Komi Terms for Talent

Last updated: 18 November 2020

Welcome to Komi. Join our talent community!

These terms (“Talent Terms”), and the documents we refer to in them, apply to your use of the Komi platform and to transactions involving the platform, including our website and our mobile and tablet applications (“Komi”). 

Please read through our Talent Terms carefully, to understand what we can do for you, how you can use Komi and how transactions through Komi work.

We suggest that you also read through the Komi Terms of Service (”User Terms”), as they govern how Komi (and content, subscriptions and services you make available through Komi) is made available to consumers. 

When you use Komi, and when you create an account with us, you are agreeing to these Talent Terms.

Who we are

Komi App Limited (“we”, “us”) is a company registered in England and Wales, with company number 12268875 and registered address: 21 Bedford Square, London, United Kingdom, WC1B 3HH. Email address: [email protected].

Komi works for talent

Komi is a platform to connect you together with your audience and consumers at large so that you can focus on doing what you do best: providing great talent content and services directly to them.

We don’t want to get in your way. When a consumer purchases your content, subscription offering or services, such as to attend a live-streamed class, a 1-to-1 tutorial or other content or services you choose to make available through Komi, their agreement is with you. We act as your vendor, such as for managing payment from customers and so we can help manage their experience in Komi.

Your Komi Talent account

Before you can begin to make your talent content, subscriptions and services available through Komi, you will first need to create a Komi Talent account. To be able to create a Komi Talent account, you must:

We will need you to select an account password and other security settings, to help us keep your Komi Talent account safe. You must not share your Komi Talent account details with others. You are responsible for control of your Komi Talent account, such as keeping your password and account details safe and secure, and making sure that the content and services you make available to consumers are what you intend and are appropriate for the platform. 

To the extent necessary for us to be able to provide Komi, you approve the content of the User Terms, authorise us to act in accordance with them and confirm you will abide by them (to the extent they directly or indirectly refer or relate to obligations from you to consumers).

What to do when making content or services available through Komi

Describe your content and services accurately

We want to make sure Komi consumer users understand what they are paying you for. To help make that happen, you must ensure that you take care to describe your content and services accurately before making them available for consumers to consider and purchase through Komi (and before making available any information about your skills, biographic information, accreditations, qualifications and experiences (your “Relevant Descriptions”)). You are solely responsible for your content and services and, in particular but without limitation, ensuring that your Relevant Descriptions are accurate, truthful and not misleading. Failure to provide accurate Relevant Descriptions may result in loss of access to Komi (including without limitation the suspension or termination of your Komi Talent account).

Make sure you have the necessary rights first

For content and services you make available through Komi, it is our expectation that all content and services you provide will be original creations and works by you only. It is your responsibility to ensure you have the necessary rights and clearances in order to be able to provide your content and services, to grant us the rights and licences that you grant us under these Talent Terms and, in particular, all necessary rights and licences so that we are able to grant the rights and licences to consumers that we do regarding your content and services under the User Terms.

Checking your materials

We give Komi Talent account holders control over your content and services. We don’t moderate your posts / messages, content, services or offerings before they are made live to consumers. You acknowledge and accept that you are solely responsible for your content, subscriptions, services, materials, posts and offerings including without limitation the legality, accuracy and compliance of them with all applicable laws and regulations. Failure to comply with the foregoing may result, at our discretion, in us suspending or terminating your Komi Talent account.

Identify 18+ content appropriately

We require that you identify appropriately to consumers, such as in descriptions and titles you make available, which of your content, subscriptions or services are only appropriate for those aged 18 or over. You are responsible for making this clear to consumers and exercising best efforts so that your services, subscriptions or content are not made available to an inappropriate audience.

Take control of your pricing

You can decide how much to charge consumers for your content and services through Komi. Notwithstanding the foregoing, we reserve the right to change, amend or reject pricing in our discretion (without obligation to notify you). We may apply dynamic pricing, our processing overheads or similar costs and measures. We reserve the right to remove listed content or services you try to offer through Komi and/or to cancel purchases of content or services you have offered, where in our discretion it appears to us that your pricing is grossly exploitative of consumers, is illegal or is in error.

Keep the Komi user experience in mind

We want to make sure Komi is a great experience for everyone. To do that, we need your help and for you to apply your best efforts in ensuring: (i) the good quality and experience of all content, subscriptions and services you make available through Komi; and (ii) good standards of customer services that you provide to consumers, where applicable (such as where they ask you a question or ask for support); and (iii) bookings / purchases made by Komi consumer users are honoured and fulfilled. You acknowledge and agree that failure to comply with the foregoing is a breach of these Talent Terms and may result in, without limitation, us suspending or terminating your Komi Talent account access.

How payments through Komi work

Gratuity

Komi may provide consumers with an option to provide a gratuity to you. Gratuities are voluntary for consumers and are additional to ordinary purchase prices for consumers. If a consumer chooses to provide a gratuity to you, the gratuity will be paid to us in the first instance but we will then make it available to you reasonably promptly (less payment processing costs (if any are applicable)).

What you pay to Komi

We want to provide you with certainty over what our fees are. Regardless of how the consumer pays you or what they pay you for, the Komi Service Fee (defined below) is the same. We do not charge you a member subscription or overall platform fee for your Komi Talent account. Instead, we only charge you a 20% per-transaction service fee when consumers purchase your content, subscriptions (whether monthly, annual or otherwise) or services through Komi (“Komi Service Fee”).

The Komi Service Fee is deducted from the sum paid to you by the consumer through Komi, which we collect on your behalf, only after first-party platform fees are deducted first (such as, for example, of the Apple App Store) and other reasonable costs. We then, after any applicable taxes, make payment onwards to you for the relevant transaction sum in accordance with these Talent Terms.

Komi’s usage rules for talent 

Please use Komi safely and responsibly, and keeping in mind the safety of Komi's consumer users, following the usage rules for talent below. References to ‘posting’ or ‘post’ below include selling or making available for sale or purchase, communicating (including without limitation by audio-visual material, stream or other media), transmitting, conducting or otherwise making available in any content, services or promotion of them.

Your discounts and promotions

You have the right to operate lawful promotions and discounts in regards to your offering of content and services through Komi to consumers. Where you choose to make a promotion or discount available, please be aware that it is your responsibility to ensure that the promotion or discount is in full compliance with all applicable laws and industry codes of good practice. You must make clear in your posts, marketing and promotion of your discounts and promotions that the discount or promotion is offered by you. 

From time to time in our discretion, we may assist you with driving audience and consumer engagement to your Komi Talent account and your content or services such as (whether specifically or as part of our holistic efforts for promoting Komi) by operating and offering to consumers on your behalf certain limited promotional offers, free copies or access, price discounting and/or similar activities which may involve your Komi Talent account and/or your content and services. You authorise us to do the foregoing and you also acknowledge and agree that no payments will be due to you (for example, without limitation, where a promotion involves free-of-charge access to consumers).

Cancellations, charge-backs and refunds 

Where a cancellation, charge-back or refund applies regarding a purchase a consumer made regarding your content or services made available through Komi in accordance with applicable law and/or the User Terms, the relevant sum will be deducted from sums we would otherwise owe you under these Talent Terms. In the event neither of the above are possible, you shall remain directly liable to pay to us the shortfall arising from cancellations, charge-backs or refunds that arise for any cause.

Notwithstanding anything to the contrary, we shall have the right to (and you irrevocably authorise us on your behalf to) in our discretion cancel purchases, process refunds, rescind or reject transactions or to otherwise exercise our discretion over accepting or rejecting refunds.

Off-platform actions

You agree that you will obtain our prior written (including email) consent (not to be unreasonably withheld or delayed by us) before taking any materials, assets or content from Komi, or which is released, made available or communicated in Komi (including content you submit into Komi as part of your content and services offering to consumers), outside of Komi (such as reposting the same of your (paid-for by consumers) content on third party services).

In regards to the licences Komi grants you under these Terms, such licences apply only to use within Komi and use outside of Komi is prohibited unless expressly set out to the contrary.

Your right to use Komi 

We grant you a limited, non-transferable, revocable, non-exclusive licence to use: (i) Komi for your use as a Komi talent (including our website and the apps we make available), including for the purposes of fulfilling your obligations and exercising your rights hereunder; and (ii) ‘Komi’ branding and intellectual property rights we make available in our discretion, including our logo and/or trade marks (subject in all cases to the usage restrictions under these Talent Terms). The foregoing licence includes the rights (through Komi in each case) for you to transact for, fulfil, market and promote the availability of your content and services in Komi for consumers to purchase and access.

You are granted a limited, non-transferable, revocable, non-exclusive licence to use Komi consumers’ user-generated content (such as consumers’ messages and reviews) we make available to you through Komi, for the purposes of fulfilling your obligations under these Talent Terms. 

From time to time we may provide you with certain promotional materials and assets which we identify as being for use by you for the promotion of the availability to consumers of your Komi Talent account (and the content, subscriptions and/or services you make available in Komi) through your personal social media accounts, websites and blogs. In regards to such materials and assets, we grant you a limited, revocable, non-transferable, non-exclusive licence to use them for those purposes only. We may require that you cease using them and/or remove them from your social media accounts, websites and/or blogs at our discretion on written notice to you.   

Our rights to use your content

When you create a Komi Talent account, you are appointing us as your vendor. You retain ownership of the content you submit into Komi. However, we do need you to grant us a licence, as follows, so that we are able to use your works, content and intellectual property rights in accordance with these Talent Terms. 

You grant us an exclusive, irrevocable, worldwide, royalty-free right and licence to use content, assets and materials (of any kind or nature including without limitation copy, audio, audio-visual materials) that you submit into Komi, such as through your posts, messages and through your offerings to consumers of your content, subscriptions and services (and your fulfilment and promotion of them), but only for the following permitted purposes:

The foregoing licence that you grant to us survives termination or expiry of these Talent Terms.

Our warranties to you and our liability 

We warrant to you that:

Aside from the above, we provide Komi and its services to you “as is”; meaning that we make no other representations, warranties or guarantees to you and that, to the maximum extent not prohibited by applicable law, we exclude any and all implied warranties, representations or guarantees. We do not limit our liability for personal injury or death caused by our negligence, or for our fraud or our fraudulent representation. 

Except where otherwise expressly provided by these Talent Terms, and to the maximum extent permitted by law:

Your warranties to us

You warrant, represent and undertake to us that:

Indemnity

You indemnify us, and our directors, staff, suppliers, licensors and group companies, from any and all liabilities, penalties, losses and costs (including without limitation legal and professional expenses) that arise from any of the following:

In such instances, we shall have the right to control the legal defence of any third party claim or regulatory investigation and you shall provide us with all assistance we request, acting reasonably.

Non-solicitation

You shall not, without our prior written consent, at any date within the period commencing from your creation of an Talent Account up to the date which is six (6) months from the termination or expiry of these Talent Terms for any cause, solicit or entice away (or attempt to) from Komi to any alternative platform or service that a reasonable business person would regard as a competitor to Komi, either of:

  1. Any consumer users of Komi; or

  2. Any Komi Talent account holders.

Failure to comply with the foregoing can, without limitation, result in us suspending or terminating your Komi Talent account and, additionally, we would reserve our right to seek damages or other remedies.

Data protection and data ownership

We process your personal data, and that of Komi consumer users, in accordance with our Komi Privacy and Cookie Policy https://komiapp.co/privacy-policy

We do not share the personal data of Komi consumer users with Komi talent. However, we may from time to time provide you with anonymised usage reports at our discretion.

For the purposes of these Talent Terms and the exercise of duties and obligations hereunder by you and us, we both acknowledge and agree that neither of us acts as a data processor of personal data on behalf of the other (as ‘data processor’ and ‘personal data’ are defined in the EU General Data Protection Regulation 2016/679). Both parties instead act as independent controllers only, at all times for the purposes of these Talent Terms.

In regards to any intellectual property rights in Komi consumer user data and databases (including without limitation copyrights, database rights and any other intellectual property rights of any kind or nature or equivalent rights in any territory), such rights vest solely in us and are expressly reserved by us. On termination of these Talent Terms for any cause, you will not be entitled to receive a copy of or access to any Komi user data or databases (regardless of whether such data or databases include personal data). 

Confidentiality

In the course of our working relationship with you, we may disclose to you (but without obligation to do so) certain information which is of a proprietary and/or confidential nature, such as regarding our business affairs, pre-release marketing materials, marketing plans, suppliers, business partners, viewing figures, engagement figures or other of our confidential and/or proprietary information. All such information, whether marked confidential or not and regardless of the medium through which it is provided, must be held in strictest confidentiality and not disclosed except: (i) with our prior written approval; (ii) to your professional advisors or staff, to the extent strictly necessary for the purposes of fulfilling your obligations under these Talent Terms or exercising your rights under these Talent Terms (and provided they are made subject to obligations of confidentiality at least as stringent as under these Talent Terms); or (iii) where required by a court or regulator of competent authority (but providing us with advance written notice).

Your rights to end the agreement

You can close your Komi Talent account with us at any time, either by using settings within Komi or by contacting us. However, we may need a reasonable amount of time in order to process your closure request and update Komi.

Being fair to Komi’s consumer users is important to us. If you choose to close your Komi Talent account, there may still be consumers who have purchased previous content from you and who still want to access that content. Closure of your account does not mean we will take down or stop making available the relevant historical content.

Our rights to end the agreement

We may temporarily discontinue making available Komi or any part of it for any reason, including without limitation upgrades, maintenance or service administration reasons at our discretion. Updates we make to Komi do not terminate these Talent Terms. We will try to limit the downtime of the availability of Komi. 

We reserve our right to take any action we deem reasonably necessary against you if you breach these Talent Terms, and that may include, without limitation, terminating these Talent Terms, suspending your Komi Talent account, limiting account access, deleting your Komi Talent account or your posts, materials, content, services or other assets within Komi. However, if what you have done can be put right, we will give you a reasonable opportunity to do so.

We, additionally, have the right to terminate these Talent Terms (in whole or in part) for convenience on notice to you (including without limitation in writing or by email), without penalty.

Termination effects

If these Talent Terms are terminated for any reason (such as if you delete your account, or if we terminate the Talent Terms because of your breach of them or we terminate at-will):

Reserving our rights

We, and our licensors, are the owners of all rights in Komi including without limitation intellectual property rights. Except for licences expressly granted to you under these Talent Terms, no other rights or licences are granted and all of our and our licensors’ other rights are reserved. 

Your equipment, production and music licensing

You are responsible for your own devices, equipment, production of assets and content, overheads, development costs, hardware costs, internet connection costs and other costs regarding any content, subscriptions and services you provide as part of being able to fulfil your obligations and exercise your rights hereunder.

In no event shall we be responsible for paying royalties to you or any third party or collection society regarding third party intellectual property rights in any content you choose to input into Komi, including without limitation music you feature in your content. Clearance and licensing arrangements for music utilised in any and all content, assets and materials you provide to us or make available through Komi is solely your responsibility. You indemnify us from all costs, liabilities and expenses we incur from your breach of the foregoing.

Komi subscriptions

We may make available functionality in Komi that permits you to operate subscriptions with your audience, for example for them to subscribe to access content and/or services from your Komi Talent account that you choose to make available to them in exchange for their paid-for, recurring subscription. You acknowledge and agree that:

Your interactions with Komi consumer users

In all of your interactions with Komi consumer users you must comply with these Talent Terms and any relevant provisions of the User Terms. Similarly, we include protections and restrictions in the User Terms regarding how Komi consumer users are required to interact with you. However, to the maximum extent permissible by law, we are not responsible for Komi consumer user-generated content (and we do not moderate content from Komi consumer users), including without limitation messages, images, audio, videos, video streams or similar content Komi consumer users may provide to you. If you believe a Komi consumer user has breached the User Terms, you must notify us immediately.

Application store terms

For our Komi mobile / tablet applications (including iOS and, where we make it available, Android or other platform versions), the application stores (such as Apple App Store and Google Play) (each a “store”) require us to let you know that:

Komi Talent Addendum

We appreciate that what you do may be unique and we may need to agree some further, more tailored terms between us. For those purposes, we may agree a separate Komi Talent Addendum with you in writing (including email), to set out any special terms that are needed. To the extent of any conflict or ambiguity between these Talent Terms and the Komi Talent Addendum, the Komi Talent Addendum prevails.   

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