WGY Creator App Terms of Service

Last Updated: October 16, 2025

Welcome, and thank you for your interest in WGY Creator App ("Community Owner," "we," or "us") and our online community, along with any mobile or other downloadable applications that we make available to enable access to the same (collectively, the "Community"). These Terms of Service are a legally binding contract between you and Community Owner regarding your use of the Community.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY ACCEPTING THESE TERMS, EITHER BY CLICKING "I ACCEPT," OR BY OTHERWISE ACCESSING OR USING THE COMMUNITY, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF AND ACCESS TO THE COMMUNITY, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING COMMUNITY OWNER'S PRIVACY POLICY (COLLECTIVELY, THESE "TERMS") AND THE ADDITIONAL COMMUNITY TERMS ATTACHED AS EXHIBIT A (THE "ADDITIONAL TERMS") EITHER (A) ON BEHALF OF YOURSELF AS AN INDIVIDUAL, OR (B) IF YOU ARE ACCESSING THE COMMUNITY ON BEHALF OF AN ENTITY, ORGANIZATION, OR COMMUNITY OWNER, ON BEHALF OF SUCH ENTITY, ORGANIZATION OR COMMUNITY OWNER FOR WHICH YOU ACT, AND YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, ORGANIZATION OR COMMUNITY OWNER TO THIS AGREEMENT. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE COMMUNITY. YOUR USE OF THE COMMUNITY, AND COMMUNITY OWNER'S PROVISION OF THE COMMUNITY TO YOU, CONSTITUTES AN AGREEMENT BY COMMUNITY OWNER AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 15 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND COMMUNITY OWNER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

1.
Eligibility. You must be at least 18 years old to join the Community or have the consent of a parent or legal guardian. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old or you are at least 13 years old and have obtained verifiable consent from a parent or legal guardian to join the Community; (b) you have not previously been suspended or removed from the Community; and (c) your registration and your use of the Community is in compliance with any and all applicable laws and regulations.
2.
Accounts and Registration. To access most features of the Community, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at support@wegotyouagency.com or by using the mechanisms made available by Community Owner.
3.
LICENSES
3.1.
Limited License. Subject to your complete and ongoing compliance with these Terms, Community Owner grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use any mobile or other downloadable application provided to you by Community Owner and associated with the Community on a mobile device that you own or control; and (b) access and use the Community.
3.2.
License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the software powering the Community; (b) make modifications to the software powering the Community; or (c) interfere with or circumvent any feature of the Community, including any security or access control mechanism. If you are prohibited under applicable law from using the Community, then you may not use it.
3.3.
Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Community (“Submissions”), then you hereby grant Community Owner and its Service Provider (defined in Section 16.1 below) an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Submissions in any manner and for any purpose, including to improve the Community and create other products and services. We will have no obligation to provide you with attribution for any Submissions you provide to us.
4.
Ownership; Proprietary Rights. The Community is managed by Community Owner using a platform made available by Service Provider. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Community provided by Community Owner or Service Provider ("Materials") are protected by intellectual property and other laws. All Materials included in the Community are the property of Community Owner or its third-party licensors (including Service Provider). Except as expressly authorized by Community Owner, you may not make use of the Materials. There are no implied licenses in these Terms and Community Owner and Service Provider reserve all rights to the Materials not granted expressly in these Terms.
5.
THIRD-PARTY TERMS
5.1.
Third-Party Services. Community Owner may provide tools through the Community that enable integration with third-party platforms, add-ons, services, or products not provided by Community Owner ("Third-Party Services"). If you direct us to transmit data to, or receive data from, a Third-Party Service on your behalf (including by enabling the applicable integration in the settings of the Community), then you authorize us and Service Provider to collect, access, use, derive, disclose, generate, transfer, transmit, store, host, or otherwise process ("Process") any such data, including User Content (defined in 6.1 below), in connection with the applicable integration, in a manner consistent with the functionality of the Community requested by you and the permissions granted to Community Owner by the relevant integration (which Processing may include, without limitation, performing queries on the data held by the Third-Party Service). You acknowledge and agree that your use of a Third-Party Service is subject to your agreement with the relevant provider of such Third-Party Service, and that Community Owner and Service Provider are not a party to such agreement. Community Owner and Service Provider do not control and have no liability for Third-Party Services, including their security, functionality, operation, availability, or interoperability with the Community or how the Third-Party Services or their providers use User Content. All data received from Third-Party Services on behalf of you as described herein will be deemed User Content under these Terms.
5.2.
Third-Party Software. The Community may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components ("Third-Party Components"). Although the Community is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
6.
USER CONDUCT
6.1.
User Content Generally. Certain features of the Community may permit users to submit, upload, publish, broadcast, or otherwise transmit ("Post") content to the Community, including messages, reviews, photos, video or audio (including sound or voice recordings and musical recordings embodied in the video or audio), images, folders, data, text, and any other works of authorship or other works ("User Content"). You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Community, subject to the licenses granted in these Terms.
6.2.
Limited License Grant to Community Owner. By Posting User Content to or via the Community, you grant Community Owner and Service Provider a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and distribute your User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed. All of the rights you grant in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of external services will not have any separate liability to you or any other third party for User Content Posted or otherwise used on external services via the Community. You agree to pay all monies owing to any person or entity resulting from Posting your User Content and from Community Owner's or Service Provider's exercise of the license set forth in this Section.
6.3.

You Must Have Rights to the Content You Post; User Content Representations and Warranties. You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content including in all ambient music and underlying musical works embodied in any sound recording. Community Owner disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Community. By providing User Content via the Community, you affirm, represent, and warrant to us that:

(a)
you are the Community Owner and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Community Owner and users of the Community to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Community Owner, Service Provider, the Community, and these Terms;
(b)
your User Content, and the Posting or other use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Community Owner or Service Provider to violate any law or regulation or require Community Owner or Service Provider to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and
(c)
your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
6.4.
User Content Disclaimer. Community Owner and Service Provider are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. Community Owner or Service Provider may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Community, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Community Owner or Service Provider with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, Community Owner may (or may permit Service Provider to) investigate the allegation and determine whether to remove the User Content, which Community Owner and Service Provider reserve the right to do at any time, without notice, and for any reason. For clarity, Community Owner does not permit infringing activities on the Community.
6.5.
Monitoring Content. Community Owner and Service Provider do not control and do not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Community by its users. You acknowledge and agree that Community Owner and Service Provider reserve the right to, and may from time to time, monitor any and all information transmitted or received through the Community for operational and other purposes. If at any time Community Owner or Service Provider choose to monitor the content, then Community Owner and Service Provider still assume no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with Community Owner's Privacy Policy. Community Owner and Service Provider may block, filter, mute, remove or disable access to any User Content uploaded to or transmitted through the Community without any liability to the user who Posted such User Content to the Community or to any other users of the Community.
6.6.
Child Sexual Abuse and Exploitation. Community Owner and Service Provider prohibit any sexual content or suggestive content, and predatory or inappropriate behavior involving minors (i.e. users under 18 years old) or someone who appears to be a minor. This includes sharing, offering, or asking for child exploitation content, including child sexual abuse material (CSAM). If you are unsure about a piece of content involving a minor, do not share it. To report sexual, suggestive, or inappropriate behavior minors, you can use the in-line report feature on the website or app. When child sexual exploitation content is identified, the violative content is removed as soon as possible and the related account is banned. If Community Owner and Service Provider confirm the presence of CSAM, we take the steps required by law to preserve and refer the relevant content to appropriate authorities. In the United States, federal law requires that U.S.-based electronic service providers report instances of apparent CSAM to the National Center for Missing and Exploited Children (NCMEC). NCMEC coordinates reports with global law enforcement agencies in over 120 countries through its partner organization, the International Center for Missing and Exploited Children.
7.
COMMUNICATIONS
7.1.
Push Notifications. When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app. You can turn off notifications by visiting your mobile device's "settings" page.
7.2.
In-App Notifications. When you install our app on your mobile device, we may send you in-app notifications. You can turn off notifications in the app's "settings" page.
7.3.
Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself. Even if you opt out of receiving promotional messages from us, you will continue to receive administrative messages from us.
8.

PROHIBITED CONDUCT. BY USING THE COMMUNITY, YOU AGREE NOT TO:

8.1
use the Community for any illegal purpose or in violation of any local, state, national, or international law;
8.2
harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Community;
8.3
violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
8.4
access, search, or otherwise use any portion of the Community through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Community Owner or Service Provider;
8.5
interfere with security-related features of the Community, including by: (a) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Community except to the extent that the activity is expressly permitted by applicable law;
8.6
interfere with the operation of the Community or any user's enjoyment of the Community, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Community; (c) collecting personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Community;
8.7
perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Community account without permission, or falsifying your age or date of birth;
8.8
sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 4(Ownership; Proprietary Rights)) or any right or ability to view, access, or use any Materials; or
8.9
attempt to do any of the acts described in this Section 8 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 8 (Prohibited Conduct).
9.
INTELLECTUAL PROPERTY RIGHTS PROTECTION
9.1.
Respect of Third Party Rights. Community Owner respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Community to do the same. Infringing activity will not be tolerated on or through the Community.
9.2.
DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended) and the Community is subject to Service Provider's DMCA policy.
10.
Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Community. If you do not agree to the modified Terms, then you should remove your User Content and discontinue your use of the Community. Except as expressly permitted in this Section 10 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.
11.
TERM, TERMINATION, AND MODIFICATION OF THE COMMUNITY
11.1.
Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Community, and ending when terminated as described in Section 11.2 (Termination).
11.2.
Termination. If you violate any provision of these Terms, then your authorization to access the Community and these Terms automatically terminate. In addition, Community Owner may, at its sole discretion, terminate these Terms or your account on the Community, or suspend or terminate your access to the Community, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account at any time by using the mechanism designated in the Community or contacting customer service at support@wegotyouagency.com.
11.3.
Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Community; (b) you will no longer be authorized to access your account or the Community; (c) you must pay Community Owner any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 3.3 (Feedback), 4 (Ownership; Proprietary Rights), 11.3 (Effect of Termination), 12 (Indemnity), 13 (Disclaimers; No Warranties by Community Owner), 14 (Limitation of Liability), 15 (Dispute Resolution and Arbitration), and 16 (Miscellaneous) will survive. You are solely responsible for retaining copies of any User Content you Post to the Community since upon termination of your account, you may lose access rights to any User Content you Posted to the Community. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Community using a different name, email address or other forms of account verification.
11.4.
Modification of the Community. Community Owner reserves the right to modify or discontinue all or any portion of the Community at any time (including by limiting or discontinuing certain features of the Community), temporarily or permanently, without notice to you. Community Owner will have no liability for any change to the Community, including any paid-for functionalities of the Community, or any suspension or termination of your access to or use of the Community. You should retain copies of any User Content you Post to the Community so that you have permanent copies in the event the Community is modified in such a way that you lose access to User Content you Posted to the Community.
12.
Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Community, and you will defend and indemnify Community Owner, its affiliates, and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the "Specified Entities") and Service Provider from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys' fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Community; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
13.
DISCLAIMERS; NO WARRANTIES BY COMMUNITY OWNER
13.1.
THE COMMUNITY AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE COMMUNITY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. COMMUNITY OWNER AND SERVICE PROVIDER DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE COMMUNITY AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE COMMUNITY, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. COMMUNITY OWNER AND ITS SERVICE PROVIDER DO NOT WARRANT THAT THE COMMUNITY OR ANY PORTION OF THE COMMUNITY, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE COMMUNITY, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND COMMUNITY OWNER DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
13.2.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMMUNITY, SPECIFIED ENTITIES, OR SERVICE PROVIDER, OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE COMMUNITY WILL CREATE ANY WARRANTY REGARDING ANY OF THE SPECIFIED ENTITIES OR THE COMMUNITY THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE COMMUNITY AND YOUR DEALING WITH ANY OTHER COMMUNITY USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE COMMUNITY AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE COMMUNITY) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
13.3.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 13 (DISCLAIMERS; NO WARRANTIES BY COMMUNITY OWNER) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Community Owner does not disclaim any warranty or other right that Community Owner is prohibited from disclaiming under applicable law.
14.
LIMITATION OF LIABILITY
14.1.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SPECIFIED ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE COMMUNITY OR ANY MATERIALS OR CONTENT ON THE COMMUNITY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SPECIFIED ENTITY OR SERVICE PROVIDER HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
14.2.
EXCEPT AS PROVIDED IN SECTIONS 15.5 (COMMENCING ARBITRATION) AND 15.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SPECIFIED ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE COMMUNITY OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO COMMUNITY OWNER FOR ACCESS TO AND USE OF THE COMMUNITY IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (B) US$100.
14.3.
WITHOUT LIMITING THE FOREGOING, YOU AND COMMUNITY OWNER AGREE THAT SERVICE PROVIDER IS NOT A PARTY TO THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY LAW, SERVICE PROVIDER WILL HAVE NO LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. YOU AGREE THAT IF YOU BRING A CLAIM AGAINST SERVICE PROVIDER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, SUCH CLAIM IS SUBJECT TO THE DISPUTE RESOLUTION PROCEDURE SET FORTH IN SECTION 15, AND SERVICE PROVIDER WILL BE DEEMED SUBSTITUTED FOR COMMUNITY OWNER THEREUNDER SOLELY FOR THE PURPOSE OF SUCH CLAIM.
14.4.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
15.
DISPUTE RESOLUTION AND ARBITRATION
15.1.

Generally. Except as described in Section 15.2 (Exceptions) and 15.3 (Opt-Out), you and Community Owner agree that every dispute arising in connection with these Terms, the Community, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND COMMUNITY OWNER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

15.2.
Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
15.3.
Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 15 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to WGY Creator App, Attention: Legal Department – Arbitration Opt-Out, support@wegotyouagency.com that specifies: your full legal name, the email address associated with your account on the Community, and a statement that you wish to opt out of arbitration ("Opt-Out Notice"). Once Community Owner receives your Opt-Out Notice, this Section 15 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 16.3 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
15.4.
Arbitrator. This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by the JAMS under the rules applicable to consumer disputes (collectively, "JAMS Rules") as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.com, by calling the JAMS at +1-800-352-5267 or by contacting Community Owner.
15.5.
Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail ("Notice of Arbitration"). Community Owner's address for Notice is: WGY Creator App, support@wegotyouagency.com. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Community Owner may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Community Owner will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Community Owner has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the JAMS Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS.
15.6.
Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the JAMS Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or Community Owner must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
15.7.
Arbitration Relief. Except as provided in Section 15.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Community Owner before an arbitrator was selected, Community Owner will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
15.8.
No Class Actions. YOU AND COMMUNITY OWNER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Community Owner agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
15.9.
Modifications to this Arbitration Provision. If Community Owner makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Community Owner’s address for Notice of Arbitration, in which case your account with Community Owner will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
15.10.
Enforceability. If Section 15.8 (No Class Actions) or the entirety of this Section 15 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Community Owner receives an Opt-Out Notice from you, then the entirety of this Section 15 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 16.3 (Governing Law) will govern any action arising out of or related to these Terms.
16.
MISCELLANEOUS
16.1.
Third-Party Beneficiary. The Community is powered by a technology platform provided by CircleCo, Inc. ("Service Provider"). You and we acknowledge and agree that (a) Service Provider is an intended third-party beneficiary to these Terms, (b) is entitled to rights and benefits hereunder, and (c) may enforce these Terms against you as if it were an original party hereto.
16.2.
General Terms. These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Community Owner regarding your use of the Community. These Terms or any rights under these Terms, may not be assigned either by us or by you in whole or in part, by operation of law or otherwise, without our Service Provider's prior written consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word "including" means "including but not limited to." If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
16.3.
Governing Law. These Terms are governed by the laws of the State of New York without regard to conflict of law principles. You and Community Owner submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Kings County, New York for resolution of any lawsuit or court proceeding permitted under these Terms. Service Provider operates the service that we use to provide the Community from its offices in New York, and we make no representation that Materials included in the Community are appropriate or available for use in other locations.
16.4.
Privacy Policy. You understand and agree to the processing of your personal data in connection with the Community in accordance with Community Owner's Privacy Policy, which is hereby incorporated by reference into Section 16.4 of these Terms.
16.5.
Precedence. In the event of a conflict between the Additional Terms and these Terms these Terms will control.
16.6.
Consent to Electronic Communications. By using the Community, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
16.7.
Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Community or to receive further information regarding use of the Community.
17.
Notice Regarding Apple. This Section 17 (Notice Regarding Apple) only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Community Owner only, not with Apple Inc. ("Apple"), and Apple is not responsible for the Community or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Community. If the Community fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Community. Apple is not responsible for addressing any claims by you or any third party relating to the Community or your possession and/or use of the Community, including: (1) product liability claims; (2) any claim that the Community fails to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Community and/or your possession and use of the Community infringe a third party's intellectual property rights. You agree to comply with any applicable third-party terms when using the Community. Apple and Apple's subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

Exhibit A: Additional Terms

Welcome to The WGY Creator App, operated by WGY Agency. By subscribing to and using our services, you agree to abide by the following terms and conditions. Please read them carefully.

  1. Interpretation

    1. Definitions:

Brand: a client of the Company that supplies Products or services (e.g. events)  in order for the Deliverables and Services of a Campaign to be carried out.

Campaign: promotional work for a Brand.

Campaign Plan: the promotion campaign form produced by the Company in respect of the Services, as agreed between the parties in writing from time to time.

Deliverables: Promotional materials created by the Creator on behalf of the Company and their clients in accordance with the Instructions for a Campaign . 

Effective Date: date the Creator signing up to the subscription membership with the Company.

Exclusivity Requirements: The Creator shall not, without the prior written consent of the Company, provide or seek to provide services similar to the Services for a Brand while a Campaign is in the application stage or during the Live Period of a Campaign.  

Instructions: the specifications and requirements required in the performance of the Services and Deliverables.  

Live Period: the time agreed for the Deliverables to remain shared on a social media platform after publication. 

Media: social media platform on which Deliverables can or have been published. 

Products: material sent to the Creator for the purposes of completing Deliverables. 

Services: the creation of Deliverables, amendment of the Deliverables by an agreed date and the sharing of Deliverables on social media at the date and time specified by the Company. 

Subscription Fee: £25 per calendar month in advance, or as otherwise amended by the Company and notified to the Creator from time to time. 

  1. Term: the subscription period starting from the Effective Date until termination/cancellation as per clause 10.

  1. Background 

    1. The Agreement is between: 

      1. “the Creator” – an individual or company who wishes to sign up for the Subscription with the Company in order to gain access to Campaign opportunities; 

      2. “the Company” – WGY Academy Ltd of Unit 24 Colliery Close, Staveley, Chesterfield, England, S43 3QE, with Companies House number 15212141.

    2. This document describes the terms and conditions (T&Cs) upon which the Creator engages with the Company. 

    3. The Creator enters into an agreement (Agreement) with the Company that incorporates these T&Cs, any applicable Campaign Plan, and any other applicable Company policies (including policies about Creator conduct) that may be in place from time to time when they e-sign the agreement form provided by the Company. 

    4. Upon commencement of and subject to the terms of the Agreement, the Creator will gain immediate and full access to apply to Campaigns that are advertised through the Company’s online portal (Subscription). 

    5. In consideration for the Subscription, the Creator authorises the Company to charge the Subscription Fee to their provided payment method until the Agreement is otherwise terminated.

    6. By entering into the Agreement, the Creator agrees to a minimum term of three months (Minimum Period).

    7. If the Creator is an ‘individual’ within the meaning of the Consumer Credit Act 2006 then they are entitled to a ‘cooling off’ period. A Creator falls within the definition of an ‘individual’ and is thereby entitled to a ‘cooling off’ period, if they are (1) a natural person ( i.e an individual) (2) a partnership consisting of two or three persons not all of whom are bodies corporate or (3) an unincorporated body of persons which does not consist entirely of bodies corporate and is not a partnership. The ‘cooling off’ period will entitle such a Creator to cancel their Subscription and release them from the terms of this agreement, provided such notification is received by the Company within 14 days from when they accept the terms of this Agreement and the Creator has not started to download or access the Company’s online portal as part of the Subscription. In those circumstances, the Creator will still be liable for the Subscription Fees for the Minimum Period. 

    8. If a payment is not successfully processed, the Company is entitled to terminate the Creator’s Subscription and access to the Campaign opportunities if it is not rectified within [3] days of notification by the Company to the Creator. 

  2. Services and Deliverables 

    1. The Creator is not guaranteed acceptance onto a Campaign, and whether or not a Creator will be accepted for a Campaign will be determined at the sole discretion of the Company. The Creator agrees to provide any data, statistics or information requested by the Company to assist in the assessment of their suitability for the Campaign. 

    2. In the event the Creator is accepted for a Campaign, upon the Company’s request, the Creator shall create the Deliverables and submit them to the Company for approval before publication (Draft Deliverables). The Creator commits to completing and delivering all agreed-upon Draft Deliverables as specified in the Instructions, including within any timescales. If the Creator fails to supply the Draft Deliverables in accordance with the Instructions or within the specified timescales, the Company reserves the right to remove the Creator from a Campaign and the Creator shall be liable for any costs incurred by the Company. 

    3. Once the Draft Deliverables are approved by the Company, the Creator shall share them on the Media, in accordance with the Instructions, and for the duration of the Live Period. 

    4. The Creator shall upon the Company’s request, provide anonymised information from the Media showing the following data for the Deliverables during the Live Period: post reach, engagement statistics (likes and shares) and click through rate. The Creator shall provide the first report within 7 days from the start of the Live Period and shall update it as reasonably requested by the Company.

    5. Any fees payable to the Creator for a Campaign will be clearly identified on the Company’s Campaign advertisement, and upon satisfactory completion of the Services and/or Deliverables the Company will arrange payment to the Creator within 60 days. 

  3. Creator's obligations

    1. The Creator agrees to:

      1. Perform the Services in a competent manner and to the best of their skill and ability and promptly comply with all the Company's reasonable instructions in connection with the Agreement and with the Company brand guidelines, as notified to the Creator from time to time.

      2. Not make any derogatory statement, create or publish content relating to the Company or any Brand affiliated with them as their client in public, online (including on the Media and any other social media), to the press or elsewhere.

      3. Keep content related to a Campaign on the relevant platform for the Live Period. 

      4. Create the Deliverables and perform any other Services in accordance with the relevant Media platform's terms of use, the law, the CAP and BCAP advertising codes, the Competition and Markets Authority's guidance on social media endorsements and all other applicable regulatory guidance, as updated from time to time. Without limiting the foregoing, the Creator shall use an appropriate disclosure (such as #ad) in the Deliverables in a way that is clear and comprehensible before the consumer engages with the content.

      5. At the request of the Company, remove posts of the Deliverables and any posts which are derogatory of the Company or a Brand over which it has control both from the Media and any other media as soon as practicably possible.

      6. The Creator shall comply with the Exclusivity Requirements.

      7. If the Creator receives Products and is unable to complete the Deliverables and/or Services, they shall notify the Company as soon as is reasonably possible, and shall return the Products immediately in accordance with the Company’s instructions. 

    2. The Creator agrees that a breach of this section would be considered a material breach of the Agreement and enable the Company to terminate the Agreement with immediate effect, and without any obligation to refund any pre-paid Subscription Fees.

    3. The Creator acknowledges that once they access the Company’s online portal as part of the Subscription, this would be considered requesting supply of their Subscription by the Company and their cancellation rights will be lost once the supply starts. 

  4. Non-solicitation of brands

    1. During the Subscription and for a period of 12 months after termination of the Agreement, the Creator agrees not to directly or indirectly contact, solicit or engage with any brand affiliated with or advertised through the Company without the Company’s prior written consent.

    2. All communications, queries and requests regarding any Campaign, whether currently advertised or not, or regarding the Brands affiliated with the Company must be with the Company directly and not with the Brands.  

  5. Intellectual property rights

    1. The Company agrees that all intellectual property rights in:

      1. all materials created by the Creator in providing the Services (including without limitation the Deliverables and any other photographs, audio-visual content, artwork, graphics, designs, performance and any other material protected by intellectual property rights) (Creator Materials); and

      2. the Company or the Brand’s pre-existing trademarks, service marks, logos, other materials connected with them 

shall vest in and remain the sole property of the Company at all times.

  1. The Company agrees that all intellectual property rights in the Creator's pre-existing trademarks, service marks, logos, other materials connected with the Creator's brand, names (including nicknames and stage names), biography, signature, image, voice and likeness (Creator Assets), shall vest in and remain the sole property of the Creator at all times.

  2. The Creator grants the Company, for the Term, a non-exclusive worldwide licence to use, and to authorise others to use, the Creator Materials and the Creator Assets for the purpose of promoting the Creator's association with, and provision of Services to, the Company including by using and promoting the Deliverables on the Company's own websites, social media pages and other marketing and publicity material in any medium in connection with the Campaign. The Creator acknowledges that the Company is not responsible for third parties' use of the Creator Materials and Creator Assets or for their removal from media outside its control after the expiry of the Term.

  3. The Company may provide or arrange for a Brand to provide materials to the Creator in connection with the Services (Company Materials). The Company grants the Creator, for the Term, a non-exclusive worldwide licence to use the Company Materials solely for the purpose of creating the Deliverables and performing the Services. Other than under this licence the Creator shall not acquire any right in or title to the Company Materials.

  4. Any goodwill derived from the use of the Company Materials by the Creator shall accrue to the Company. The Company may, at any time, call for a document confirming the assignment of that goodwill and the Creator shall immediately execute it.

  5. Each party may during and after the Term use any Deliverables approved by the Company for posting on the Media for: its own internal archiving purposes; industry awards; (in the case of the Company) for training, investor communications and other internal and not primary advertising purposes; and (in the case of the Creator) to promote its Services to other potential clients in a section of its media accounts only accessible to potential clients. 

  6. The Creator recognises that the Company has the unlimited right to edit, copy, alter, add to, take from, adapt and translate the Deliverables and dub them into one or more foreign languages and the Creator irrevocably and unconditionally waives the benefit of their moral rights arising under Parts I and II of the CDPA and performer's non-property rights arising under Part II of the CDPA and any similar laws of any jurisdiction in favour of the Company and all its licensees, sublicensees, assignees and successors in title of or to the rights in the Deliverables.

  7. The Creator shall not be liable under or in connection with this Agreement for any modifications, adaptations or amendments to any Deliverables made by Company or by a third party on the Company's behalf, nor for any fault, error, destruction or other degradation in the quality of the Deliverables which arises due to the acts or omissions of the Company.

  8. The terms of this clause 6 shall survive termination of this agreement for any reason.

  9. Warranties and indemnities

    1. The Company warrants, represents and undertakes that:

      1. It has full power and authority to enter into the Agreement and that by doing so it will not be in breach of any obligation to or right of any third party.

      2. The Company Materials will not, when used in accordance with this agreement, infringe the intellectual property rights or other rights of any third party.

      3. It has, and shall maintain throughout the Term, product and public liability insurance against losses arising from any claims, actions or damages which may arise as a direct or indirect result of any use of the Company's products or services endorsed by the Creator. The Company agrees to provide the Creator with a copy of the policy on request.

      4. The Company Materials will comply with the relevant Media platform's terms of use, the law and the CAP and BCAP advertising codes and all applicable regulatory guidance, as updated from time to time and be accurate, truthful and complete in all material respects.

      5. It shall comply with the obligations applicable to advertisers and brands in the ISBA and IMTB Creator Marketing Code of Conduct in its dealing with the Creator, provided that this Agreement shall take precedence if it conflicts with such Code.

    2. The Company and the Creator anticipate that this Agreement shall not constitute an employment relationship. The Creator agrees to reimburse the Company (on an after-tax basis) any amounts the Company is required to pay to a tax authority in respect of income tax, national insurance contributions or any like taxes, together with interest and penalties thereon.

    3. The Creator warrants, represents and undertakes that:

      1. They have the legal capacity and are free contractually to enter into and to perform this agreement and have not entered and will not enter into any professional, legal or other commitment which would or might conflict with or prevent their doing so.

      2. To the best of their knowledge and belief, the Creator Assets and the Creator Materials (excluding the Company Materials) are wholly original and their use in accordance with this agreement will not infringe the intellectual property rights of any third party.

      3. To the best of their knowledge and belief, the Creator Assets and the Creator Materials (excluding the Company Materials) will not contain any defamatory matter, breach any contract, law or duty of confidentiality, infringe data protection rights or constitute contempt of court or obscenity.

      4. To the best of their knowledge and belief, the Creator Assets and the Creator Materials (excluding the Company Materials) will comply with the relevant Media platform's terms of use, the law, the CAP and BCAP advertising codes, the Competition and Markets Authority and CAP's most recent guidance on social media endorsements, and all other applicable regulatory guidance, as updated from time to time.

      5. To the best of their knowledge and belief, they have not used paid followers, bots or other forms of technology to artificially inflate their follower numbers or make their posts appear more popular.

      6. They shall not act in a manner that brings the Company or Brand in connection with the Company into disrepute.

      7. They shall complete the Services and Deliverables with reasonable care and skill in accordance with the deadline and other requirements set out in the Campaign requirements. 

      8. They shall comply with the obligations applicable to Creators in the ISBA and IMTB Creator Marketing Code of Conduct in their dealings with the Company, provided that this agreement shall take precedence if it conflicts with such Code.

    4. The Creator shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) suffered or incurred by Company arising out of or in connection with any third-party claims or any action, adjudication or decision taken against Company by any regulatory body, in each case directly or indirectly arising (in whole or in part) out of any breach of clause 7.3.

  10. Dispute Resolution 

    1. In the event of a dispute, concerns or breach of this agreement by the Company, the Creator must first write to the Company to amicably resolve the matters informally.

    2. The written dispute, concerns or breach should set out the nature of the matter, including any relevant facts and dates so they can be properly investigated.

    3. Both parties should engage with each other in good faith to attempt an amicable resolution.  

    4. The Company will aim to respond within 30 days, after completing investigations, to confirm the outcome and notify the Creator of any further action that they intend to take to resolve any matters. 

  11. Limitation of liability 

    1. References to liability in this clause 9 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

    2. Nothing in this agreement shall limit any liability:

      1. under clause 7.4 (the Creator's indemnity) and Error! Bookmark not defined.Error! Reference source not found. (Company's indemnity);

      2. which cannot legally be limited, including but not limited to liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation; or

      3. for either party's deliberate default.

    3. Subject to clause 9.2 (uncapped liabilities):

      1. each party's total liability to the other shall not exceed £1000;

      2. neither party shall have any liability to the other for:

        1. loss of profits or income;

        2. loss of sales or business;

        3. loss of agreements or contracts;

        4. loss of anticipated savings;

        5. loss of use or corruption of software, data or information;

        6. loss of or damage to goodwill; or

        7. indirect or consequential loss; and

      3. the Company shall have no liability for loss of publicity or loss of opportunity to enhance the Creator's reputation or opportunity to obtain any guaranteed Campaign collaboration. 

  12. Termination and cancellation of subscription 

    1. Without affecting any other right or remedy available to it, either party to the Agreement may terminate it with immediate effect by giving written notice to the other party if:

      1. The other party commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach immediately within [3] days after being notified in writing to do so.

      2. The other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 10.1(b).

      3. The other party suspends or ceases, or threatens to suspend or cease, carrying on business.

      4. The other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation.

      5. Where there is no material breach. The Company reserves the right to terminate the agreement by writing to the Creator providing 7 days’ notice.

      6. The Creator may terminate this agreement by providing 7 days advanced written notice to support@wegotyouagency.com. 

    2. On termination or expiry of this agreement for any reason:

      1. Without prejudice to its rights of set-off, the Company shall, subject to receipt of appropriate invoices, pay the Creator sums due under this agreement up to the date of termination.

      2. The Creator shall, if requested by the Company, remove any and all posts of the Deliverables from the Media as soon as practicably possible.

      3. The Creator shall promptly deliver to the Company (or dispose of as directed by it) all materials and property belonging or relating to the Company and all copies of the same, to the extent that such materials are in the Creator’s possession or control and it is practicable to do so.

  13. Confidentiality and data protection

    1. The Creator undertakes that it shall not at any time during or after the term of this agreement disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the Company, except as permitted by clause 11.2.

    2. The Creator may disclose the Company’s confidential information:

      1. To its employees, officers, representatives, agents or advisers who need to know such information for the purposes of exercising the Creator’s rights or carrying out its obligations under or in connection with this agreement. The Creator shall ensure that its employees, officers, representatives, agents or advisers to whom it discloses the Company’s confidential information comply with this clause 11.

      2. As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

    3. By subscribing to access Campaign opportunities, the Creator agrees to their address being shared with external businesses and/or Brands from time to time for the purpose of receiving Products. Should this consent be withdrawn, the Creator agrees that this will mean the Company has the right to terminate the Agreement with immediate effect and they will not be entitled to receive any refunds of the Subscription Fee. 

    4. Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679) as retained in UK law. This clause is in addition to, and does not reduce, remove or replace, a party's obligations arising from such requirements.

    5. If the Creator requires further information about the Company’s data protection policies, they may contact support@wegotyouagency.com 

  14. General 

    1. Force majeure - Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control.

    2. Assignment and other dealings -  neither party shall assign, novate, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of the other party.

    3. Entire agreement – The Agreement constitutes the entire agreement between the parties. Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement

    4. Variation -  No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

    5. Waiver – A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy

    6. Severance – If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

    7. Third party rights – Unless it expressly states otherwise, the Agreement does not give rise to any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

    8. Governing law – The Agreement, agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

    9. Jurisdiction – Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.