indemnify and hold us and the relevant Client harmless for any Union related claims whatsoever and howsoever caused.
3.7 Dealings with Us and/or Clients
You agree to act reasonably and in good faith in your dealings with us and/or Clients and to respond promptly to all communications.
You acknowledge that we are not liable for the acts or non-performance of any Client.
You agree to be bound by any requirements agreed between you and the Client as if set out in these Terms. Further, upon acceptance of a Client Selection, Direct Commission, you acknowledge and agree that you and the Client will be deemed to have entered into a separate agreement for those services which shall comprise these Terms and such other terms agreed between you and the Client. If such other terms are both inconsistent with these Terms and affect our rights and obligations, then the provisions of these Terms will prevail to the extent of any inconsistency.
Once we have received the Client Budget in respect of a Brief, or the Client Budget and resulting Filmmaker Budget has been agreed in respect of a Direct Commission, we will provide (and you consent to our providing) your Contact Details to the Client and will provide their Contact Details to you.
Whilst we will provide you with the Client’s, and the Client with your, Contact Details, all ongoing communication related to any Video should be completed on the Platform via the messaging and other production management tools provided, so we have a record of this communication for your protection.
You will not at any time use or disclose to any person any confidential information relating to us or any Client (including, without limitation, any Brief, Direct Commission) save to your personal and professional representatives (on a need-to-know and confidential basis only) or as otherwise required by law.
You agree not to attempt to circumvent the Platform and receive consideration for any Brief, Direct Commission or related work outside the Platform.
You warrant that:
you will perform your obligations under these Terms; and
the production by you of a Client Video and the exploitation by the Client of a Client Video does not and will not infringe the intellectual property or other rights of any person or entity.
You agree to indemnify us and the Client against all liabilities, costs, expenses, damages, and losses suffered or incurred by us arising out of or in connection with any claim made against us by the Client arising out of or in connection with:
any breach of these Terms or other act or omission by you; and
any claim that the Client Video or the Client’s exploitation of the Client Video infringes the intellectual property or other rights of any person or entity.
We hold the benefit of the indemnity given to the Client in section 3.7(i) above as agent for the Client
You further agree that, while registered on the Platform and for a period of 3 months after you cease to be registered, you shall not:
knowingly seek or accept the custom of any Client independently from the Platform; or
induce, or attempt to induce, any Client to: (i) cease or refrain from using the Platform; or (ii) reduce its use of the Platform, or do any other thing which is reasonably likely to have such an effect.
All payments are upfront via online payment options on the platform.
As all our private videos are made on special request for the client there are no refunds possible in case of cancellation.
3.10 Intellectual Property
To the extent that the Client provides any Client script, you agree to use the Client script: (a) solely for the purposes of producing the relevant Submissions and/or producing/editing the Client Video (as applicable); and (b) strictly in accordance with the Client’s instructions.
In respect of the relevant Client Video, in consideration of the payment of the Filmmaker Payment in full:
you with full title guarantee and by way of an exclusive assignment of present and future copyright assign to the Client, subject to section 3.11, all rights including without limitation the entire worldwide copyright and all other rights of whatever nature (whether vested or contingent) in and to the Client Video for exploitation at that Client’s sole discretion in all media (including or excluding television broadcast as specified in the Brief) whether now or hereafter known throughout the universe for the full period of copyright (subject to any limitations in relation to television broadcast set out in the Brief) therein and all renewals and extensions thereof and thereafter (in so far as is permissible by law) in perpetuity;
you irrevocably and unconditionally waive and/or provide all relevant consents to not enforce or shall procure the irrevocable and unconditional waiver of and/or consent to not enforce all so-called moral rights in the Client Video that you or any individual engaged by you may have now and in the future in any part of the world; and
you warrant and undertake that: (a) you have the sole right and authority to assign the rights to the Client expressed to be assigned above; (b) the Client Video is wholly original to you and does not infringe the copyright or any other rights of any third party; (c) subject to section 3.10(f), no consents or permissions are required from you or any third party in respect of the applicable Client’s use of any of the Client Video; (d) the Client may exercise any and all rights in respect of the Client Video without identifying any person or persons as the individual/s responsible for creating the Client Video; and (e) the Client may modify, alter, adapt, distort or otherwise change the Client Video regardless of whether such modification, alteration, adaptation, distortion or change is prejudicial to an individual’s reputation or honour.
Upon request of the relevant Client, you agree (at the Client’s expense) to execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to the assignment of rights above, including executing or procuring the execution of any moral rights consent that may be required by the Client.
You grant us an exclusive, royalty-free, worldwide, perpetual licence to host and store all Videos submitted by you pursuant to these Terms and to make them available to the relevant Client and, in respect of Videos that are not acquired by a Client pursuant to a Brief, to make such Videos available via the Video Store in accordance with these Terms.
Unless expressly agreed otherwise between you and the applicable Client, you will be solely responsible for: (i) obtaining any clearances that may be required in order for the Client to exploit each Client Video (or any part of it) for the media usage specified in the Brief, which will either include or exclude TV/Broadcast (including but not limited to any consents and/or clearances in respect of any contributors, interviewees, third party copyright owners and/or any other persons who have performed services in connection with the Client Video), throughout the world for an unlimited number of transmissions and/or exhibitions and for the full period of copyright, or for the period and territories as specifically outlined in the Brief, without any requirement to pay any further costs; and (ii) ensuring that the Client’s rights in the Client Video are free of any third party limitations or residual fees unless otherwise agreed in writing. Notwithstanding the foregoing, you will not be responsible for, unless agreed in writing between you and the Client, communication to the public rights in respect of musical compositions in the Client Video.
if reasonably requested by us or the Client, to participate in press photography/filming, media interviews and/or other promotional/publicity activity in respect of the Platform, the Platform Functions and/or the Client Video; and
that we and/or the Client shall have, the right to use your name, likeness, and biography to promote the Platform, the Platform Functions and/or the Client Video.
3.11 Client Usage Rights
The provisions of this section 3.11 form a binding agreement between the Client and the Filmmaker in relation to the Client’s exploitation of the Client Video.
If a Client breaches any provision of this section 3.11:
Filmmaker may take action directly against the Client;
Asmrvideogirls.com has no liability whatsoever to either Filmmaker or the Client; and
Asmrvideogirls.com has no obligation to enforce any of the provisions of this section 3.11.
A subject at all times to the provisions of this section 3.11, the Client may use the Video for private use only.
Notwithstanding any other provision of the Terms, the Client must not:
except as set out in the Brief, exploit the Client Video by way of TV/Broadcast;
use any still taken from the Client Video for any purpose other than promoting the Client Video online except as set out in the Brief;
exploit Rushes other than in accordance with the usage restrictions set out in the Brief;
except by way of a further Direct Commission with the relevant Filmmaker or as specified in the Brief, use any animation or character featured in a Client Video for any other production in any media.
The Client may:
remake a Client Video (including, without limitation, by re-using the script and taglines); and
edit a Client Video as it sees fit.
Nothing in these Terms will be taken to constitute a transfer, assignment or grant of any ownership or other rights in any intellectual property rights in the Client script to the Filmmaker. The Filmmaker acknowledges that this clause shall not apply in respect of any Client Assets (including any Client Assets included in a Client Video) and for the avoidance of doubt, Client may use and exploit in any manner directly or indirectly and create derivative or related videos in respect of the Client script.
SECTION 4 – DEFINITIONS
In these Terms, unless the context clearly indicates otherwise, the following terms have the following meanings:
Additional Terms means any and all terms and conditions included under the heading “Additional Terms” in a Brief.
Brief means a creative brief setting out a Client’s Video requirements posted on the Platform pursuant to these Terms.
Brief Form has the meaning given to it in section 2.2(a) of the Terms.
A client has the meaning given to it in the Introduction to these Terms.
Client Scripts means images the information provided by the client to produce the video.
Client Budget means the total budget payable by the Client for a Brief, Direct Commission and includes the Client Fee, the Filmmaker Commission, and the Filmmaker Payment.
Client Fee means:
in respect of each Brief, the percentage of the Client Budget specified in the Brief Form or agreed with Asmrvideogirls.com otherwise;
in respect of each Direct Commission, the percentage displayed on the Platform of the Filmmaker Budget; and
Client Platform Functions has the meaning given to it in section 2.1(a) of these Terms.
Client Selection means the successful Submission selected by a Client.
Client Video means a Submission Video, Treatment Video, Commission Video and Rushes (if any) as applicable.
Commission Video means a Video produced pursuant to a Direct Commission.
Communication has the meaning given to it under section 1.4(b) of these Terms.
Contact Details means your contact details such as email address, phone number and/or internet messaging service address (if provided to us).
Content Standards means the content standards set out in section 1.4(d) of these Terms.
Dashboard means a personalized Client dashboard on the Platform.
Direct Commission means the approach and commission of an individual Filmmaker directly by a Client via the Filmmaker’s Platform profile pursuant to these Terms.
Force Majeure Event means any strike, lockout or other industrial action, an act of God, act of terrorism, war, act of government or political or civil disturbance which is beyond the reasonable control of the affected party.
The filmmaker has the meaning given to it in the Introduction to these Terms.
Filmmaker Budget means the Client Budget less the Client Fee.
Filmmaker Commission means the percentage displayed on the Platform of the Filmmaker Budget retained by Asmrvideogirls.com before the Filmmaker Payment is released.
Filmmaker Payment means:
in respect of each Brief, the Filmmaker Budget specified on the Brief page less the Filmmaker Commission; or
in respect of each Direct Commission or Re-Edit, the Filmmaker Budget agreed between the Client and the Filmmaker pursuant to these Terms, less the Filmmaker Commission.
Filmmaker Platform Functions has the meaning given to it in section 3.1(a) of these Terms.
Asmrvideogirls.com content has the meaning given to it in section 1.2 of these Terms.
The license has the meaning given to it in section 2.9(b) of these Terms.
Overages mean additional costs agreed between the Client and the Filmmaker in addition to the Client Budget in relation to any Video.
Platform means our platform located at asmrvideogirls.com
Platform Functions means any and all functionality available on the Platform.
Privacy & Cookies Policy means our privacy and cookies policy located here: asmrvideogirls.com/privacy
Production Contracts has the meaning given to it in section 3.6(c).
Re-Edit means a commission of a Filmmaker by a Client to re-edit a Video selected from the Video Store pursuant to these Terms.
Re-Edited Video means a Video produced pursuant to a Re-Edit.
Relevant Taxes means any value-added tax, sales tax, goods and services tax or other tax or duty imposed on any transaction entered into through or in connection with the Platform and the Platform Functions that by applicable law must be added to any amounts charged for any participation, use or purchase related to the foregoing and must be collected by you, us or the relevant Filmmaker.
Rushes means raw un-edited footage taken during the production of the Client Video if specified in the Brief.
Submission means a Treatment or Submission Video (as applicable).
Submission Deadline means the deadline for Submissions specified in the relevant Brief.
Submission Video means a completed Video submitted by a Filmmaker in response to a Brief.
Treatment means a proposal for a Video submitted by a Filmmaker in response to a Brief.
Treatment Video means a Video produced from a Treatment that is a Client Selection pursuant to these Terms.
Union has the meaning given to it in section 3.6(g) of these Terms.
Video means audio-visual (or visual) video or other content produced by a Filmmaker.