These Terms of Use (“the Agreement” or “Terms”) contain the complete terms and conditions between Intername Ltd. d/b/a VerillaGang.com (“the Company”/ “the Platform”/ “us” or “we”), and you (“you” and “your”). If you do not agree to these Terms, you may not, and please do not, use this Platform.
INTRODUCTION & DEFINITIONS
1.1 The VerillaGang platform (“the Platfrom”) is designed to connect businesses (“Brands”) with a network of social media content creators (“Creators”) to facilitate social media marketing, user-generated content (UGC) purchases, and other collaborative efforts, including but not limited to, sales and marketing distribution of ecommerce goods through social media and/or digital assets—all subject to compliance with these Terms of Service.
1.2 Through the Platform, Creators can sell Content rights directly to the Platform, which then licenses the Content to its business clients.
1.3 In these Terms, the term “users” or “you” refers collectively and individually to both Brands and Creators, depending on the context. When a Brand represents its clients (e.g., an agency managing campaigns for multiple businesses), both the Creator and VerillaGang acknowledge that the Terms do not restrict the Brand from sharing Content with its clients.
1.4 VerillaGang may revise these Terms at any time by updating this page. Changes take effect immediately and may impact your ability to use the Platform. You are encouraged to review these Terms of Service regularly, as continued use of the VerillaGang platform signifies acceptance of any updates or revisions.
1.5 VerillaGang reserves the right to modify the platform as it deems appropriate. Even if you hold an account, access to and use of the VerillaGang platform may be terminated at any time without prior notice.
1.6 All costs associated with using the VerillaGang platform remain the responsibility of the user and depend on the terms and fees of the service provider being used.
1.7 Action means installs, clicks, sales, impressions, downloads, registrations, subscriptions, etc. as defined in the applicable Promotion by the Platform, provided that the Action was performed by an actual human End User (which is not computer generated) in the normal course of using any device.
1.8 Brand (or “Advertiser”) means a person or entity who advertises Promotions via the Platform and is subject to commission upon an Action by an End User and/or, may purchase UGC via the Platform as per these Terms.
1.9 Creator (“Content Creators” or “Publisher”) means a person or entity who generates content and may promote Promotions offered by VerillaGang, using Digital Assets owned and/or operated by you or on your behalf.
1.10 Promotion means VerillaGang will enable you to access Brand products and advertisements, button links, text links, and other content as determined by VerillaGang Platform, which will be associated with the Brand, all of which shall relate and link specifically to the Brand (collectively referred to hereinafter as the “Promotion”s).
1.11 End User means any end user who is not an existing client of the Advertiser and who completes an Action in accordance with these Terms.
1.12 Communication Channels means any means of communication between Creator, Brand and VerillaGang (e.g., email, SMS, Whatsapp, direct phone calls, etc.). You will be granted access to such communication channels upon the approval of your Application to the VerillaGang Platform. These Communication Channels will solely apply for any information transfer and will be always used, including for content upload.
1.13 Task (or “Task Brief”) means any specific marketing or UGC-related requirements provided by the Brand or VerillaGang, including any detailed Content requirements, video, audio, etc.
1.14 Digital Assets means any website (including any device specific versions of such website) or application or social account owned and/or operated by you or on your behalf and which you identify to us and any other marketing methods including without limitation emails and SMS, which VerillaGang approved for use.
1.15 Applicable Laws means all applicable laws, directives, regulations, rules, mandatory codes of practice and/or conduct, judgments, judicial orders, ordinances and decrees imposed by law or any competent governmental or regulatory authority or agency.
1.16 Fraudulent Action means any action by you for the purpose of creating an Action using robots, frames, iframes, scripts, or any other means, for the purpose of creating illegitimate Commissions.
1.17 Group Company means any entity directly or indirectly controlling, controlled by, or under common control with the Company. For the purpose of this definition, control (including, with correlative meanings, the terms controlling, controlled by and under common control with) means the power to manage or direct the affairs of the entity in question, whether by ownership of voting securities, by contract or otherwise;
USE OF THIS SITE
2. Content Creation, Promotion and Sales of Branded Products
2.1 The VerillaGang platform enables Brands to collaborate with Content Creators from social media or purchase user-generated content (UGC). Creators produce video and audio materials tailored to the Brand’s specifications, based on requests submitted via VerillaGang.
2.2 Brands use VerillaGang to define specific marketing or UGC-related tasks (“Tasks”), including detailed Content requirements outlined in a “Task Brief.” This ensures clarity and alignment for the content being produced.
2.3 Creators have the freedom to select Tasks they wish to complete and offer the resulting Content for sale. By choosing a Task, the Creator agrees to follow the Task Brief and any associated conditions, including payment terms and the platform’s Terms of Service. The Brand retains full discretion in purchasing Creator services via VerillaGang, approving the Creator Task and end-result. The Creator may begin work only after receiving confirmation from the Brand via VerillaGang.
2.4 Both Creators and Brands agree not to bypass the platform by negotiating separate terms or payment arrangements for UGC or marketing projects outside of VerillaGang Platform.
2.5 Applicability of Terms of Use for Unauthenticated Access
Creators and Brands may remain subject to our Terms of Use even when not logged into an account or when accessing our products, services, or platforms without an active account. Any use of our products and services in any manner constitutes agreement to these Terms and our policies, as updated from time to time. It is the user’s responsibility to visit our website and stay informed about the Terms of Use and policies as published, ensuring compliance with the most up-to-date terms.
3. Content Creation and Sale of Content to and via VerillaGang
3.1 VerillaGang also provides Creators the opportunity to produce and sell original Content directly to the platform. This Content is made available in VerillaGang’s stock library, where customers can license certain rights to use the Content.
3.2 VerillaGang may define specific technical or creative guidelines for Content submitted to the library. Creators must adhere to these requirements to have their work accepted.
3.3 Compensation for such Content is determined by VerillaGang and disclosed to the Creator before submission. Payment is processed once the Content is licensed and/or purchased by a customer.
3.4 VerillaGang reserves the right to reject submitted Content or remove it from the stock library at its discretion and without providing a reason.
3.5 Upon acceptance of the content by VerillaGang, the ownership and all associated Intellectual Property Rights are transferred irrevocably and unconditionally. VerillaGang reserves the right to:
3.6 The Creator acknowledges that VerillaGang is not obligated to remove content, comments, shares, or related materials from its media channels once published.
3.7 Creators are strictly prohibited from reposting, sharing, or otherwise publishing the content on their own channels. Without prior written consent from VerillaGang, the Creator agrees not to disseminate or make public the content in any form after submission.
ACCOUNT REGISTRATION
4.1 To access and use the VerillaGang platform, users must create an account by completing the required registration process as outlined in these Terms of Service.
4.2 VerillaGang reserves the right, at its sole discretion, to decline or cancel any account registration for any reason.
4.3 All account registration details must be accurate, up-to-date, and complete. Registrations that are incomplete, ineligible, or unclear will be deemed invalid. Users must log in to their account each time they access the VerillaGang platform and are prohibited from using another person’s account without permission.
4.4 Users are solely responsible for maintaining the confidentiality of their account credentials and for all activities associated with their account. Any unauthorized use or security breaches must be reported to VerillaGang immediately. Users are responsible for controlling access to their account and must notify VerillaGang if they wish to deactivate it. VerillaGang will not be liable for any loss or damage resulting from a failure to comply with this responsibility.
4.5 VerillaGang retains the right to terminate accounts or restrict access to the platform if it determines that a user has violated these Terms of Service, engaged in unethical or unlawful behavior, tampered with platform operations, or otherwise acted in a manner that undermines the integrity of the platform.
4.6 The creation of accounts through automated systems, bots, or other mechanical methods is strictly prohibited. VerillaGang may suspend or terminate accounts involved in such activities.
4.7 By registering, to the extent permitted by law, all VerillaGang users agree to indemnify and hold harmless any social media platforms, along with their partners and affiliates, from claims, losses, or damages. Any questions or concerns regarding VerillaGang must be directed to the platform directly, not to external social media services.
4.8 To register a Brand account, users must provide required details, including the Brand’s name, email address, office address, phone number, and payment information.
4.9 There is no fee to create a Creator or a Brand account.
TERMS FOR CREATORS
5.1 Eligibility Requirements
To utilize the VerillaGang platform, Creators must meet the following criteria:
5.1.1 Creators must be at least 18 years old to register for a Creator Account on the VerillaGang platform.
5.1.2 Creators’ social media accounts (such as Instagram, Facebook, and/or others) must comply with ethical and professional standards, avoiding any content deemed inappropriate or in conflict with these Terms of Service or the policies of the respective social media platforms.
5.2 Creator Responsibilities
Creators bear full responsibility for the following:
5.2.1 Providing complete and accurate personal, contact, and social media account details, including payment information (such as PayPal or bank account details) to enable VerillaGang to process payments.
5.2.2 Strictly adhering to the guidelines provided in the Task or other instructions from VerillaGang or the Brand. Content submissions may be declined until all specified requirements are satisfied.
5.2.3 Delivering Content promptly and in line with the agreed-upon Task Brief.
5.2.4 Including any necessary legal or Brand-required disclaimers or information when posting Content, as directed by VerillaGang, the Brand, or applicable laws.
5.2.5 Managing interactions with other users of the VerillaGang Platform, recognizing that VerillaGang and Brands are not liable for the actions of other users.
5.2.6 Failure to meet these standards may restrict the Creator’s ability to access full platform functionality or participate in tasks.
5.4 Content Delivery Rules
When submitting Content for tasks, Creators must:
5.4.1 Ensure all submissions align with the standards specified in these Terms of Service, as well as any additional requirements outlined by VerillaGang or the Brand. Content that fails to meet these criteria may be rejected.
5.4.2 Warrant that all submitted Content:
5.5 Creator Conduct
Creators agree not to:
5.5.1 Disparage, mock, or negatively comment on the Brand or its products and services.
5.5.2 Create posts or other content that undermine the Brand’s reputation or dilute the intended impact of the submitted Content.
5.6 Agreement Scope
The limitations and obligations outlined in these terms are designed to reasonably protect the interests of the Brand and VerillaGang while maintaining fairness for all parties involved.
CREATOR COMPENSATION
6.1 Creators receive payment for their contributions after their work is uploaded via VerillaGang platform and approved by either the Brand or VerillaGang. This depends on whether the Creator participates in a Brand’s Task or submits work for VerillaGang’s stock library.
6.2 By uploading content to the platform, the Creator agrees that, once the Brand or VerillaGang accepts the submission, all rights, ownership, and Intellectual Property Rights to the content transfer to the respective Brand and VerillaGang. Creators may not share or publish this content on their own social media accounts unless specifically authorized by the Brand or VerillaGang.
6.3 Compensation & Commission scheme will be outlined and provided to you upon the approval of your Application to the VerillaGang Platform and will be modified based on the Tasks you perform and your use of VerillaGang Platform and services.
6.4 Payments of Creator Compensation shall be made directly to you as per your preferred payment method and to the account details provided by you as part of your application process (the Designated Account). It is your responsibility to ensure that the details provided by you are both accurate and complete and VerillaGang will have no obligation whatsoever to verify the accuracy and completeness of such details. In the event that you provide VerillaGang with incorrect or incomplete details or you have failed to update your details and as a result your Commission is paid to an incorrect Designated Account, VerillaGang shall cease to be liable to you for any such Commission. Should VerillaGang not be able to transfer any Commission to you as a result of any incomplete or incorrect details of your Designated Account, or for any other reason beyond the control of VerillaGang, the Company reserves the right to withhold any such Commission and will no longer be liable to pay such Commission.
CONTENT OWNERSHIP
7.1 Ownership of Task Content
When participating in a Brand’s Task, the following terms apply:
7.1.1 In exchange for payment, and/or once content is uploaded and accepted by VerillaGang and the Brand, the Creator assigns and transfers all ownership, rights, and Intellectual Property Rights to VerillaGang and the Brand for any submitted content. The Creator agrees to assist VerillaGang in perfecting this transfer of rights if necessary and releases both VerillaGang and the Brand from any related claims.
7.1.2 Intellectual Property Rights encompass all current or future legal rights worldwide, including but not limited to copyrights, moral rights, performer’s rights, trademarks, patents, and rights to publicity or image, regardless of registration status.
7.1.3 The Intellectual Property Rights transferred to VerillGang and the Brand include:
7.1.4 The Creator acknowledges that VerillaGang nor the Brand are under no obligation to remove content or related material, including comments or shares, from its media channels
7.1.5 Creators are prohibited from sharing, reposting, or commenting on their submitted content in any form unless explicitly approved by the Brand.
7.1.6 The Brand grants VerillaGang a royalty-free, perpetual, non-exclusive license to use the submitted content for the purpose of marketing and promoting VerillaGang and its services. This license allows VerillaGang to use the content on its social media, advertising, and other promotional platforms.
CREATOR-BRAND-PROMOTION-NETWORK
8. Promoting Brand Products
8.1 Upon your acceptance to the VerillaGang Platform, VerillaGang will enable you to access Brand products and advertisements, button links, text links, and other content as determined by VerillaGang Platform, which will be associated with the Brand, all of which shall relate and link specifically to the Brand (collectively referred to hereinafter as the “Promotion”s). You may display these Promotions on your Digital Asset(s), provided that you: (i) only do so in accordance with the terms of these Terms; and (ii) possess the legal right to use the Digital Asset(s).
8.2. You may not promote the Brand Products in any way that is not truthful, misleading, or compliant with Applicable Laws.
8.3. You may not modify a Promotion unless you have received prior written consent from VerillaGang to do so. If VerillaGang determines that your use of any Promotions is not in compliance with the terms of these Terms, it may take measures to render such use as inoperative.
8.4. If VerillaGang requests any changes to your use and positioning of the Promotions and/or Licensed Materials, or if you are requested to cease using the Promotions and/or Licensed Materials, you must promptly comply with that request.
9. Actions
9.1. Potential Action becomes an install, click, sale, impression, download, registration, subscription, etc as per these Terms, once an Action is performed via a link provided by VerillaGang platform and: (i) is promptly verified and approved by VerillaGang; and (ii) meets any other qualification criteria which VerillaGang may apply from time to time at its discretion.
9.2 You acknowledge and accept that calculations of the number of Actions shall be the sole and authoritative measurement and shall not be open to review or appeal. All Actions and Commissions shall be accessible via VerillaGang Platform and communication channels as per these Terms.
9.3 To ensure accurate tracking, reporting and Commissions, you are responsible for ensuring that the Promotions promoted on your Digital Assets are properly formatted according to VerillaGang best practices, supplied to you upon registration.
10. Commission
10.1. The Commission rate payable to you under these Terms shall be based on the Promotion you are promoting and shall be provided to you via VerillaGang platform. The Commission may be modified in accordance with these Terms. Your continued advertising of the Promotions and the Licensed Materials will constitute your agreement to the Commission and any changes implemented by VerillaGang.
10.2 You acknowledge and agree that a different payment scheme may apply to other Publishers who are already being paid by VerillaGang in accordance with an alternative payment scheme or in other particular cases as determined at the Company’s sole discretion from time to time.
10.3 The Commission shall be payable on a monthly basis, within approximately 20 days after the end of each calendar month, unless otherwise agreed by the parties via VerillaGang Communication Channels.
10.4 VerillaGang hereby retains the right to modify the commission scheme by which you are, have been or will be paid.
10.5 VerillaGang shall be entitled to set-off from the amount of Commission to be paid to you any associated costs related to the transfer of such Commission.
10.6 VerillaGang retains the right to review your activity under this Agreement for possible Fraudulent Action, whether such Fraudulent Action is on your part or the part of an End User. Any review period will not exceed 30 days. During this review period, VerillaGang shall have the right to withhold any Commission otherwise payable to you. Any incidence of Fraudulent Action on your part (or the part of an End User) constitutes a breach of this Agreement and VerillaGang retains the right to terminate this Agreement immediately and retain all Commission otherwise payable to you and will no longer be liable to pay such Commission to you.
11. Intellectual Property
11.1 You are granted a non-transferable, non-exclusive, revocable license to place a Promotion on you Digital Assets during the term of the Agreement, and solely in connection with the promotions available to you via VerillaGang Platform, to use certain content and material as contained in the Promotion (collectively, Licensed Materials), solely for the purpose of generating potential Actions.
11.2 VerillaGang or the Brand reserve all of its intellectual property rights in the Licensed Materials. VerillaGang or the Brand may revoke your license to use the Licensed Materials at any time by written notice to you, whereupon you shall immediately cease your use of such content and/ or materials. The aforementioned license shall terminate upon the termination of this Agreement.
12. Obligations Regarding your Digital Assets (Social Media Accounts) & Marketing Materials
12.1 You will be solely responsible for the technical operation of your Digital Assets (Social Media Accounts) and the accuracy and appropriateness of materials posted on your Digital Assets (Social Media Accounts) .
12.2 Other than use of the Promotions, you agree that none of your Digital Assets (Social Media Accounts) will contain any content of the websites of any of the Brand or VerillaGang or any materials, which are proprietary to VerillaGang and the Brand or its affiliates, except with VerillaGang prior written permission.
12.3 If the Company receives a complaint that you have been engaging in any practices which are in breach of Applicable Laws or any Prohibited Practices, you hereby agree that VerillaGang may provide to the party making the complaint any details (which may include your name, email address, postal address and telephone number) required for the complaining party to contact you directly in order for you to resolve the complaint. You hereby warrant and undertake that you will immediately cease engaging in Prohibited Practices and make every effort to resolve the complaint.
ACKNOWLEDGEMENTS
13.1 Mutual Acknowledgments
The Brand and Creator recognize and agree to the following:
13.1.2 VerillaGang is not liable for any delays, failures in delivery, or non-receipt of products sent by the Brand to the Creator, when applicable.
13.1.3 These Terms do not transfer any ownership of the Brand’s Intellectual Property Rights to the Creator.
13.1.4 VerillaGang nor the Brand is under no obligation to utilize any of the rights granted by the Creator through this Agreement.
13.2 Creator’s Indemnity Obligations
The Creator agrees to indemnify, defend, and hold harmless VerillaGang, its affiliates, employees, agents, and representatives from and against any losses, damages, or costs (including reasonable attorney fees) resulting from claims, actions, or proceedings arising out of:
13.2.1 Unauthorized use of the VerillaGang platform in violation of these Terms.
13.2.2 Breach of these Terms or any warranties or agreements made by the Creator.
13.2.3 Content provided by the Creator that fails to meet the requirements outlined in the Task Brief or other Brand instructions.
13.2.4 Violations of applicable laws, regulations, or rules.
13.2.5 Misrepresentations or false information provided by the Creator.
13.3 Brand’s Indemnity Obligations
The Brand agrees to indemnify, defend, and hold harmless VerillaGang, its subsidiaries, affiliates, and their respective directors, officers, employees, and agents from any claims, actions, or proceedings arising out of:
13.3.1 Unauthorized use of the VerillaGang platform in violation of these Terms.
13.3.2 Breach of these Terms or any warranties or agreements made by the Brand.
13.3.3 Allegations or claims that Brand-related Content infringes on third-party Intellectual Property Rights.
13.3.4 Violations of applicable laws, regulations, or rules by the Brand.
13.4 Indemnification Process
The party seeking indemnification (“Indemnified Party”) shall:
The Indemnifying Party may not settle a claim without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld, delayed, or conditioned. The Indemnified Party reserves the right to participate in the defense with counsel of its choosing at its own expense. However, if the Indemnified Party reasonably determines that the Indemnifying Party cannot adequately protect its interests, it may assume the defense, with all associated costs borne by the Indemnifying Party.
The obligations of indemnification under this Agreement will survive its termination.
TERMS FOR BRANDS
14.1 Brand Responsibilities
The Brand is accountable for the following:
14.2 Upfront Task Charges
Brands will be charged in advance for each Content Creator they have selected for their task, or for multiple tasks under a VerillaGang purchase plan. Details about pricing and charges can be found via VerillaGang platform, after registration and approval by VerillaGang.
14.3 Minimum Spend
Brands must comply with any minimum spend requirements set by VerillaGang. VerillaGang retains the right to modify minimum spend levels at its discretion.
14.4 Payment Terms
14.5 Invoice Payments
Payment of all invoices is required as outlined in these Terms of Service.
14.6 Commissions Payment
All Commissions due to VerillaGang resulting from use of the VerillaGang Network and/or any VerillaGang provided services shall be payable on a monthly basis, within approximately 10 days after the end of each calendar month, unless otherwise agreed by the parties via VerillaGang Communication Channels.
14.7 Task Creation and Payment Authorization
By purchasing services via VerillaGang and creating a Task, you confirm that you are an authorized user of the payment method associated with your Brand Account. You agree to provide current, accurate, and complete payment details, ensuring your payment method can cover all charges. Attempts to pay using fraudulent or unlawful means are strictly prohibited.
14.8 Late Payment Consequences
If payment is not completed or fails to process within the required timeframe:
14.9 Guidelines for Campaign Tasks
14.9.1 VerillaGang reserves the right, at its sole discretion, to decline any “Task Brief” submissions that do not comply with these Terms of Service or relevant legal requirements.
14.9.2 By purchasing services via VerillaGang, you agree to the assigned pricing for each piece of Content and confirm the total Task budget.
14.9.3 You acknowledge that your right to use any Content is strictly limited to the permissions outlined in these Terms of Service.
14.9.4 As a Brand, you confirm that:
14.9.5 Brands must understand and accept that Creators operate as independent entities. This autonomy may lead to the inclusion of unfavorable or critical perspectives about your Brand, content, products, or services in the Creator’s submissions.
14.9.6 VerillaGang does not guarantee the success or effectiveness of any “Task Brief”, Content, or marketing activity created through its platform, nor does it warrant positive business outcomes, improved commercial performance, or favorable engagement.
14.10 Credit and Custom Pack Terms
Brands can opt to purchase prepaid Credit Packs or tailored Custom Packs. Each type of Pack comes with a specific validity period and will be provided by VerillaGang upon request. Unused credits will expire if not utilized within their designated timeframe.
14.11 Authorization for Brand Representation
The Brand grants VerillaGang the right to utilize its corporate name, trademarks, logos, or other identifying insignia exclusively for promotional purposes on the VerillaGang platform. This usage is intended to showcase the Brand products, prices, product overview, etc. for the purpose of Brand-Product-Promotions by Creators via VerillaAgang Platform, as well as VerillaGang’s portfolio of partnered clients. VerillaGang will ensure that the representation of the Brand remains accurate and respects the scope of this authorization.
TERM FOR CREATORS AND BRANDS
15.1 At any time, either party may immediately terminate this Agreement, with or without cause, by giving the other party written notice of termination (via e-mail). Any withstanding payments to VerillaGang will be made to VerillaGang prior to the termination of this Agreement.
15.2 Limitation of Liability
15.2.1 Nothing in this clause shall exclude or limit either partys liability for death or personal injury resulting from such partys gross negligence or for fraud, fraudulent misstatement or fraudulent misrepresentation.
15.2.2 VerillaGang shall not be liable (in contract, tort (including negligence) or for breach of statutory duty or in any other way) for any:
15.2.2.1 Actual or expected indirect, special or consequential loss or damage;
15.2.2.2 Loss of opportunity or loss of anticipated savings;
15.2.2.3 Loss of contracts, business, profits or revenues;
15.2.2.4 Loss of goodwill or reputation; or
15.2.2.5 Loss of data.
15.2.3 VerillaGang’s aggregate liability in respect of any loss or damage suffered by you and arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the total Commission paid or payable to you under this Agreement during the six (6) months preceding the circumstances giving rise to the claim.
15.3 Relationship of Parties
You and the Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
DISCLAIMERS
THE COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PLATFORM & NETWORK (INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, THE COMPANY MAKES NO REPRESENTATION THAT THE OPERATION OF THE OFFERS OR THE NETWORK WILL BE UNINTERRUPTED OR ERROR-FREE, AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant to VerillaGang that you shall comply with applicable Data Protection Laws, and to the extent that you collect and/or share any personal data (as this term is defined under Data Protection Laws) with Company, you hereby agree to the Data Processing Terms, attached herewith as Annex A and incorporated herein by reference.
CONFIDENTIALITY
16.1 Confidential Information means all information in whatever form (including without limitation written, oral, visual and electronic) which has been or may be disclosed, before on and/or after the date of this Agreement by the Company;
16.2 VerillaGang may disclose Confidential Information to you as a result of your participation within the Platform and/or Network.
16.3 You may not disclose any Confidential Information to any other person. Notwithstanding the foregoing, you may disclose Confidential Information to the extent: (i) required by law; or (ii) the information has come into the public domain through no fault of your own.
MISCELLANEOUS
17.1 These Terms of Service and any matters relating hereto shall be governed by, and construed in accordance with the laws of the State of Israel. The courts of Tel-Aviv, Israel will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement and the transactions contemplated thereby.
17.2 You may not assign this Agreement, by operation of law or otherwise, without the Company’s express prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. You may not sub-contract or enter into any arrangement whereby another person is to perform any or all of your obligations under this Agreement.
17.3 The Company’s failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.
17.4 The Company reserves the right to transfer, assign, sublicense or pledge this Agreement, in whole or in part, without your consent: (i) to any Group Company, or (ii) to any entity in the event of a merger, sale of assets or other similar corporate transaction in which the Company may be involved in. The Company will notify you of any such transfer, assignment, sublicense or pledge by publishing the new version of this Agreement on the Company’s website.
17.5 Any clause, provision, or portion of this Agreement specifically ruled invalid, void, illegal or otherwise unenforceable by a competent court, will be amended to the extent required to render it valid, legal and enforceable, or deleted if no such amendment is feasible, and such amendment or deletion will not affect the enforceability of the other provisions hereof.
17.6 In these Terms, unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing the masculine gender include the feminine and neuter and vice versa.
17.7 Any phrase introduced by the terms including, include or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
ANNEX A DATA PROCESSING TERMS
Data Protection Laws means any and/or all applicable domestic and foreign laws, rules, directives and regulations, on any local, provincial, state or deferral or national level, pertaining to data privacy, data security and/or the protection of personal data, including the Data Protection Directive 95/46/EC and the Privacy and Electronic Communications Directive 2002/58/EC (and respective local implementing laws) concerning the processing of personal data and the protection of privacy in the electronic communications sector (Directive on privacy and electronic communications), including any amendments or replacements to them, including the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR).
Creator, Brand and Company are agreeing to these Data Protection Terms (DPA). This DPA is entered into by Creator, Brand and Company and supplement the Agreement.
1. Introduction
1.1. This DPA reflect the parties agreement on the processing of Personal Data in connection with the Data Protection Laws.
1.2. Any ambiguity in this DPA shall be resolved to permit the parties to comply with all Data Protection Laws.
1.3. In the event and to the extent that the Data Protection Laws impose stricter obligations on the parties than under this DPA, the Data Protection Laws shall prevail
2. Definitions and Interpretation
2.1. In this DPA:
Data Subject means a data subject to whom Personal Data relates.
Personal Data means any personal data that is processed by a party under the Agreement in connection with its provision or use (as applicable) of the services.
Security Incident shall mean any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data. For the avoidance of doubt, any Personal Data Breach will comprise a Security Incident.
The terms controller,processing and processor as used in this have the meanings given in the GDPR.
Any reference to a legal framework, statute or other legislative enactment is a reference to it as amended or re-enacted from time to time.
3. Application of this DPA
3.1. This DPA will only apply to the extent all of the following conditions are met:
3.1.1. Company processes Personal Data that is made available by the Creator or Brand in connection with the Agreement;
3.2. This DPA will only apply to the services for which the parties agreed to in the Agreement, which incorporates the DPA by reference.
3.2.1. The Data Protection Laws applies to the processing of Personal Data.
4. Roles and Restrictions on Processing
4.1 Independent Controllers. Each party:
is an independent controller of Personal Data under the Data Protection Laws;
will individually determine the purposes and means of its processing of Personal Data; and will comply with the obligations applicable to it under the Data Protection Laws with respect to the processing of Personal Data.
4.2. Restrictions on Processing. Section 4.1 (Independent Controllers) will not affect any restrictions on either partys rights to use or otherwise process Personal Data under the Agreement.
4.3. Sharing of Personal Data. In performing its obligations under the Agreement, a party may provide Personal Data to the other party. Each party shall process Personal Data only for (i) the purposes set forth in the Agreement or as (ii) otherwise agreed to in writing by the parties, provided such processing strictly complies with (iii) Data Protection Laws, (ii) Relevant Privacy Requirements and (iii) its obligations under this Agreement (thePermitted Purposes). Each Party shall not share any Personal Data with the other Party (i) that contains sensitive data; or (ii) that contains Personal Data relating to children under 16 years.
4.4. Lawful grounds and transparency. Each Party shall maintain a publicly-accessible privacy policy on its mobile apps and websites that is available via a prominent link that satisfies transparency disclosure requirements of Data Protection Laws. Each Party warrants and represents that it has provided Data Subjects with appropriate transparency regarding data collection and use and all required notices and obtained any and all consents or permissions necessary. It is hereby clarified that Publisher is the initial Controller of Personal Data. Where Publisher relies on consent as its legal basis to Process Personal Data, it shall ensure that it obtains a proper affirmative act of consent from Data Subjects in accordance with Data Protection Law in order for itself and the other Party to Process such Personal Data as set out herein. The foregoing shall not derogate from Companys responsibilities under the Data Protection Laws (such as the requirement to provide information to the data subject in connection with the processing of Personal Data). Both parties will cooperate in good faith in order to identify the information disclosure requirements and each party hereby permits the other party to identify it in the other partys privacy policy, and to provide a link to the other partys privacy policy in its privacy policy.
4.5. Data Subject Rights. It is agreed that where either party receives a request from a Data Subject in respect of Personal Data controlled by such Party, then such Party shall be responsible to exercise the request, in accordance with Data Protection Laws.
5. Personal Data Transfers
5.1. Transfers of Personal Data Out of the European Economic Area. Either party may transfer Personal Data outside the European Economic Area if it complies with the provisions on the transfer of personal data to third countries in the Data Protection Laws (such as through the use model clauses or transfer of Personal Data to jurisdictions as may be approved as having adequate legal protections for data by the European Commission.
6. Protection of Personal Data.
The parties will provide a level of protection for Personal Data that is at least equivalent to that required under Data Protection Laws. Both parties shall implement appropriate technical and organisational measures to protect the Personal Data. In the event that a party suffers a confirmed Security Incident, each party shall notify the other party without undue delay and the parties shall cooperate in good faith to agree and action such measures as may be necessary to mitigate or remedy the effects of the Security Incident.
