These are the Terms and Conditions referred to in the Vamp Platform.
You agree that by using the Vamp Platform and/or by pressing 'Yes'/'I accept/Submit', these Terms and Conditions (and any Brief, where you have accepted a Brief on the Vamp Platform) will be the Agreement governing the relationship between you and Vamp in respect of that Brief and you agree to be bound by these Terms and Conditions.
To the extent of any inconsistency between the Brief and these Terms and Conditions, the Terms and Conditions prevail.
In this document, the following definitions apply unless the context indicates otherwise:
Agreement means this document;
Brand means a brand, client and/or company seeking advertising or promotional services via the Vamp Platform;
Boost or Spark means to further promote or amplify any materials, Content or Posts across social channels, including by sponsorship, paid media or otherwise;
Brand Terms means the brand terms and conditions available in the Brief;
Brand Materials means material in any form, including drawings, reports, specifications, images, photos, videos and media in Graphics Interchange Format and other proprietary media types (howsoever constituted) and other documents provided by a Brand to Talent or TALENT AGENCY in connection with the Agreement and the Services;
Brief means a set of instructions posted on the Vamp Platform by a Brand;
Campaign means advertising or promotional services provided to a Brand in accordance with its Brief via the Vamp Platform;
Change Order has the meaning given in clause 5.8;
Commencement Date means the date the Talent Manager submits the Talent to the Brief, or any other date agreed between the parties;
Confidential Information means all information disclosed (including inadvertently) by a Disclosing Party in connection with the Agreement, all information disclosed by a third party that is required to be kept confidential, including (without limitation):
information which, either orally or in writing, is designated or indicated as being the proprietary or confidential information of the Discloser or a third party to whom the Discloser owes an obligation of confidentiality;
Information derived partly or wholly from the information, including (without limitation) any calculation, conclusion, summary, computer modelling;
trade secrets or information that is capable of protection at law or equity as confidential information;
any other information provided by the Disclosing Party in connection with the Agreement; and
the parties agree that the terms of the Agreement are jointly owned Confidential Information.
Content means material in any form, including drawings, reports, specifications, images, photos, videos and media in Graphics Interchange Format and other proprietary media types (howsoever constituted) and other documents provided by Talent in the provision of the Services, but not including Brand Materials or Vamp Materials;
Deemed Approval has the meaning given in clause 5.5;
Existing Brand Relationship means TALENT AGENCY's existing partnership and obligations with a Brand in respect of a campaign outside of the Vamp Platform and not introduced to TALENT AGENCY by Vamp;
Force Majeure Event means any of the following causes provided that they are outside the reasonable control of the affected party and could not have been prevented or avoided by that party taking all reasonable steps:
act of God, earthquake, cyclone, fire, explosion, flood, landslide, lightning, storm, tempest, drought or meteor;
war (declared or undeclared), invasion, act of a foreign enemy, hostilities between nations, civil insurrection or militarily usurped power;
act of public enemy, sabotage or malicious damage, terrorism or civil unrest;
ionising radiation or contamination by radioactivity from any nuclear waste or from combustion of nuclear fuel;
confiscation, nationalisation, requisition, expropriation, prohibition, embargo, restraint or damage to property by or under the order of any government or government authority (except where such arises out of a failure by a party to comply with any Law);
health crisis or pandemic of any nature; or
strikes, blockades, lock out or other industrial disputes other than an industrial dispute that only involves the party's personnel.
GST means Goods and Services Tax as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
Influencer means persons, including social media influencers, other than Talent, on the Vamp Platform or engaged or contracted by Vamp;
Information means basic personal information when registering for the Vamp Platform or making an application for a Brief on the Vamp Platform including, but not limited to: your name, your business name (if any), your mobile telephone number, your billing details, your email address, PayPal and/or bank account details, and other information as might be required by Vamp from time to time, including tax status;
IPR or Intellectual Property Rights means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, design rights, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights of any kind, including background IPR, whether registrable or not in any country, including any renewals or extensions thereof;
Jurisdiction means any of the following, as applicable to TALENT AGENCY's registered address:
the United Kingdom – if TALENT AGENCY's registered address is in the United Kingdom;
Singapore – if TALENT AGENCY's registered address is in Singapore, Malaysia or Indonesia;
Japan – if TALENT AGENCY's registered address is in Japan;
the United Arab Emirates – if TALENT AGENCY's registered address is in the United Arab Emirates; and
the State of New South Wales and the Commonwealth of Australia – if TALENT AGENCY's registered address is anywhere else in the world;
Kill Fee has the meaning given in clause 12.3;
Privacy Policy means Vamp's Privacy Policy available at https://vamp.com/terms-privacy/privacy-policy/;
Revision means a material change requested by a Brand or Vamp to Content submitted by Talent, including changes to creative direction, messaging, format or subject matter. Minor formatting corrections, caption edits or hashtag adjustments do not constitute a Revision;
Scope means the deliverables, content types, posting requirements, timing, and other specifications outlined in a Brief;
Services means the services defined in clause 4.1;
TALENT AGENCY means the talent agency or talent manager party to this Agreement;
Talent means an influencer or social media person managed by TALENT AGENCY for the purpose of sourcing Campaigns;
Talent Fee means the amount paid to the applicable Talent in respect of a Campaign/s pursuant to a Brief. The Talent Fee will incorporate:
TALENT AGENCY's fee for the Services; and
the right for Vamp or a Brand to Boost or Spark Content as applicable on any social media platform during any Campaign, and for sixty (60) days thereafter.
Talent Terms means the creator/Influencer terms and conditions available at https://vamp.com/vamp-creator-terms-and-conditions;
Taxes means GST, VAT or any sales tax that may apply in the Jurisdiction to the provision of the Services under the Agreement;
Term means from the Commencement Date until the termination of this Agreement pursuant to the Terms and Conditions;
Terms and Conditions means the terms of this Agreement;
Usage Rights means any additional usage rights in relation to the Services or the Content sought by Vamp on the basis that an additional fee is paid for those usage rights;
Vamp means Visual Amplifiers Limited ABN 13 601 198 850;
Vamp Materials means material in any form, including drawings, reports, specifications, images, photos, videos and media in Graphics Interchange Format and other proprietary media types (howsoever constituted) and other documents provided by Vamp to TALENT AGENCY including to assist TALENT AGENCY in their use of the Vamp Platform; and
Vamp Platform means the Vamp Phone Application as available on iOS and Android or any other platform, from time to time, all Vamp products, Vamp Materials, all versions and add-ons, including the Vamp name, Intellectual Property, brand, logo and software and technology stack.
In this document, unless the contrary intention appears, any reference to one gender includes the others; the singular includes the plural and the plural includes the singular; a person includes a body corporate; a party includes the party's executors, administrators, successors and permitted assigns; a thing includes the whole and each part of it separately; a statute includes any amendment or replacement; and dollars means Australian dollars unless otherwise stated. "Including" and similar expressions are not words of limitation. Headings are for convenience only and do not form part of this Agreement or affect its interpretation. A provision of this Agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of the Agreement.
This Agreement applies to TALENT AGENCY's use of the Vamp Platform in respect of Talent.
Notwithstanding any term of this Agreement, Vamp may, at any time, and at its sole discretion, modify the Terms and Conditions, Brand Terms and/or Talent Terms.
Vamp will provide notice to TALENT AGENCY of these modifications through the Vamp Platform.
TALENT AGENCY's use of the Vamp Platform following any modification to the Terms and Conditions will be subject to the most current version of the Terms and Conditions.
The Services include, without limitation, the following, to be completed by TALENT AGENCY and Vamp:
Subject to TALENT AGENCY's compliance with the terms of this Agreement, Vamp to provide access to the Vamp Platform to TALENT AGENCY, for the purpose of engaging Talent in connection with a Campaign or Brief, in exchange for the Talent Fee payable to TALENT AGENCY;
TALENT AGENCY to have access to all Briefs posted to the Vamp Platform by any Brands;
TALENT AGENCY to apply for a Campaign or Brief on behalf of Talent via the Vamp Platform;
TALENT AGENCY to manage Talent on the Vamp Platform in respect of Campaigns; and
TALENT AGENCY to ensure that they procure Talent to follow all instructions in a Brief, including all posting requirements, deadlines, formats, hashtags, mentions, and platform access grants (the Services).
In order to use the Vamp Platform, TALENT AGENCY must ensure Talent sign up to the Vamp Platform and agree to the Talent Terms, and connect their social media accounts to the Vamp Platform for the entire duration of this Agreement.
TALENT AGENCY is to manage Talent in respect of Campaigns or Briefs in providing the Services to Brands and Vamp.
TALENT AGENCY may present Briefs or Campaigns to Talent via the Vamp Platform only.
The following conditions apply to any application TALENT AGENCY makes for a Brief:
Vamp has sole and exclusive discretion to determine whether to accept TALENT AGENCY's application for a Brief;
Vamp may in its sole discretion, remove or deny Talent from the Vamp Platform. TALENT AGENCY has no entitlement to any recourse in respect of same;
if TALENT AGENCY or the Talent are asked to provide information in connection with any application for a Brief, TALENT AGENCY represents and warrants to Vamp that the information provided is true and correct.
All communication regarding the co-ordination and management of a Campaign by TALENT AGENCY must be via the Vamp Platform. To the extent that any communication by TALENT AGENCY in respect of a Brief or Campaign occurs outside of the Vamp Platform and in direct breach of this Agreement, TALENT AGENCY warrants and undertakes to provide that communication to Vamp within twenty-four (24) hours of a request made by Vamp.
Without limiting any other provision in this Agreement, TALENT AGENCY agrees, and will procure that Talent will not negotiate or attempt to negotiate or otherwise accept terms or payments from Brands outside the Vamp Platform in connection with a Campaign or Brief. Any attempt to circumvent the Vamp Platform may result in TALENT AGENCY or the Talent's removal from the Vamp Platform in Vamp's sole discretion.
The Scope of Services for each Campaign is defined by the Brief. TALENT AGENCY agrees to procure that Talent provides Services strictly in accordance with the Scope set out in the Brief.
Where a Brand or Vamp requests a material expansion of the Scope of Services beyond what is outlined in the Brief, including additional Posts, new content formats, new platforms, extended campaign durations, or material changes to creative direction, such a request constitutes a Significant Variation and must be addressed through a Change Order under clause 5.8 before TALENT AGENCY or Talent are required to action it.
Minor changes, including caption edits, hashtag adjustments or formatting corrections, do not constitute a Significant Variation.
Unless otherwise specified in the Brief, Talent is required to provide up to two (2) rounds of Revisions at no additional cost.
A "round of Revisions" means one consolidated set of feedback provided by Vamp or the Brand on a submitted piece of Content. TALENT AGENCY is entitled to treat all feedback provided at the same time as a single round.
If Vamp or a Brand requests additional Revisions beyond the included rounds, Vamp will notify TALENT AGENCY and, where agreed, additional fees may apply via a Change Order. TALENT AGENCY is not required to procure that Talent proceeds with additional Revisions unless a revised Talent Fee has been agreed in writing.
Revisions must be submitted within the timeframes set out in the Brief. Where no timeframe is specified, Revisions must be submitted within five (5) business days of receiving feedback.
Where a Brief requires content to be submitted for approval prior to posting, TALENT AGENCY must ensure Talent submits Content to Vamp via the Vamp Platform within the timeframe specified in the Brief.
Vamp will use reasonable endeavours to provide approval or feedback to TALENT AGENCY within five (5) business days of submission.
TALENT AGENCY must procure that Talent maintains Posts live for the period specified in the Brief. If no period is specified, Posts must be maintained for a minimum of twelve (12) months from the date of posting.
If a Brand or Vamp requests early removal of a Post:
Vamp will notify TALENT AGENCY in writing with the reason and required removal date;
TALENT AGENCY must procure compliance with any removal request within forty-eight (48) hours of receiving written notice; and
early takedown at a Brand's request will not affect TALENT AGENCY's entitlement to receive the full Talent Fee for the Brief, provided all other obligations have been fulfilled.
If TALENT AGENCY or Talent needs to remove a Post for a legitimate legal or safety reason, TALENT AGENCY must notify Vamp in writing as soon as practicable before removing the Post, and Vamp will not unreasonably withhold consent.
If Vamp or the Brand does not respond to a Content submission within thirty (30) business days of submission (or such other period as specified in the Brief), the Content will be Deemed Approved (Deemed Approval). For the avoidance of doubt, Deemed Approval does not authorise TALENT AGENCY to procure that Talent posts the Content without explicit written approval from Vamp. Upon Deemed Approval: (a) Talent's contractual obligations in respect of that deliverable are taken to be fulfilled; (b) the relevant Talent Fee becomes due and payable in accordance with clause 6; and (c) TALENT AGENCY must hold the Content ready for posting and must procure that Talent posts promptly upon receiving written approval from Vamp.
Deemed Approval does not apply where:
Vamp has notified TALENT AGENCY in writing that the approval period is extended due to Brand-side requirements; or
the Content contains material that would breach applicable law or the Brand's guidelines as provided.
Where a Campaign is delayed by more than fifteen (15) business days due to Brand or client approval delays, Vamp will notify TALENT AGENCY of the revised campaign timeline and the obligations of TALENT AGENCY and Talent under the Brief are adjusted accordingly.
TALENT AGENCY acknowledges that approval delays by Brands or clients may impact payment timing. Where a Brand has not yet paid Vamp due to approval delays, payment to TALENT AGENCY will be adjusted in accordance with clause 6.5. Vamp will notify TALENT AGENCY as soon as reasonably practicable of any material Brand payment delays.
To the extent that any Brief under which Services are provided stipulates conditions that TALENT AGENCY must procure Talent to meet, those conditions are critical and must be complied with as an essential part of providing the Services. Where conditions relate to timing, time is of the essence.
A Change Order is a written agreement between Vamp and TALENT AGENCY that documents a Significant Variation to the Services, including any revised Talent Fees, timeline adjustments, and updated deliverables.
TALENT AGENCY must not procure Talent to action a Significant Variation without a signed Change Order agreed with Vamp.
Additional Talent Fees payable in connection with a Change Order will be agreed in writing prior to commencement of the additional work.
TALENT AGENCY will have absolute and full discretion in pricing the Talent Fee.
TALENT AGENCY is to provide Vamp with the Talent Fee on application of any Brief.
TALENT AGENCY acknowledges that it is responsible for payment of any fee payable to Talent through the Vamp Platform.
TALENT AGENCY must pay all fees owing to Talent within five (5) business days of TALENT AGENCY receiving the Talent Fee from Vamp. TALENT AGENCY must not withhold, delay or deduct from Talent fees except as expressly agreed in writing with the relevant Talent prior to the commencement of the relevant Campaign.
TALENT AGENCY agrees to indemnify and hold harmless Vamp against any claim, loss, liability, cost or expense (including legal costs) brought by or on behalf of any Talent arising from TALENT AGENCY's failure to pay Talent fees in accordance with clause 6.1(4) or any other breach by TALENT AGENCY of its obligations to Talent.
All payments by Vamp to TALENT AGENCY in respect of a Campaign must be made through the Vamp Platform.
All payments made by Vamp will be through PayPal using the details provided by TALENT AGENCY at the time of entering into this Agreement, or such other payment method agreed between TALENT AGENCY and Vamp in writing.
To the extent a quoted Talent Fee for a Brief is in currency which is required to be converted to another currency for any reason, then the foreign exchange rate which applies to that payment will be the lower of:
the exchange rate applying at the time the Agreement is entered into; and
the exchange rate applying at the time the Talent Fee becomes due and payable under the Agreement.
Any payment made by a Brand in respect of a Campaign to Vamp may be applied by Vamp in any manner it sees fit.
Any payment made by Vamp to TALENT AGENCY may be applied by Vamp to any invoice issued by TALENT AGENCY or Talent in any manner it sees fit.
Talent Fees will be paid by Vamp within five (5) business days of receipt of payment from the relevant Brand or client, following receipt of an invoice generated through the Vamp Platform by TALENT AGENCY or Talent on successful completion of the Services in respect of a Campaign, provided that:
all deliverables have been completed in accordance with the Brief;
Content has been submitted and approved (where approval is required) or Deemed Approval has occurred under clause 5.5;
TALENT AGENCY has provided all necessary payment details; and
TALENT AGENCY is not otherwise in breach of this Agreement.
TALENT AGENCY acknowledges that payment timing is dependent on the Brand or client fulfilling their payment obligations to Vamp, which may be up to sixty (60) days or more as outlined in the relevant agreement between Vamp and the Brand or client. Vamp is not responsible for delays caused by late payment from the Brand or client, provided that Vamp has taken reasonable steps to recover the relevant funds.
Vamp will notify TALENT AGENCY as soon as reasonably practicable if a Brand or client payment is delayed, and will provide a revised payment estimate where possible.
Vamp will pay an additional amount for Taxes if this is applicable to TALENT AGENCY and/or the Services in the relevant Jurisdiction. Vamp may also, from time to time, deduct withholding tax or any similar type of tax from amounts payable under this Agreement required by any law.
Notwithstanding any other term of this Agreement, IPR in the Vamp Platform, and Vamp Materials remains the property of Vamp.
TALENT AGENCY acknowledges and agrees that their use of the Vamp Platform or any Vamp Materials does not grant any right, title or interest in the Vamp Platform, Vamp Materials or any IPR in the Vamp Platform or Vamp Materials.
TALENT AGENCY agrees that it will not use the Vamp Materials or Vamp Platform other than for its permitted use of the Services.
TALENT AGENCY must not use nor make copies of any Vamp Materials or IPR in connection with any work other than work comprised in this Agreement and forming part of the Services unless express written approval is given in advance by Vamp.
TALENT AGENCY acknowledges and agrees that their use of any Brand Materials pursuant to this Agreement does not grant any right, title or interest in the Brand Materials.
TALENT AGENCY agrees that it will not use the Brand Materials other than for its permitted use of the Services.
All Content and all IPR in that Content remains the property of the Talent.
TALENT AGENCY acknowledges that the Talent grants a licence to Vamp in all of the Content, including the IPR in the Content, on the same terms that the Talent grants a licence to any social media platforms, including Facebook, Instagram, TikTok or YouTube, in which Talent are required to Post. If Talent are required to Post on multiple social media platforms, the terms of the licence in all of the Content to Vamp will be on the same licence terms as those granted to TikTok.
If there is any doubt as to the terms of the licence in clause 7.3(2), TALENT AGENCY acknowledges that the Talent grant an unconditional, non-exclusive, royalty-free, transferable, sub-licensable, worldwide licence to host, use, distribute, modify, adapt, reproduce, run, copy, publish and/or transmit, publicly perform or display and/or distribute, translate and create derivative works of Content, including but not limited to:
for Vamp's own internal and external marketing purposes and communications with prior written consent by TALENT AGENCY;
in the provision of the Services under this Agreement and as required to fulfil a Brief or Campaign;
to Brands for their own organic social communications without restriction; and
any other usage in accordance with any additional Usage Rights as agreed between TALENT AGENCY and Vamp.
TALENT AGENCY must not create, develop, change, modify, amend or make derivative works of the Vamp Platform or merge any part of the Vamp Platform with other technology, software or programs.
TALENT AGENCY must not exploit the Vamp Platform in any unauthorised way whatsoever, including using the Vamp Platform to transmit any computer viruses, worms, trojan horses or other malware.
TALENT AGENCY further agrees not to use the Vamp Platform in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party.
TALENT AGENCY must not attempt to gain unauthorised access to the Vamp Platform or its related systems and networks; make any part of the Vamp Platform publicly available in violation of this Agreement; use any IPR or Confidential Information of Vamp to build a competing product or service; or permit any person other than TALENT AGENCY to use the Vamp Platform.
TALENT AGENCY must use all reasonable endeavours to ensure the Vamp Platform is protected at all times and notify Vamp of any actual or suspected infringements of IPR in the Vamp Platform.
Failure to comply with this clause 8 constitutes a serious breach of this Agreement, and may result in Vamp taking all or any of the following actions against TALENT AGENCY (with or without notice, and entirely at Vamp's discretion): termination of this Agreement; restriction of TALENT AGENCY's access to the Vamp Platform; suspension or cancellation of the Talent's use of the Vamp Platform; immediate, temporary or permanent removal of any Campaigns or Briefs listed on the Vamp Platform; and/or legal action.
TALENT AGENCY agrees that it will fully comply with all applicable law, rules, regulations and industry guidelines, including but not limited to the GDPR and relevant privacy Laws.
TALENT AGENCY will co-operate with Vamp in removing or modifying any inappropriate Content or any material in breach of any applicable law relating to a Brief or Campaign.
Each party acknowledges that it may be provided with Confidential Information from a Disclosing Party to assist in the provision of the Services. If the Receiving Party receives any Confidential Information from the Disclosing Party, the Receiving Party agrees that the Confidential Information is provided on the basis that:
it is only to be used insofar as is necessary for provision of the Services;
it will keep the materials strictly confidential and only disclose when compelled by any law, at which point the Receiving Party will advise the Disclosing Party;
it will take all reasonable steps to keep the Confidential Information secure; and
it will destroy or return all Confidential Information once the Term has expired.
A schedule to this agreement shall apply to TALENT AGENCY to the extent that the Jurisdiction named in the schedule applies to TALENT AGENCY.
This Agreement shall commence on the Commencement Date and continue for the Term, whereupon it shall expire.
Either party may terminate this Agreement upon providing thirty (30) days written notice to the other party in the following circumstances:
Upon the other party committing a breach of a material term of this Agreement and, in the case of a breach which is capable of remedy, which is not remedied within thirty (30) days of receiving a notice requiring it to cure said breach; or
In the event that the other party becomes or is reasonably likely to become insolvent, enters into a voluntary arrangement, has any distress or execution levied on its assets which is not paid out within seven days of its being levied, is deemed to be insolvent within the meaning of Section 95A of the Corporations Act 2001 (Cth), has an administrator appointed or has a resolution for winding up passed in respect of it.
Upon termination of this Agreement for any reason:
TALENT AGENCY shall: promptly deliver to Vamp, at no additional charge, any or all materials and property belonging to or relating to Vamp (including all Confidential Information) in its possession; immediately cease using the Vamp Platform; cease all use of the Service and any Vamp Materials or Brand Materials.
Vamp shall: pay all amounts payable to TALENT AGENCY under this Agreement which have accrued or are otherwise payable at the date of termination; and return to TALENT AGENCY any Confidential Information of TALENT AGENCY in its possession or control.
This clause survives termination of the Agreement.
If Vamp cancels a Brief after it has been accepted by TALENT AGENCY on behalf of Talent, the following applies:
if cancellation occurs before Talent has commenced work on any deliverable, no Kill Fee is payable;
if cancellation occurs after Talent has submitted a draft or proof of any deliverable, Vamp will pay TALENT AGENCY a Kill Fee equal to fifty percent (50%) of the Talent Fee for the relevant Brief; and
if cancellation occurs after all Content has been produced and approved (or Deemed Approved), Vamp will pay TALENT AGENCY one hundred percent (100%) of the Talent Fee.
The Kill Fee (Kill Fee) represents reasonable compensation for work done and costs incurred up to the point of cancellation and is TALENT AGENCY's sole remedy for cancellation of a Brief by Vamp or the Brand, except in cases of bad faith.
Vamp shall not be liable to TALENT AGENCY for any damages of any kind arising out of TALENT AGENCY's use of the Vamp Platform or performance of Services, whether such damage arises directly or indirectly. TALENT AGENCY agrees and understands that the use of the Vamp Platform and accepting and providing Services is undertaken at TALENT AGENCY's own risk.
The maximum liability of Vamp arising out of the performance or non-performance of the Services, whether under the law of contract, tort or otherwise, is the lesser of:
the Talent Fees under the Agreement; and
the cost of rectifying the work which is the subject of performance or non-performance in relation to the Services.
TALENT AGENCY agrees to indemnify and hold harmless, Vamp, its employees, personnel and agents from any and all claims, liabilities, damages, losses and expenses arising out of or in any way connected with or arising from:
TALENT AGENCY's use of the Vamp Platform;
any third party claims with respect to breach of IPR in any Content;
any breach of the Warranties;
breach of this Agreement or underlying Brief;
the negligence, gross negligence or wilful misconduct of any of TALENT AGENCY's employees, agents or contractors; and/or
a failure by TALENT AGENCY or TALENT AGENCY's employees, agents, contractors or invitees to comply with applicable laws and regulations.
If Talent fail to meet the critical conditions of a Brief (including posting deadlines, content formats, number of Posts, maintenance periods, and required inclusions), Vamp is not required to pay TALENT AGENCY for those Services in relation to that Brief. For the avoidance of doubt, failure to perform all Services and complete all requirements and remain signed up to the Vamp Platform until a Campaign described in a Brief is completed will result in a forfeiture of the complete Talent Fee.
If TALENT AGENCY has a dispute in relation to any Talent Fee or the timing of a payment, TALENT AGENCY must notify Vamp in writing, setting out the nature of the dispute and the amount in question.
Vamp will acknowledge the notice within five (5) business days and will appoint a nominated contact to manage the resolution of the dispute.
Vamp will use its reasonable endeavours to resolve the dispute within thirty (30) days of receiving the notice.
If the dispute cannot be resolved within thirty (30) days, either party may escalate to formal dispute resolution in accordance with clause 17.7.
For as long as TALENT AGENCY is using the Vamp Platform, TALENT AGENCY undertakes that it:
is in compliance with all relevant laws in the Jurisdiction and will continue to comply with same;
will follow any best practice guidelines endorsed by Vamp and notified to TALENT AGENCY from time to time;
will not make any public statements or communications of any nature in relation to this Agreement, without the prior written consent of Vamp;
will not do anything which would defame, tend to defame or could be construed as being defamatory, derogatory or disparaging of Vamp, any Brand or their affiliates, whether in conjunction with the Services or not;
has not entered into the Agreement in reliance on any representation by Vamp that the Services will be fit for purpose or otherwise appropriate, and has relied upon its own expertise in selecting Vamp;
has power to enter into the Agreement, to comply with its obligations under it and exercise its rights under it, and there are no legal restrictions preventing it from entering into these Terms;
to the extent that any Content is uploaded through the use of the Vamp Platform and Services, TALENT AGENCY represents that TALENT AGENCY or Talent own all rights in, or have authorisation or are otherwise legally permitted to upload, such content and that such content does not infringe on any third party IPR or other rights; and
it is not Insolvent;
(the Warranties).
During the term of the Agreement and for a period of twelve (12) months after the termination or expiry of the Agreement, either party shall not solicit for employment, either directly or indirectly, any person who is employed or contracted by the other party, including in the case of TALENT AGENCY the Talent, and in the case of Vamp the Influencers.
TALENT AGENCY acknowledges that it will not have any access to Influencers on the Vamp Platform. TALENT AGENCY must not communicate or liaise with Influencers for any reason whatsoever on the Vamp Platform.
Vamp will oversee all Campaigns managed by a Talent Manager on the Vamp Platform and will only contact Talent as necessary for the provision of Services, with the Talent Manager having visibility over this communication. Vamp will not attempt to negotiate any terms of a Brief with the Talent without prior consent of the Talent Manager.
Each party will promptly advise the other party if a person who is employed or contracted by that party seeks to be employed or contracted by the advising party during the restriction period.
For a period of twelve (12) months following the termination or expiry of this Agreement, TALENT AGENCY undertakes that it will not, within any Jurisdiction in which Vamp operates, directly establish, operate or materially invest in a business whose primary purpose is the provision of an influencer marketing platform or marketplace that connects brands with creators or talent agencies in a manner directly competitive with the Vamp Platform. This restraint does not prevent TALENT AGENCY from: (a) continuing its ordinary talent management business; (b) using any other influencer marketing platform or service; or (c) working with Brands or Talent through channels other than the Vamp Platform. If any part of this clause is found to be unenforceable in any Jurisdiction, that part shall be severed and the remainder shall continue in full force.
This clause survives the termination of the Agreement.
TALENT AGENCY agrees that it will not attempt to negotiate directly with any Brand on or off the Vamp Platform (to the extent that it is not an Existing Brand Relationship); attempt to negotiate directly with any Influencers; or coerce, manipulate or pressure the Talent to perform services outside of the scope of the agreed Services, without the prior consent of Vamp. In the event that TALENT AGENCY breaches clause 17.3, TALENT AGENCY will be liable to Vamp for the full amount of the Talent Fees and any fees made by TALENT AGENCY that can be attributed to the Talent or Brand outside of this Agreement.
For a period of six (6) months following the termination or expiry of this Agreement, TALENT AGENCY agrees not to directly solicit any Brand with whom TALENT AGENCY engaged through the Vamp Platform during the preceding twelve (12) months, for the purpose of conducting campaigns of the same or substantially similar nature to those conducted via the Vamp Platform, without the prior written consent of Vamp. This clause does not prevent TALENT AGENCY from: (a) continuing to work with Brands with whom TALENT AGENCY had a pre-existing direct relationship prior to using the Vamp Platform (Existing Brand Relationships); or (b) operating its ordinary talent management business. If any part of this clause is found to be unenforceable in any Jurisdiction, that part shall be severed and the remainder shall continue in full force.
Anti-facilitation: TALENT AGENCY must not take any steps, directly or indirectly, to engineer, encourage or facilitate an inbound approach from a Brand for the purpose of circumventing this clause. This includes signalling availability to a Brand, encouraging a Brand to make direct contact, or structuring communications to create the appearance of an unsolicited approach.
Platform-generated presumption: Any Brand relationship where first contact, campaign activity, or introduction occurred through the Vamp Platform is deemed to be platform-generated by default, regardless of any pre-existing commercial relationship between TALENT AGENCY and that Brand. If TALENT AGENCY wishes to claim that a Brand relationship is an Existing Brand Relationship and not platform-generated, the burden of proof rests with TALENT AGENCY to provide supporting evidence demonstrating that the relevant Brand contact, contract or campaign activity predates TALENT AGENCY's Vamp sign-up date. Such evidence may include prior correspondence, contracts, invoices or other contemporaneous documentation.
For the avoidance of doubt, nothing in this Agreement or performance of obligations in relation to same constitute any relationship of employer and employee, principal and agent or partnership between TALENT AGENCY or Vamp. TALENT AGENCY must not represent itself as being an employee, agent or partner of Vamp.
Vamp reserves the right to generally monitor the Vamp Platform and all activity through the Vamp Platform, including TALENT AGENCY's use of the Vamp Platform. If TALENT AGENCY is in breach of this Agreement or Vamp suspects that TALENT AGENCY has engaged in suspicious, fraudulent, abusive or other activity which Vamp (in its absolute and exclusive discretion) determines is not in accordance with its values or may be detrimental to its interests, it may choose to suspend or terminate TALENT AGENCY's access to the Vamp Platform or terminate this Agreement.
Vamp will provide to TALENT AGENCY reasonable maintenance support to TALENT AGENCY in respect of TALENT AGENCY's use of the Vamp Platform.
In the event any dispute arises in connection with or arising out of this Agreement, or the interpretation of its terms (Dispute), the party claiming the Dispute must give written notice specifying the nature of the Dispute to the other party (Dispute Notice).
Upon receipt of the Dispute Notice, the parties must use their best endeavours to resolve the Dispute expeditiously.
If the parties have not resolved the Dispute within thirty (30) days of receipt of the Dispute Notice, the Parties must then participate in mediation in accordance with this clause in the relevant Jurisdiction, and in accordance with the Jurisdiction's laws, prior to commencing proceedings.
This Agreement is the entire agreement and understanding between the Parties on everything connected with the subject matter of this Agreement and supersedes any prior agreement or understanding on anything connected with that subject matter.
Despite any other provision of this agreement, if a party is unable to perform or is delayed in performing an obligation under this agreement by reason of a Force Majeure Event, that obligation is suspended but only so far and for so long as it is affected by the Force Majeure Event, and the affected party will not be responsible for any loss or expense suffered or incurred by any other party as a result of the Force Majeure Event.
No forbearance or delay by Vamp in exercising or enforcing its rights under the Agreement shall prejudice or restrict the rights of Vamp to exercise or enforce its rights at a later time. Vamp may only waive a right under the Agreement by doing so in writing.
The rights and remedies provided in this Agreement will not affect any other rights or remedies available to either Party.
If any provision of the Agreement is unenforceable, illegal or void, that provision is severed and the other provisions of this Agreement remain in force.
The Agreement shall be governed by and construed in accordance with the laws of the relevant Jurisdiction. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of the Jurisdiction over any claim or matter arising under or in connection with the Agreement (whether in contract or in tort).