Komi Terms for Talent

Last updated: 15th September 2022

Welcome to Komi

These terms (“Talent Terms”), and the documents we refer to in them, apply to your use of Komi  and to transactions made through Komi, including our website and your Komi Talent page (“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, ‘bundles’ and services you make available through Komi) is made available to other users of Komi (“Fans”).

When you use Komi, and when you create a Talent 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

Your Komi Talent page is the ultimate destination for your Fans, allowing you to aggregate your content, other offerings, and commerce into one place, and build your digital community using Komi’s digital infrastructure. We also provide in-built tools and integration with third party channels to help you monetise your Komi Talent page.

We don’t want to get in your way. When a Fan engages with, or purchases, your content, products, events, experiences (digital or physical), tickets, gift capabilities, subscription or ‘bundle’ offering services, or other materials or services made available through your Komi Talent page by you  (“Talent Services”), their agreement is with you. We act as your Komi Talent page provider, and your vendor for activities such as managing payment from Fans or helping manage their experience.

Your Komi Talent account

Before you can begin to make your Talent 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:

  • Be at least 16 years old.
  • If requested by us, provide information about the type of Talent Services you intend to offer to Fans through Komi.
  • Provide us with any other accurate information that we might reasonably request in writing from you, such as during the Komi Talent account setup process, so that we can understand your skills and experience and check that we think the Komi Talent community is the right place for you and your Talent Services.

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 Talent Services you make available to Fans are what you intend and are appropriate for Komi. You are also responsible for all activities occurring under your Komi Talent account, and the acts or omissions of any person you have permitted or authorised to operate your Komi Talent account.

When you register for your Komi Talent account, you will be assigned your Komi Talent page web address. Komi reserves the right to amend your Komi Talent page web address at any time, at its sole discretion.

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 Fans).

Your relationship with Komi Fans

All your interactions and transactions with Komi Fans are between you and the Fan directly on the terms you choose to implement between you and the relevant Fan, including any licences to the intellectual property in any of the Talent Services. You are therefore responsible for complying with any obligations to which you are subject under applicable law in respect of such terms, including all applicable consumer and privacy regulation and legislation.

Whilst we do facilitate your interactions and transactions through Komi, and do carry out certain limited functions accordingly (such as acting as a payment intermediary and hosting content) we are not a party to any agreement between you and the Komi Fan.

We are not responsible for, and (to the fullest extent permissible under law) we disclaim, any and all liability (howsoever arising), that any Fan or Komi Talent may incur or suffer from the interactions, transactions and/or purchases made under, or further to, your agreement with Fans in connection with Talent Services posted on Komi.

How payments through Komi work

  • You can make your chosen Talent Services available through Komi, using the tools and functionality we make available to you through our infrastructure (which may vary from time to time in our discretion).
  • When a Fan purchases Talent Services from you using Komi tools and/or functionality, we will act as your vendor with handling, managing and concluding the Fan’s purchase and experience, though we will not take responsibility for order fulfilment. We may also help with payment-related issues such as suspected fraud, cancellations / chargebacks and helping to resolve disputes with customers.
  • To maintain the quality and integrity of Komi, we reserve the right to reject to process (or to cancel, if processing has already happened) any purchases made through Komi that appear to us to be mistakes, exploitative, in breach of these Talent Terms or illegal. If we do so, we will refund the Fan on your behalf and reserve the right to recoup that sum from you at our discretion.
  • We may not pay you any relevant fees for a transaction otherwise due to you where a refund, or similar, is processed by us in accordance with these Talent Terms. For the avoidance of doubt, where a refund or similar occurs after the relevant sum is paid to you, we will then have the right to recoup that sum from you at our discretion.
  • We require that Fans pay in full when making their purchase for any transaction through Komi. We (and/or our elected payment processor vendor) will hold these funds until you have completed the relevant Talent Service. After that date, reasonably promptly, we will make the funds available to you, subject to the terms of these Talent Terms, for payment to your elected bank account. We are able to arrange such payments by electronic bank transfers only, unless otherwise agreed in writing by us.
  • At our discretion and taking account of the nature of transactions relevant to your Komi Talent account, we may either make such payments to you on an ad hoc basis or on a recurring, date-specific basis.
  • We know you want to be paid quickly; please bear with us as, before paying you for the transaction, we may need to deduct applicable: (i) taxes, (ii) processing fees, (iii) fees charged by third party partners, and/or (iv) other reasonable costs. In some cases, payment to you may take longer if we suspect, and need to investigate, whether a transaction is in error or is fraudulent or if it is subject to an ongoing complaint.
  • If, because of the processing of refunds, cancellations or otherwise because of the processing of deductions from or liabilities regarding your Komi Talent account, you may owe us a correction payment. If that is the case, we reserve the right to determine when such correction payment is reasonable to charge, and recover the correction payment from future payments we would have otherwise made to you. We also reserve the right to require either: (i) that you make direct payment to the relevant Fans (such as of the refund); or (ii) that you pay such relevant correction payment amounts back to us.
  • Payment by a Fan to us satisfies their obligation to pay you for the Talent Services relevant to the transaction.
  • You are responsible for your own tax and tax reporting (including without limitation national insurance payments, income tax, corporation tax, VAT, or similar or equivalent in every relevant jurisdiction), such as in respect of income you receive from transactions relating to Komi and purchases by Fans in accordance with these Talent Terms.

What you pay to Komi

We want to provide you with certainty over what our fees are. These consist of:

  • the “Komi Subscription Fee”: unless otherwise specified, Komi charges a Komi Subscription Fee of $10 a month (or your local currency equivalent) for access to your Komi Talent account. The Komi Subscription Fee may vary based on your location and national currency and your account pricing will be clearly shown during your sign up and in your account settings. Komi reserves the right to update the Komi Platform Fee from time to time; and
  • the “Komi Service Fee”: Komi charges an 18.65% service fee for each transaction made using Komi tools and/or functionality. The Komi Service Fee is made up of a 15% commission fee, plus a 3.65% payment processing fee, and these rates may be updated from time to time.

The Komi Service Fee is deducted from the sum paid to you by the Fan, which we collect on your behalf. From such sum, we deduct any applicable: (i) taxes, (ii) processing fees, (iii) fees charged by third party partners, and/or (iv) other reasonable costs , before making onward payment to you in accordance with these Talent Terms.

Gratuity

Komi may provide Fans with an option to provide a gratuity to you. Gratuities are voluntary for Fans and are additional to ordinary purchase prices for Fans. If a Fan 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 of 3.65% (if applicable in the particular circumstance)).

Komi’s usage rules for Talent

Please use Komi safely and responsibly, keeping in mind the safety of Komi's Fans. In particular you must use Komi in accordance with the usage rules for Talent below. We reserve the right to decide at our sole discretion whether particular actions, content or behaviour might breach these usage rules, or the spirit of them.  References to ‘posting’ or ‘post’ below include selling or making available for sale or purchase, communicating (including without limitation by any written communication, audio-visual material, stream or other media), transmitting, conducting or otherwise making available any Talent Services or promotion of them.

  • Do not hold yourself out as acting for us, as having the right to bind us to any legal agreement, or as having authority to speak on our behalf or imply that you are entitled to do so.
  • Except through our Komi functionality that specifically allows for setting out your e-commerce links and references, do not use Komi to promote, market, advertise, endorse, solicit users to, support or feature in any way (including without limitation within your posts) any third party products, platforms or services which compete directly with Komi.
  • Do not offer or promote any regulated content, services or products through Komi including without limitation alcohol, gambling, tobacco products (including e-cigarettes), drugs, chemicals, financial advice or medical advice.
  • Do not post any content or Talent Service in Komi which seeks, or makes any arrangement, to: (i) meet any person privately in person, or (ii) set up a live or interactive experience online with any person under the age of 18 without the presence and supervision of such person's parent or guardian.
  • Do not impersonate or attempt to impersonate any other persons or organisations whilst using Komi, including without limitation in your posts.
  • A Komi Talent account is only for Talent to connect with their Fans, do not create a Talent account in order to build a fan page or similar page dedicated to a particular Talent or category of Talent.
  • Do not hold yourself out (including by using language or imagery) as having an affiliation or connection with other Talent unless authorised to do so by such other Talent.
  • Do not post in Komi, or use or attempt to use in Komi, any Talent Services, which infringe the rights of any third party (including without limitation their intellectual property rights or privacy rights).
  • Do not conduct yourself in a manner which, or post to Komi any Talent Services or content which might call Komi, Komi App Ltd, or any of our affiliates into disrepute.
  • Do not post in Komi any Talent Services which are, or which promote other material which is, pornographic, sexual or sexually explicit, offensive, immoral, discriminatory, illegal (under the laws of England and Wales and the territory in which you are located), defamatory, threatening, violent or otherwise intended to harm or harass others. 
  • Do not post in Komi any Talent Services which are homophobic, abusive, hateful, seditious, encourage violation of these Talent Terms, involve unsolicited marketing or SPAM, or which are technically harmful or may be technically harmful such as viruses, logic bombs, harmful data or any other malicious software or process.
  • Do not sell, copy, loan, rent, scrape, index, crawl, data mine, publish, modify, adapt or reproduce any part of Komi.
  • Do not attempt to gain unauthorised access to or to disrupt Komi or any part of it or content within Komi, circumvent security measures, interfere with or damage any part of Komi or content within Komi or our systems, devices or servers.
  • Do not (or attempt to) hack, mimic, disable or obscure Komi software or content in Komi, or merge, disassemble, decompile or reverse-engineer Komi software or content.
  • You must only use Komi for lawful purposes (under the laws of England and Wales and the territory in which you are located). Do not use or attempt to use Komi in any way that breaches any national, local or international law or regulation. You are responsible for ensuring that your use of Komi and all of your posts, actions, activities, Talent Services, interactions and technologies placed (such as, without limitation, cookies or tracking pixels) through or in connection with your Komi Talent account are in full compliance with applicable law.
  • You must conduct yourself in a reasonably professional manner at all times and in such a way as to avoid reputational harm to us or the Komi infrastructure.
  • From time to time we may make additional community, safety and security rules and guidelines available to you through Komi. This may include guidelines for the whole Komi community, or which apply specifically to Komi Talent account holders. Where we do so, you must read and comply with them.

Cancellations, charge-backs and refunds

Where a cancellation, charge-back or refund applies regarding a purchase a Fan makes regarding your Talent 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 this is not 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-Komi actions

You agree that you will obtain our prior written (including email) consent (not to be unreasonably withheld or delayed by us) before making any Talent Services, including materials, assets or content which is released, made available or communicated in Komi for a fee (including content you submit into Komi as part of your Talent Services offering to fans), available for free or for a lower fee, outside of Komi.

With 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.

In accordance with the licence granted to us under ‘Our rights to use your content’ below, Komi may use alternative distribution channels or affiliate programmes such as: campaigns on social media, television, radio, print or other 'out of home' advertising, advertisements placed on search engines, incentivised referral campaigns and email marketing, in order to promote and market Komi, including without limitation the availability of your content and/or services through Komi.

Your right to use Komi

We grant you a limited, non-transferable, revocable, non-exclusive, non-sublicensable 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 at 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  for you to transact for, fulfil, market and promote the availability of your Talent Services in Komi for Fans to purchase and access.

You are granted a limited, non-transferable, revocable, non-exclusive, non-sublicensable licence to use Komi Fans’ user-generated content (such as Fans’ 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 Fans of your Komi Talent account (and the Talent 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, non-sublicensable 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 assets and materials related to your Talent Services that 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, sub-licensable, royalty-free right and licence to use content, assets and materials related to your Talent Services (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 Fans of your Talent Services (and your fulfilment and promotion of them), but only for the following permitted purposes:

  • To provide Komi, its content and services and fulfil relevant transactions and in order for us to exercise and fulfil our rights, duties and obligations under these Talent Terms and under the User Terms; and
  • To promote and market Komi, including without limitation the availability of your content and/or Talent Services through Komi.

The foregoing licence that you grant to us survives termination or expiry of these Talent Terms and does not affect your ownership of your intellectual property rights. The foregoing licence means that Komi is entitled to use your intellectual property rights as it wishes but only in connection with the permitted purposes listed above.

Our warranties to you and our liability

We warrant to you that:

  • We are entitled to enter into these Talent Terms and fulfil our obligations under them;
  • We have and will have all necessary rights and licences to be able to grant the rights and licences we grant to you under these Talent Terms; and
  • Our services to you, in relation to Komi, will be provided with reasonable care and skill.

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:

  • We do not accept any liability for any unforeseeable, indirect or consequential losses or costs (including without limitation loss of opportunities, potential savings, profits, revenues, customers, sponsors, damage to reputation or losses of data);
  • We do not accept any liability or responsibility for any third party links or integrations you choose to add to your Komi Talent page (including for transactions made by Fans using third party links you have incorporated onto your Komi talent page); and
  • To the maximum extent permitted by law, our liability to you shall not exceed the greater of the following sums: (i) £500; or (ii) the total amount you paid to us in Komi Service Fees (for the avoidance of doubt, less (i) taxes, (ii) processing fees, (iii) fees charged by third party partners, and/or (iv) other reasonable costs) in the preceding 12 months prior to the relevant date of liability first incurring.

Your warranties to us

You warrant, represent and undertake to us that:

  • You are entitled to, and have all necessary rights to, enter into these Talent Terms and perform your obligations and grant all necessary rights that you grant hereunder.
  • You will abide at all times with these Talent Terms and also with the User Terms (to the extent the User Terms are relevant to your performance, duties and obligations).
  • You will abide at all times by all applicable laws (under the laws of England and Wales and also of the territory in which you are located) including, without limitation, laws relating to privacy, eprivacy and the protection of personal data.
  • Your Talent Services made available through Komi to Fans will be for recreational and leisure services only and you will not hold out your Talent Services as being for other purposes, including without limitation as being medical advice, financial advice or advice on which any Fan should place reliance.
  • Your Talent Services made available through Komi to Fans will be appropriate, lawful and original works that you have created.
  • Your Talent Services made available through Komi to Fans will be of the category that you disclosed to us in your Komi Talent account creation process (as may be amended with our written consent).
  • Your Talent Services made available through Komi to Fans, and any assets, content and materials you provide to us, will not infringe the rights of any third party (including without limitation their intellectual property rights or privacy rights).
  • You will exercise all reasonable care and skill in providing your Talent Services through Komi to Fans.
  • You have all necessary skills, experience and qualifications (including without limitation those you set out in any content or descriptions you provide in Komi to Fans) for the purposes of the Talent Services you provide to Fans.
  • Without prejudice to the above, you will provide your Talent Services in such a manner so that all commitments provided to Fans in the User Terms are met.

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:

  • Your breach of these Talent Terms (including without limitation the warranties you grant to us in these Talent Terms and the commitments you make to us regarding our confidential and/or proprietary information);
  • Your use of Komi in any illegal (according to laws of England and Wales as well as the territory in which you are located) way, such as if you use Komi to access, share or post illegal Talent Services or promote them; and
  • Third party claims against us (such as for, without limitation, infringement of intellectual property or privacy rights), arising from your use of Komi such as, without limitation, Talent Services you make available through Komi or technologies you place on Fan devices via your Komi Talent Account such as tracking pixels or cookies. You also indemnify us from third party claims against us arising from your failure to fulfil your obligations to Komi Fans.

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 Fan; 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 Fans, in accordance with our Komi Privacy and Cookie Policy https://komi.io/privacy-policy, as we may update from time to time.

At our discretion, we may provide you access to certain personal data of Fans to the extent this is necessary for you to provide them with the Talent Services they have purchased. Otherwise, we do not share the personal data of Komi Fans with Komi Talent under these Talent Terms. However, we may from time to time provide you with usage reports at our discretion which may contain the following categories of information (in aggregated and/or anonymised format, and which do not therefore constitute personal data):

  1. details relating to the level of engagement with your Komi profile or your Talent Services;
  2. details relating to the revenue generated by your Komi profile or your Talent Services, for example through subscriptions, bundles or gratuities;
  3. details relating to the number of shares between users of the Talent Services or your Komi profile; and
  4. statistics relating to the location, gender and age ranges of your Fans on Komi.    

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 processor of personal data on behalf of the other. Both parties instead act as independent controllers only, at all times for the purposes of these Talent Terms. You will comply with your obligations under applicable data protection legislation and reasonably cooperate with us to assist us to comply with our obligations under applicable data protection legislation. In these Talent Terms ‘controller’, ‘processor’ and ‘personal data’ are defined in the EU General Data Protection Regulation 2016/679 as it forms part of the laws of England, Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Agreement 2018 (“GDPR”), and “data protection legislation” means the GDPR, ePrivacy regulations (including PECR) and other applicable legislation relating to privacy and the protection of personal data in a relevant jurisdiction.

We may, in certain situations, permit you to place technologies (such as tracking pixels or cookies) so that you can collect information from Komi Fans. You agree that you are solely responsible for such technologies and their data collection and will only place them in accordance with applicable data protection legislation, including by complying with any obligations imposed by such legislation relating to obtaining individuals' consent.  

In regards to any intellectual property rights in Komi Fan 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 Fan 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 Fans is important to us. If you choose to close your Komi Talent account, there may still be Fans who have purchased Talent Services from you and who still want to access those Talent Services. Closure of your account does not mean we will take down or stop making available the relevant historical Talent Services.

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 (including access by Fans to your Talent Services), deleting your Komi Talent account or your posts, materials, content, services or other assets within Komi (each a “Restriction”). 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 (i.e. on any grounds, at our discretion) on notice to you in line with the below (including without limitation in writing or by email), without penalty.

If we intend to terminate your Talent account, we will provide you, where possible, at least 30 days prior to the termination taking effect, with an explanation of such intention and give you the opportunity to clarify the relevant facts and circumstances (unless otherwise not permitted by applicable law). If, following any clarification by you of the relevant facts and circumstances, we decide to revoke the relevant Restriction, we shall do so without undue delay.

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):

  • The rights and licences granted from us to you shall immediately terminate, including without limitation your licence to use Komi or any part of it or our content therein;
  • The rights and licences you grant to us under these Talent Terms will survive and continue unaffected;
  • All other rights and liabilities accrued up to the termination date shall be unaffected (including our obligation to pay you any outstanding, undisputed fees we owe to you regarding purchases by Fans of your Talent Services pursuant to these Talent Terms);  
  • We will, upon your request, delete all information linking you to your Komi account, other than anonymous details relating to bookings and events that have taken place through your account to be able to associate cash flows between accounts and Fans for reporting purposes; and
  • You will have no right to access any information linked to your Komi account.

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 and Talent Services, overheads, development costs, hardware costs, internet connection costs and other costs regarding any Talent 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 Talent Services you choose to input into Komi, including without limitation music you feature in your Talent Services. Clearance and licensing arrangements for music utilised in any and all Talent Services, 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.

Your interactions with Komi Fans

In all of your interactions with Komi Fans 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 Fans are required to interact with you. However, to the maximum extent permissible by law, we are not responsible for Komi Fan user-generated content (and we do not moderate content from Komi Fans), including without limitation messages, images, audio, videos, video streams or similar content Komi Fans may provide to you. If you believe a Komi Fan has breached the User Terms, you must notify us immediately.

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. Any reference to the Talent Terms shall mean both these Talent Terms and any applicable Talent Addendum.

Changes to the Komi Talent Terms

These Talent Terms may be updated from time to time. In such cases, we will provide 15 days’ prior notice of any proposed changes by email or other durable medium (the “Notice Period”) (using the email address you provided to us with when registering Komi), unless:

  • you reasonably require a longer notice period in order to make technical or commercial adaptations to comply with the changes;
  • we are subject to a legal or regulatory obligation which requires us to change these Talent Terms in a manner which does not allow us to respect the Notice Period (and if are permitted by law to notify of you such reasons, we will do so); or
  • we must change these Talent Terms to address an unforeseen and imminent danger related to defending Komi, our Fans or our Talent from fraud, malware, spam, data breaches or other cybersecurity risks (and if are permitted by law to notify of you such reasons, we will do so).

Following notification of any proposed changes, if you are not happy with the changes, you may terminate your Talent account and your agreement (i.e. these Talent Terms) with us either by using settings within Komi or by contacting us.

We will not impose retroactive changes to these Talent Terms, except when they are required to respect a legal or regulatory obligation or when the retroactive changes are beneficial to you (and if we are permitted by law to notify you of such reasons, we will do so).

General

  • These Talent Terms are the entire agreement between you and us in respect of your use of Komi. Any representations not set out in these Talent Terms are superseded and replaced by these Talent Terms.
  • Even if we delay in enforcing our rights, including under these Talent Terms, we still have the right to do so later. Failure to enforce any particular rights or obligations under these Talent Terms does not prejudice our ability to enforce any other rights or obligations under these Talent Terms.
  • Our remedies set out in these Talent Terms, including without limitation regarding suspending or terminating your Komi Talent account, are without limitation to any rights and remedies available to us under these Talent Terms or otherwise at law.
  • We have the right to subcontract, sublicense, assign, novate or otherwise transfer our rights and obligations (in whole or part) under these Talent Terms. For example, without limitation, we may do so if we are acquired or restructured. If this happens, we will notify you.
  • You are not permitted to subcontract, sublicense, assign or otherwise transfer your rights or obligations under these Talent Terms to a third party, unless we agree in writing.
  • You agree that the character of these Talent Terms is unique and of a special value to Komi and that, if you breach the Talent Terms, damages alone may not be a sufficient remedy and that Komi shall additionally have the rights (without bond or security) to equitable remedies including without limitation injunctive relief and other equitable remedies as may be available at law.
  • Without prejudice to the express provisions of these Talent Terms, these Talent Terms do not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce these terms.
  • In the event these Talent Terms or a part of them are held by any court or tribunal of competent authority to be unenforceable, these Talent Terms (or relevant part of them) will be interpreted in such a way that the rest of the terms are unaffected and such unenforceable terms shall be deemed replaced by terms which are amended to the minimum extent possible so as to be enforceable and reflect the parties intentions with full force and effect.
  • These Talent Terms will be governed and construed by the laws of England and Wales.
  • If you have a dispute about these Talent Terms or arising in connection with them, please contact us first to discuss it. The courts of England and Wales shall have exclusive jurisdiction to settle disputes or claims arising from or in connection with these Talent Terms.

Use of Third Party Services

You are also agreeing to the Terms of Service of Komi’s partner services, including: