This Komi Talent Terms Addendum (“Addendum”) is supplementary, entered into under, governed by and subject to our Talent Terms (being the latest version thereof, available at komi.io/talent-terms.pdf), between you, the Talent, and us, Komi App Limited (Komi). Terms used but not defined herein, are as defined in the Komi Talent Terms.
We also recommend you read our Brand Terms which can be found at https://komi.io/legals/komi-brand-terms to understand how any Companies you may work with will use the Komi platform however the Brand Terms constitute an agreement between Komi and the relevant Brand, the Talent will not be a party to them, and they do not govern or form part of the agreement between Komi and the Talent.
Komi App Limited (“Komi”,“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].
You are the Talent (“Talent”, “Creator”, “Influencer”, “You”) whose specific details may be reflected in a separate contract. Together we will refer to both Komi and You as the Parties (“Parties”).
References to the “Company”, “Brand” or “Business” mean a third party that enters into a separate contract with Komi for the provision of Influencer Services.
We facilitate providing a variety of influencer marketing and influencer services (“Services”) via our web platform (“Platform”) to Companies to assist Companies in identifying Creators and purchasing various marketing services directly from them.
5.1: Place of provision of services: The Talent will provide their services in the place indicated by the Company.
5.2: Facilities and media: The Talent has adequate and sufficient material means to create content, defined as any content created or posted to Komi or any third party site by the Talent as part of Services provided to Komi. Therefore, they will be solely responsible for:
5.3. Working time: The Talent will not be an employee of Komi, and will therefore not have a pre-established work schedule. However, the Talent agrees to organize themself and dedicate the necessary time to complete the work outlined in this Contract.
5.4: Working relationship: Any services will be provided by The Talent as an independent professional, in a non-labor relationship. The Collaborator will not be an employee of the Komi at any time.
5.5: Delivery of influencer services: The Talent agrees to make best efforts to deliver such content and other deliverables as are agreed between the Talent and KOMI.
6.1: Content must be new: Any content posted by The Talent must be new and unpublished. Images or videos used by The Talent in the past are not valid.
6.2 Compliance with Company Agreements: The Talent agrees to fully adhere to the terms of any separate agreements entered into with Komi. The Talent acknowledges and understands that any failure to comply with such agreements will result in the termination of both the specific agreement and this overarching Agreement.
6.3: Alterations: The Talent agrees to modify any deliverables specified in separate agreements with Komi if they do not meet the established requirements or if they are deemed to potentially harm a Company’s reputation. Such alterations will be made to ensure compliance with the Company's standards and to uphold the integrity of the Company’s brand.
6.4: Compliance with local laws: The Talent agrees that any Services, Content and deliverables provided by the Talent will comply with all applicable laws and regulations including without limitation the UK Non-broadcast Advertising and Direct Promotional Marketing Code (“CAP Code”); Consumer Rights Act 2015; Consumer Protection from Unfair Trading Regulations 2008 (“CPUT Regulations”); Direct Marketing Association code of conduct ; Gambling Act 2005; UK GDPR and Data Protection Act 2018; Electronic Commerce (EC Directive) Regulations 2002; the EU Digital Services Act; the UK Online Safety Act 2023; the Equality Act 2010; U.S. sweepstakes and lottery laws; and the U.S. Federal Trade Commission’s Guides Concerning Use of Endorsements and Testimonials in Advertising.
6.5: Your suitability for any services rendered: The Talent acknowledges that they have proven experience in the activity covered by any separate agreements with Komi and states that they do not subcontract third parties, in whole or in part, for the activity they perform. The Talent has the necessary qualifications and training, the production infrastructure, and the equipment needed to develop their professional and economic activity. The Talent will be solely responsible for the use, conservation, and custody of their work instruments
6.6 Integrity of Service Delivery: The Talent agrees not to engage in or facilitate any activities that may manipulate or alter the results of any services provided to Komi. This includes, but is not limited to, the prohibited use of automated systems such as bots, click farms, or any other artificial means intended to inflate or distort metrics.
6.7 Accuracy of Represented Performance: The Talent agrees to accurately represent their past performance data and not to engage in or facilitate activities that could artificially enhance their appeal to Companies on the Komi platform. This includes, but is not limited to, avoiding the purchase of followers, engagement, or any other practices that may mislead companies about the Talent's true level of organic engagement or influence.
7.1 Enforcement Obligations:
Komi commits to enforcing the Terms of Service (ToS) agreed upon separately with Talent and Companies. Komi’s obligation is to ensure that each party adheres to their respective ToS.
7.2 Talent Terms of Service Enforcement:
7.3 Brand Terms of Service Enforcement:
8.1 Verification of Services: Komi reserves the right to require satisfactory proof of completed services before releasing any payments on behalf of Brands.
8.2 Dispute Resolution: In the event of a dispute concerning the completion or quality of services rendered by the Talent to Komi, Komi will use reasonable efforts to resolve the dispute in accordance with the Terms of Service between the Talent and Komi.
8.3 Talent Tax Obligations: The Talent is solely responsible for all tax liabilities arising from payments received under this Agreement and for complying with all applicable tax laws and regulations. This includes, but is not limited to, the payment of income tax, social insurance, and any other relevant taxes associated with the receipt of compensation.
8.4 Withholding and Reporting: The Talent acknowledges that Komi is not responsible for withholding or paying any taxes on behalf of the Talent. The Talent agrees to indemnify and hold Komi harmless from any liabilities, claims, costs, or expenses arising from their failure to meet these tax obligations.
8.5 Cooperation: The Talent agrees to provide Komi with any tax forms, documents, or certifications as may be necessary for Komi to satisfy any reporting requirements.
8.6 Advisory: The Talent acknowledges that they are responsible for consulting their own tax advisors regarding their tax obligations and the tax consequences of their contractual relationship with Komi and any Companies.
9.1: Term: This Agreement will come into force whenever The Talent enters into an agreement with a Company and will continue for the term laid out in that agreement unless it is terminated earlier in line with this Agreement.
9.2: Termination for cause: Either party may terminate this Agreement immediately by giving written notice to the other if the other party:
10.1 Non-Agency: Komi is not acting as your agent, principal, or partner. Komi does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any services provided by Talent nor of the integrity, responsibility, or any of the actions or omissions whatsoever of any Talent.
10.2 Contractual Relationships: To the fullest extent permitted by law, Komi shall not be liable (whether in contract, tort (including negligence), breach of statutory duty, under any indemnity or otherwise) for any losses, costs, claims, damages or expenses suffered or incurred by the Talent arising out of or in connection with any ToS or the acts or omissions of any Company
11.1: The Talent agrees to maintain absolute confidentiality regarding the performance of any services they provide to Komi. The Talent will not use such information for their own benefit or for the benefit of any other person or entity, and they will not disclose this information to any person or entity. This obligation of confidentiality binds The Talent indefinitely, even when the provision of services subject to this Contract ceases.
11.2: The Talent agrees not to disseminate any content to which they have access as a result of any collaboration with Komi to any channel, media, journalist, blogger, or any other information intermediary.
11.3: The Talent may not transfer, totally or partially, temporarily or definitively, the rights and obligations derived from this Contract, nor may they partially or totally execute the services contracted by a third party or legal entity. An offense to the foregoing will be cause for termination of this Contract, without need for judicial declaration.
11.4: The Talent shall ensure the security of the data and information made available to them by any companies they may contract with via the Komi platform, which includes preventing third parties from accessing said information, storing it, reproducing it by any means, or making it public, except when required by current legislation or court order.
12.1: Company Materials: All materials, including data, images, and content provided by any company you may do business with via the Komi platform ("Company Materials"), will remain the exclusive property of The Company. The Talent acknowledges that no ownership of Company Materials is transferred by virtue of this Agreement, and any use of Company Materials by The Talent will be done only with The Companies express permission and in accordance with the terms of this Agreement.
12.2: Our IP: We own, and will continue to own, all intellectual property rights relating to the Platform, API, Templates and Billing, and any new or amended versions we may develop. In addition, we also own all suggestions, ideas, enhancement requests, feedback, recommendations or other information you provide us relating to the Platform and Services.