Terms and Conditions

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MVS Talent and MVS Talent Brands are owned and represented by VoxFeed Inc.

VoxFeed, Inc. – 40 E Main St. 600. 19711, Newark, Delaware, United States.

**Owner contact email:** hi@voxfeed.com

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## 1. ACCEPTANCE OF TERMS AND CONDITIONS

This document governs the use of the MVS Talent product (collectively defined as The Platform) by all Content Creators and Advertisers (“collectively defined as The Users), each of which will have registered at https://mvs.voxfeed.com/.  The purpose of this document is to inform Users of their rights and obligations in the use of the Platform. Users agree and acknowledge that by checking the “I accept” box during the registration phase, they automatically accept and are bound by the Terms defined herein, as well as periodic future amendments to the Terms.

## 2. DEFINITIONS

“VoxFeed Inc.” is the owner and administrator of the Platform, and the MVS Talent brand.

“Advertiser” is a natural person or legal person on whose behalf a registration has been completed on the Platform, and who may make one or more deposits in order to execute one or more Advertising Campaigns.

“Advertising Campaign” is a mutual agreement between Advertiser and Content Creator, by which Content Creator creates and shares social media content, participates in a marketing activity, and/or attends an event on behalf of the Advertiser.

“Content Creator” is any natural or legal person who publishes messages through the Platform.

“Brief” is the documented summary of the services that the Content Creator will provide.  It will include the guidelines of each advertising campaign, such as specific “mentions”, “hashtags”, as well as other conditions.

“Platform” is the technology environment upon which the collaborations between the Advertiser and Content Creator takes place,  The Platform may be branded with the MVS Talent marks and logos or may, alternatively, be available as a third party Private Label that bear the marks and logos of MVS Talent’s licensing partner.  In either case, the Users accept to comply with these Terms defined herein.

“User Account” shall mean an account created and managed by a User

## 3. ELIGIBILITY USERS

In order to be eligible to register, Users must be eighteen (18) years of age or older and with sufficient legal capacity to commit to these Terms. In the event that a User representing a corporate entity registers, such corporate entity must be legally incorporated, and be in full compliance, and good standing with all applicable laws.

## 4. OBLIGATIONS OF CONTENT CREATORS

Content Creator warrants that all messages and other information they publish will be original, appropriate, and authentic. In order to qualify to receive compensation, all content must have been published and remain visible on the Platform and the agreed upon social network for, at a minimum, 7 (seven) days without editing, erasing, hiding, archiving, or making the publication private.

In addition, the Content Creator must adhere to all requirements and instructions stated in the Brief.

For SELECT and PLUS campaigns, Content Creators warrant that they will publish content only after such is approved by the Advertiser.  Content Creators that publish content before, or without, the expressed approval of the Advertiser will not receive payment for such collaboration and may be penalized through the Reliability points system within the MVS Talent Platform.

MVS Talent agrees without warranty to make commercial efforts to request the immediate elimination of content published without approval.

Content Creators must refrain from using computer-based or other automated tools and internal rating systems that generate false interactions or results with respect to the published content.  MVS Talent reserves the right to cancel any publication and terminate Content Creator’s account, without compensation, in the event he/she uses deceitful or unfair practices. Content Creators shall not use the Platform to publish their own personal contact information, the contact information of any third parties, or any other information that is considered confidential.  The Content Creator indemnifies and holds MVS Talent harmless from any damages that result from such actions.

## 5. CAMPAIGN CANCELLATION

Once an Advertiser has added credit to their account on the Platform, the Advertiser may cancel the publication of the Campaign at any time without incurring further costs, provided however, that such a cancellation is made before any advertising message has been published. In the event the Advertiser cancels a Campaign after the start of such publication, the Advertiser will be charged, and must pay, for all publication fees incurred prior to the moment of cancellation.

All credit added or transferred to the platform is non-refundable. In the event remaining credit exists, for example as a result of a cancelled campaign, this amount shall be available for future campaigns.

## 6  INACTIVE ACCOUNTS

In the event that a User Account has no activity for more than (1) one year, MVS Talent retains the rights to deactivate the account.  If any such deactivated account has an unused credit balance, MVS Talent retains the right to retain any remaining credit.

## 7. CAMPAIGN AMENDMENTS

After the start of a Campaign, the Advertiser retains the right to modify the guidelines defined in the Brief for any such Campaign, understanding that the newly modified guidelines will apply only to those advertising messages that are generated after such modification.

## 8. USER ACCEPTANCE AND/OR DELETION

MVS Talent reserves the right at any moment, and without prior notice, to terminate and delete any User Account, including all messages and content published by such User Account.  Furthermore, Users accept that User Accounts are strictly personal, non-assignable, and non-transferrable.

Users accept that by using the Platform they are agreeing to be bound by the terms and conditions of any and all social networks that they use in connection with the Platform.

## 9. PRIVACY POLICIES

All information provided to MVS Talent by users shall be subject to MVS Talent’s then-current Privacy Policy.  The most recent update thereof is available at: https://www.voxfeed.com/mvstalentprivacy/

## 10. NO OFF-PLATFORMING

Registered Users agree (a) to direct the communication and workflow associated with a Campaign exclusively through the Platform, (b) to refrain from collaborating via alternative means of interaction as it pertains to the Advertising Campaign, and (c) specifically to refrain from sending or receiving funds outside the Platform.

## 11. MODIFICATIONS

Users acknowledge and agree that MVS Talent may, at its sole discretion, modify or change these terms and conditions from time to time.  In the event of a material change in the terms and conditions, MVS Talent will notify users either via email or as part of a notification within the Platform.  In the event that Users disagree with the modified terms, such Users may cancel their participation in the Platform by following the steps described on the Platform.

## 12. PAYMENTS TO CONTENT CREATORS

Using the Platform, the Content Creator and the Advertiser, together, shall determine the exact amount to be paid to the Content Creator as per the procedure described on the Platform.  Users acknowledge that MVS Talent holds no responsibility for the participation and payment fulfillment for campaigns that involve non-monetary payments-in-kind.  In addition, MVS Talent may withhold accrued, or recently-earned payments if Content Creators fail to comply with their obligations as outlined in these Terms.  MVS Talent may modify the payment procedure, in which case the continued use of the Platform by the User shall be deemed as an agreement with, and acceptance of, the modifications to the payment procedure. The Content Creator acknowledges that payment timing and mechanism will correspond to terms described in the Brief, but, in no event, will payment to the Content Creator be made before such payment is paid by the Advertiser to MVS Talent.

MVS Talent reserves the right to contact the Content Creator for payment and tax compliance purposes.

## 13. ADVERTISING CAMPAIGNS

Advertisers may make deposits to the Platform for the purpose of undertaking advertising campaigns as per the procedure set in place on the Platform.

## 14. USERNAME AND PASSWORD

As part of registration to the Platform, Users will create a username and password and will be solely responsible for protecting these login credentials. In the event of loss or misuse by a third-party of the login credentials, or if such loss or misuse is suspected, Users should notify MVS Talent, without delay, at: mvs@voxfeed.com

## 15. NO WARRANTY

Each User understands and agrees that MVS Talent makes no representations or warranties with respect to the services offered on the Platform. With respect to all services, MVS Talent disclaims to the fullest extent of the applicable law all warranties, express, implied, or statutory, including any warranties of title, non-infringement, merchantability, fitness for a particular purpose, availability, accuracy, completeness, compatibility, or otherwise. MVS Talent does not warrant that the Platform will be error-free or that defects thereon will be corrected. All Users expressly agree that the use of the Platform is at their own risk.

## 16. INDEMNITY

To the extent permitted by all applicable laws, each User agrees to defend, indemnify, and hold MVS Talent harmless from, and against, any and all claims, damages, losses, liabilities, costs, debts and expenses (including, but not limited to reasonable attorneys’ fees) arising from or relating to: (i) Users’ use of, and the access to, the Platform; (ii) Users’ violation of any term of these terms and conditions; (iii) any infringement or misappropriation of a third party’s intellectual property rights; (iv) Users’ violation of any law or regulation.

## 17. DISCLAIMER

MVS Talent is not responsible for the quality or the lawfulness of the services offered by the Advertisers, nor the truthfulness, lawfulness, or objectivity of the messages or information published by Content Creators on the Platform. All Users remain solely responsible for the truthfulness and lawfulness of all the information that is published on the Platform.

## 18. CONTENT LICENSE

Content Creators grant MVS Talent certain rights attached to the content as a result of the campaign.

Content Creators shall publish content exclusively on their own blog or social network accounts, only in accordance with the terms established in the Brief, and shall refrain from publishing and/or using the content, or derivations thereof, on other platforms, social media networks, or other media.  Not withstanding the foregoing, Content Creators may use the created content for non-paid self-promotional purposes.

All content created through the Platform shall remain the property of the Content Creator, with the exception of content that has been explicitly licensed for ownership, and/or permanent use by the Advertiser.

Content created and published as part of an Advertising Campaign may also reshare or repost content on Advertiser’s own website and social media accounts provided however that the Content Creator is given attribution on any such reshare or repost.

Unless the content has been otherwise explicitly licensed for ownership, and/or permanent use by the Advertiser, the Advertiser may not use the content for other purposes including, but not limited to, printed materials, billboards, magazines, newspapers, catalogs and/or banners.  In the event Advertiser violates this restriction, it must pay to VoxFeed compensation based on the market value and/or rate of such a publication, which will subsequently be reflected in an agreement with the Content Creator.

Notwithstanding the foregoing, Content Creators grant a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to MVS Talent to use their content.  MVS Talent, or its Private Label licensors, may publish any publication or use created content for promotional purposes, regardless of whether the content has generated revenue.  Content Creators are not eligible to receive compensation for the aforementioned use of their content however MVS Talent will provide attribution, in the case of such use, to the Content Creator.

In the event the Content Creator wishes to stop representing Advertiser’s brand or company by withdrawing one or more publications, the Content Creator and Advertiser will mutually agree to adjust the payment on a pro rata basis.  MVS Talent waives its liability for the content created by the Content Creator on the social network where it has been published.

The Content Creator shall be solely responsible for any plagiarism, imitation or copies in his/her publications, and MVS Talent explicitly waives its liability for content that may infringe third-parties’ rights. In addition, Users may not grant (sub-) licenses of any kind to third parties with respect to the campaigns and content, and these remain the exclusive property of MVS Talent, unless otherwise and expressly agreed in writing by the Parties.

Similarly, MVS Talent may mention the brand name, in physical or digital media, of the User, campaign, results or general objective of the campaign, as well as share content generated for the campaign through the Platform for promotional and institutional purposes for the benefit of MVS Talent.

## 19. FORBIDDEN USE  – IP RIGHTS

Any distribution, publication, commercial, or promotional use of the Platform, or any content, code, data or material from the Platform is strictly forbidden, unless expressly authorized in writing by MVS Talent. No unauthorized person may download, expose, publish, copy, reproduce, distribute, transmit, modify, disclose, transfer, create derivative work from, sell or otherwise profit from the content, code, data or materials in, or made available through, the Platform. Users shall refrain from altering, editing, deleting, removing or otherwise changing the meaning or look of, or change the purpose of, any of the content, codes, data or materials available through the Platform, including and without limitation, altering or removing any brand name, trademark, logo, commercial notice, service mark, or other ownership-related content or property rights. Users acknowledge and agree that they do not acquire any property or copyrights by downloading any copyrighted material from, or through, the Platform. If Users use content, codes, data or materials accessible through the Platform, for other purposes than those permitted by operation of these Terms, they are in violation of the applicable intellectual property and copyright laws, and Users may be subject to liability for such unauthorized use.

## 20. TRADEMARKS

All trademarks that are not owned by MVS Talent and which appear on the Platform are the property of their respective owners and used by MVS Talent with their permission. These trademarks on the Platform shall in no way be construed as a license to use that trademark. Unauthorized use of each trademark on the Platform is strictly forbidden. Furthermore, in the event that a third party is not the lawful owner or licensee for the use of certain trademarks, and this unauthorized third party grants MVS Talent the rights to use one or more trademarks, that third party agrees to indemnify and hold MVS Talent harmless from any claim resulting from such unlawful use of that Trademark.

## 21. NO EMPLOYMENT RELATIONSHIP

MVS Talent or its Private Label licensors engages the services of Content Creators as independent contractors, and such Content Creators represent that they are in business as independent contractors. Content Creators expressly acknowledge that nothing in these Terms is intended to establish an employment relationship with MVS Talent

## 22. TAXES

Each User shall be solely responsible for the payment of their own taxes resulting from the use of Platform.

## 23. TERM

The services rendered through the Platform are for an indefinite period of time. However, MVS Talent may terminate, suspend, or interrupt the Platform at any time, and without prior notice, and we explicitly waive our liability as a result of such a termination, suspension, or interruption of our services.

## 24. NOTIFICATIONS

Any notification to MVS Talent by the Users shall be sent to the following e-mail address: mvx@VoxFeed.com.  MVS Talent recommends that all Users to make use of a read receipt and delivery notification in order to ensure the aforementioned e-mail is properly delivered.

## 25. APPLICABLE LAW AND JURISDICTION

This Agreement, including any annexes and amendments thereto, is governed by the law of the State of California. Any disputes arising between the Parties relating to, arising out of, or in any way connected with, this Agreement shall be exclusively submitted to the competent court in the State of California.