Talent Terms of Service

Last Updated: August 13, 2020

This Talent Terms of Service Agreement (“Terms”) governs your use as a talent user of the CELESPOT marketplace platform offered by INFOCARE IT SOLUTIONS PVT LTD., doing business as CELESPOT (“we”, “us”, or “CELESPOT”), including our website (celespot.com), mobile application (“App”), and services we provide (collectively, the website, App, and services referred to as our “Site”). “You” and “Talent User” refer to you as a talent user of the Site.

These Terms apply solely to Talent Users of our Site. Use of our Site is also subject to our current Acceptable Use Policy. Any use by you of our Site other than as a Talent User is governed by the Site Terms of Service. (“Site Terms”).

PLEASE READ THESE TERMS CAREFULLY. By using our Site as a Talent User or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Site as a Talent User.

Participation in the CELESPOT Website

1. Registration: In order to participate on our Site, you must register. By registering, you agree to provide true, accurate, current, and complete information about yourself as prompted by our registration form, as well as any other information reasonably requested by us (collectively, “Registration Data”), and maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you do not do so or we reasonably believe that you have not done so, we have the right to suspend or terminate your Site account and your use of our Site. You agree not to create a Site account using a false identity or providing false information, on behalf of another person (except as outlined below for a parent or legal guardian and Organizations), or if you (and your parent or legal guardian, or an Organization, if applicable) have previously been removed or banned from our Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.
2. Talent User age 16 or older: Talent Users who are at least 16 years old may register directly. By registering, you represent and warrant that: (A) you are at least 16 years old (and, if between 16 and 18 years old, are registering with the supervision and with the consent of your parent or legal guardian, who also agrees to these Terms); (B) you are of legal age to form a binding contract; (C) you are (and if you are between 16 and 18 years old, your parent or legal guardian is) not barred from using our Site under the laws of the United States, your place of residence (and if you are between 16 and 18 years old, the place of residence of your parent or legal guardian), or any other applicable jurisdiction; and (D) you are (and if you are between 16 and 18 years old, your parent or legal guardian is) responsible for complying with all applicable laws and regulations relating to Talent User’s participation on our Site and will fully indemnify the CELESPOT Parties (defined below) for any failure to do so.
3. Parent or Legal Guardian of Talent User, under age 16: Talent Users who are under 16 years old, may register only through a parent or legal guardian who, by registering, represents and warrants that: (A) he or she is the parent or legal guardian of the Talent User and agrees to these Terms; (B) neither the parent or legal guardian nor the Talent User is barred from using our Site under the laws of the United States, the place of residence of the parent, legal guardian, or Talent User, or any other applicable jurisdiction; and (C) he or she is responsible for complying with all applicable laws and regulations relating to Talent User’s participation on our Site and will fully indemnify the CELESPOT Parties for any failure to do so.
4. Organizations: A management company, manager, agency, agent, publicist, or other individual or organization (each, an “Organization”) may register a Talent User (“Affiliated Talent”). By registering, the Organization represents and warrants for itself and each Affiliated Talent that: (A) Organization is the authorized representative of the Affiliated Talent (and, if the Affiliated Talent is below the age of 18, is registering with any consent required of the Affiliated Talent’s parent or legal guardian as set forth in Sections 1.a(i) and 1.a(ii)) and agrees to these Terms; (B) neither the Organization nor the Affiliated Talent is barred from using our Site under the laws of the United States, the place of residence of the Organization or any Affiliated Talent, or any other applicable jurisdiction; and (C) Organization is responsible for complying with all applicable laws and regulations relating to Affiliated Talent’s participation on our Site under these Terms and will fully indemnify the CELESPOT Parties for any failure to do so. To register Affiliated Talent as an Organization, please contact support@celespot.com.
5. Promotional Materials: At no cost to CELESPOT, you will provide to us the following promotional materials (“Promotional Materials”) within 72 hours of beginning the talent on-boarding process on our Site: (i) if you would like us to promote your participation on our Site, three high resolution images of yourself; (ii) your Site profile bio; and (iii) a promotional video of approximately :15 in length to let your fans know that they can book you on our Site. Please note that you will not be able to receive requests from Users until we receive your promotional video. From time to time we may request additional Promotional Materials from you for CELESPOT’s use to promote you on or in connection with our Site or on any social media platform or third party website. Any other materials or photos of or concerning you that you approve for CELESPOT’s use will also be Promotional Materials under these Terms.

CELESPOT Videos

1. From time to time, a user of our Site (“User”) may request one or more video recordings (each, a “CELESPOT Video”) from you through our Site.
2. While we hope you will fulfill a request within 48 hours of receiving it, you may have up to seven days (at CELESPOT’s sole discretion) to complete and upload the CELESPOT Video. If you do not either: (i) accept the request and upload the CELESPOT Video; or (ii) decline the request; the request will expire and can no longer be fulfilled (except that you may fulfill the expired request at no cost to the User and with no payment due from us). You may decline a request or otherwise refuse, in your discretion, to create or upload a CELESPOT Video if a User’s request is objectionable or otherwise offensive to you. If you accept a request, you agree to record and upload to our Site one CELESPOT Video.
3. CELESPOT retains the right, in its sole discretion, to cancel any request from a User. No payment will be made to you for any declined, cancelled, or unfulfilled CELESPOT Video request.
4. Each CELESPOT Video will be approximately :30 in duration and will follow the general directions and requests of the User (for example, birthday message, congratulatory message, or “Good luck!” message). You will have sole discretion over the script and content of any CELESPOT Video, except that you agree: (i) you will use your name (please introduce yourself), the User’s name, and the name of any third party that the User identifies as a recipient (“Recipient”) in each CELESPOT Video, unless otherwise requested by the User; and (ii) you will not state in the CELESPOT Video that the CELESPOT Video is incomplete or cannot be completed. Your response to the User’s request is your responsibility and at your discretion, subject to these Terms; however, Users are usually happiest when at least the majority of their request is followed by a Talent User. If you complete a CELESPOT Video but do not follow the general directions and requests of the User, we will discuss with you an appropriate adjustment of the payment made to you.

Promo CELESPOT Videos

If you are a resident of the United States, you may choose to offer CELESPOT Videos for promotion of a U.S. commercial entity, brand, or business (“Business”) through our Site (each, a “Promo CELESPOT Video”). Except as noted, each Promo CELESPOT Video is a CELESPOT Video under these Terms.

Fees and Payment.

1. Booking Fee: You set your own price for each CELESPOT Video and any other offering you choose to make available through the CELESPOT marketplace platform
2. Fees: Other than with respect to an expired request that you choose to fulfill (as set forth in Section 2(a)) and subject to these Terms, we will pay you 75% of the Booking Fee actually received by CELESPOT for each CELESPOT Video or other CELESPOT product offering that you created and delivered to fulfill to a User’s request that you accepted through our Site, except that in the case of a Booking Fee paid through the App, we will pay you 75% of the amount actually received by CELESPOT after subtracting any payment to or deduction by the application platform (e.g., Apple deducts a 30% commission from the Booking Fee) from the Booking Fee (“Net App Booking Fee”). In addition, if the offering permits a User to designate an additional amount as a “tip”, we will pay you 75% (unless a different percentage is agreed in writing by CELESPOT) of any amount designated by a User via our Site as a “tip”.
3. Fees and Payment Representations and Warranties: You represent and warrant that: (i) CELESPOT Videos are not, and are not intended to be, covered by any guild, union, collective bargaining, or similar agreement and there will be no residual or any other type of payment due from CELESPOT to you, to any third party, guild, or union, or pursuant to any collective bargaining agreement, in connection with any CELESPOT Video, payment from us to you, or our Site; (ii) CELESPOT is not responsible for, and will not make any deduction to payments made to you for any fees, commissions, costs, expenses, or payments of any kind to or with respect to any third party, including any manager, agent, attorney, representative, or service provider, in connection with any revenue earned by or payments made to you in connection with our Site; and (iii) CELESPOT is not responsible for any contributions, payments, taxes, or deductions for Social Security, retirement benefits, unemployment insurance, annuities, or pension or welfare fund payments required by law or any labor union, or any withholding or income taxes.
4. Payment: You agree to register with the third party payment provider selected by CELESPOT, which CELESPOT may change in its sole discretion. You may not use a payment provider other than the one selected by CELESPOT. You will provide the payment provider any information required in order to receive payments via the payment provider. Any payments due to you from CELESPOT will be made via the payment provider. If you do not provide the payment provider with all required information, you may not be able to receive the payments due to you. CELESPOT will not be responsible for any damages, delays, losses, costs, expenses, or liabilities arising out of or in connection with your inability to receive payments as a result of your failure to provide such information. Subject to the payment provider’s terms, payment will be made within approximately two weeks of receipt by CELESPOT of the Booking Fee or Net App Booking Fee (as set forth in Section 4.a). You acknowledge and agree that CELESPOT does not operate, own, or control the payment provider; and your use of any payment provider is subject to the terms and privacy policies of that payment provider. You agree that we are not responsible for any delay, failure, damage, or liability caused by a payment provider, any other third party, a force majeure, or your failure to timely or properly set up an account with the payment provider or otherwise provide requested information for payment. Other than with respect any payment to or deduction by the application platform (as set forth in Section 4.b). CELESPOT will be responsible for fees, costs, and expenses incurred in connection with the payment provider selected by CELESPOT. Unless otherwise agreed by CELESPOT in writing, you acknowledge and agree that you are solely responsible for any other fees, costs, and expenses, including with respect to your bank account and foreign exchange fees. Notwithstanding anything to the contrary contained in these Terms, if CELESPOT, in its sole discretion, believes that any fraud, money laundering, or other violation of law or regulation is taking place on or in connection with our Site, you acknowledge and agree that we may withhold, delay, or seek repayment of any payments we believe, in our sole discretion, are related to the violation.
5. Currency: Payments via the payment provider are in Indian rupees unless the payment provider permits you to choose another currency and you do so.

License Grant to Users:

1. For each CELESPOT Video (other than a Promo CELESPOT Video), you hereby grant to the User and the Recipient a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, and perpetual license to use, reproduce, distribute, and publicly display the CELESPOT Video, in each case, solely in accordance with the Site Terms, in any and all media, whether now known or hereafter invented or devised (including social media channels and third party websites and platforms).
2. For each Promo CELESPOT Video, you hereby grant to User and the Business for 90 days from the date the Promo CELESPOT Video is sent by CELESPOT to the User (and for any additional 90 day periods to which you agree):
3. a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display the Promo CELESPOT Video solely on: one website and one social media account, such as Facebook, Instagram, LinkedIn, SnapChat, TikTok, or Twitter, in each case, wholly-owned, operated, and controlled by the Business; and
4. the right to advertise and promote the display of the Promo CELESPOT Video on the social media account through advertising only on the applicable social media platform.
5. Right to Remove CELESPOT Videos: You acknowledge and agree that we cannot restrict the use of your CELESPOT Videos or other offerings by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients) and we have no obligation to remove those uses (including from social media channels or third party websites or platforms). If we do seek to remove a CELESPOT Video from a social media channel or third party website or platform, we may notify you of our intent to do so. As owner of the copyright in your Talent Content, you hereby authorize CELESPOT to act as your agent in order to submit any DMCA notice or other demand with respect to your CELESPOT Videos. You will promptly notify us if you learn that any Promo CELESPOT Video is being used in violation of the Site Terms. We will reasonably cooperate with your efforts to address the violation. However, you acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to use of the Promo CELESPOT Video for any reason, including if the use exceeds the license in Section 1)a(ii) or otherwise violates the Site Terms.
6. Licenses: Please note that the licenses granted in this Section 6 are fully-paid and royalty free, meaning we do not owe you anything in connection with the use of your Talent Content, by us, Users, or third parties (including Recipients and, in the case of a Promo CELESPOT Video, the Business), other than the payment set forth in Section 4. We may exercise our rights under this license anywhere in the universe. We may sublicense our rights as needed to provide and promote our Site or otherwise in accordance with these Terms, and Users may sublicense their rights subject to the Site Terms. Finally, the licenses granted in this Section 6 are perpetual, meaning that the rights granted under these licenses continue even after you stop using our Site.
7. Treatment of Talent Content: Any Talent Content is non-confidential, non-proprietary, and must not contain or include any information which you do not have the right to disclose or that you do not wish to be disclosed. We will not be responsible or liable for any use or disclosure of Talent Content, including any personal information included in that Talent Content. You acknowledge and agree that your relationship with us is not a confidential, fiduciary, joint-venture, employer/employee, agency, or other type of special relationship, and that your decision to participate in our Site or submit any Talent Content does not place us in a position that is any different from the position held by members of the general public, including with regard to your Talent Content. None of your Talent Content will be subject to any obligation of confidence by us, Users, or third parties (including Recipients), and we will not be liable or responsible for any use or disclosure of any Talent Content.
8. Refusal and Removal of Talent Content: We may refuse to accept or transmit Talent Content for any reason without notice to you. We may remove Talent Content from our Site for any reason without notice to you.
9. Cancellation of Site Account: If you cancel your Site account, you may, on at least three business days’ advance written notice to us, request that we no longer include your CELESPOT Videos on our Site and that we not make any new public use of them. As noted in Section 6.c, we have no obligation as to any use of your CELESPOT Videos by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients) (including from social media channels or third party websites or platforms).

Ownership

1. Other than Talent Content, we or our licensors own all right, title, and interest in and to: (i) our Site and the “look and feel” of our Site, including all software, ideas, processes, data, text, media, and other content available on our Site (individually, and collectively, “CELESPOT Content”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Site, CELESPOT Content, and Marks are each protected under indian. and international laws. You may not duplicate, copy, or reuse any portion of CELESPOT Content or use the Marks without our prior express written consent. You acknowledge and agree that each request or message from a User is a Submission (as defined in the Site Terms) owned by the User who created it.
2. CELESPOT desires to avoid the possibility of misunderstandings if a project developed by us, our employees, or our contractors might seem similar to material submitted to us by you or a third party. To the extent you submit any ideas, suggestions, proposals, plans, or other materials related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that CELESPOT has no obligation (including of confidentiality or privacy) with respect to your Feedback, and you grant to CELESPOT a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes), and otherwise use and exploit in any manner (including commercially), any and all Feedback.
3. You hereby waive any and all moral rights or “droit moral” that you may have in Talent Content or Feedback, and you represent and warrant that no third party has any moral, “droit moral” or other rights in the Talent Content or Feedback.

Additional Terms

Some products or services offered through the Site may have additional terms and conditions (“Additional Terms”). If Additional Terms apply, we will make them available for you to read in connection with that product or service. By using that product or service, you agree to the Additional Terms. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless the Additional Terms say that all or some of these Terms don’t apply.
WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Business Relationship with CELESPOT

1. You and CELESPOT agree and declare you and CELESPOT are in a direct business relationship and the relationship between the parties, including these Terms, is solely an independent contractor relationship. It is the parties’ express intent that their relationship be interpreted and held to be that of independent contractor for all purposes. You acknowledge and agree that you are not a joint venturer, franchisee, partner, agent, or employee of CELESPOT, and will not represent yourself as such. As an independent contractor using our platform to provide marketing, artistic, writing, and photography services to Users, you are solely and exclusively responsible for determining the manner, method, details, and means of your performance under these Terms and you acknowledge and agree that we do not control those elements of your performance. You also retain the option to accept, decline, or ignore any User request. We have no right to, and will not, control the manner or determine the method of accomplishing your performance. You represent and warrant that you are customarily engaged in an independently established trade, occupation, or business.
2. You will use your own equipment to perform your obligations under these Terms.
3. You are solely responsible for making any disclosure required by any applicable law, regulation, court order or any agreement you may have with any third parties to any person or entity regarding your performance under these Terms.
4. Your relationship with CELESPOT is non-exclusive, meaning that you may provide similar services to third parties, including CELESPOT’s competitors, and you may engage in other business or employment activities. Similarly, we can and do engage third parties to provide services similar to those that you may provide under these Terms.

Links

Our Site may contain links to social media platforms or third party websites. You acknowledge and agree that: (a) the link does not mean that we endorse or are affiliated with the platform or website; and (b) we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your use of the platform or website. You should always read the terms and conditions and privacy policy of a platform or website before using it.

Changes to our Site

You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you.You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you.

Changes to these Terms

We may change these Terms. If we do, we will post the revised Terms on our Site and update the “Last Updated” date at the top of these Terms. The revised Terms will be effective immediately if you accept them (for example, by agreeing when you create an account or login to an existing account, or using or continuing to use our Site after the revised Terms have been posted); otherwise, they will be effective 30 days after posting.

Payment

1. 1. On completion of each paid Event, as provided in these Additional Terms, we will pay you 75% of the applicable price actually received by CELESPOT after subtracting any payment to, or deduction by, the application platform on the same terms as in Section 4.b of Talent Terms of Service.
   2. For each promotional Event (e.g., offered as a prize in a promotion, etc.), we will compensate you as separately agreed as part of your agreement to participate in the promotional Event and not as set forth above.

Acknowledgement

You acknowledge and agree that:

1. 1. each Message you create is Talent Content under the Talent Terms and each Message from a User is a Submission owned by the User who created it
   2. each Message (whether created by you or a User) is subject to the Acceptable Use Policy;
   3. you grant to each User the right to use each Message you create a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, and perpetual license to use, reproduce, distribute, and publicly display that Message, in each case, solely in accordance with the Site Terms and the Additional Site Terms for “CELESPOT Direct” in any and all media, whether now known or hereafter invented or devised (including social media channels and third party websites and platforms); and
   4. CELESPOT will not be liable or responsible for any Submission (including any Message or Sticker from the User) or any Talent Content (including any Message you send).

Talent Acceptable Use Policy

Last Updated: March 3, 2020

Your use of our Site (collectively, the CELESPOT website, mobile application (“App”), and services we provide through them) is governed by this Acceptable Use Policy. Terms that are defined in the Site Terms of Service or Talent Terms of Service will have the same meaning in our Acceptable Use Policy.

You are responsible for your use of any CELESPOT Video your Site account, our Site,and any Submission (if you are a Site user) or Talent Content (if you are a Talent User). Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful.

You represent and warrant that:

1. you will not use a false identity or provide any false or misleading information;
2. you will not create an account if you (or any Site account that you created or controlled) have previously been removed or banned from our Site;
3. you will not use or authorize the use of any CELESPOT Video for any purposes other than: (i) the specific limited purposes set forth in the Site Terms; (ii) those set out in any applicable Additional Terms; or (iii) if you are a Talent User, those set out in any other written agreement; and
4. in connection with any Promo CELESPOT Video, you will not request (if you are a User) or fulfill a request for (if you are a Talent User): (i) a Business or any other Recipient that is the subject of any criminal action, or that is involved in, connected with or promotes illegal or unlawful activity, violence or hate speech; or (ii) disparages or defames any person, entity, brand, or business.

you will not:

1. violate any law, regulation, or court order;
2. violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or “droit moral,” or other legal rights of any third party;
3. take any action (even if requested by another) that is, or submit, post, share, or communicate anything that is, or that incites or encourages, action that is, explicitly or implicitly: illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity);
4. send advertising or commercial communications, including spam, or any other unsolicited or unauthorized communications;
5. engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from our Site, including from any user of our Site;
6. transmit any virus, other computer instruction, or technological means intended to, or that may, disrupt, damage, or interfere with the use of computers or related systems;
7. stalk, harass, threaten, or harm any third party;
8. viii.impersonate any third party;
9. participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud;
10. use any means to scrape or crawl any part of our Site;
11. attempt to circumvent any technological measure implemented by us, any of our providers, or any other third party (including another user) to protect us, our Site, users, Recipients, or any other third party;
12. access our Site to obtain information to build a similar or competitive website, application, or service;
13. xiii.attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide our Site; or
14. xiv.advocate, encourage, or assist any third party in doing any of the foregoing.
15. For clarity, your use of any CELESPOT Video includes use anywhere (on our Site or otherwise).
16. 1.  

Investigations:

You acknowledge and agree that we are not obligated to monitor access to or use of our Site by you or third parties (including monitoring any CELESPOT Video, Talent Content, Submission, or Feedback), but we have the right to do so to operate our Site; enforce this Policy or our Terms; or comply with applicable law, regulation, court order, or other legal, administrative, or regulatory request or process; or otherwise.