This agreement has been drafted in the German language. An English translation is provided for convenience only. In the event of any discrepancy or ambiguity between the German version and the English translation, only the German version shall be legally binding.
§1 Scope and Contracting Parties
(1) The business relationship between
Innoverse, represented by Ms. Nathalie Brisch, Lindenthalgürtel 101, 50935 Cologne, Germany (hereinafter “Innoverse”); and
Brand (company) (hereinafter “Brand”)
shall be governed exclusively by the following contractual terms in the version valid at the time of registration by the Brand. Any deviating general terms and conditions of the Brand shall not apply unless expressly accepted by Innoverse.
(2) Innoverse and the Brand are jointly referred to as the “Parties”.
(3) The Parties confirm that, upon conclusion of this Cooperation Agreement, they act in the course of their commercial or independent professional activity and therefore qualify as entrepreneurs within the meaning of §14 German Civil Code (BGB).
§2 Preamble and Definitions
(1) Innoverse operates a digital platform (“Platform”) through which Brands and independent content Creatives, stylists, models, and comparable creatives (together “Creatives”) are connected for the purpose of licensing Content.
(2) The Brand may use the Platform to publish projects and license Content from Creatives.
(3) Creatives may use the Platform to publish Content created by them via Innoverse and license such Content to Brands.
(4) For the purposes of this Agreement:
- “Content” means all copyright-protected or related-rights-protected works created by a Creative (including photographs, videos, texts, layouts, graphics, sound recordings, reels, short clips, UGC, etc.) offered for licensing via the Platform;
- “Content Agreement” means the license agreement concluded via the Platform between Creative and Brand;
- “License parameters” means the usage conditions agreed in the booking process (e.g., channels, duration, territory, exclusivity, media types), forming part of the Content Agreement;
- “AI Content” means Content that is fully or partially created or significantly influenced by generative AI systems.
§3 Contract Formation, Subject Matter, and Role of Innoverse
(1) By creating a user account on Innoverse and clicking “Accept Terms”, the Brand submits a binding offer to Innoverse to use the Platform under these terms.
(2) Innoverse will send the Brand an automated confirmation email. This confirmation merely documents receipt of the registration request and does not constitute acceptance. The contract is only concluded upon Innoverse’s acceptance sent by separate email. The registration constitutes only an offer to enter into this Agreement. Innoverse is not obliged to accept registrations. The contract is concluded only upon explicit activation of the account or separate acceptance by Innoverse.
(3) The Brand is obliged to pay Innoverse a service fee of 20% of the license fee payable by the Brand to the Creative under the respective Content Agreement, provided this is transparently displayed in the applicable fee overview or booking process.
(4) Innoverse provides the Platform, tools, and workflows to:
- publish Brand project briefs,
- publish licensing offers of Creatives,
- document project and license parameters,
- facilitate contract formation between Creative and Brand, and
- support logistics, communication, and payment processing.
(5) Licensing of Content via the Platform is exclusively based on the Content Agreement provided by Innoverse in its then-current version. Contract terms are displayed during the booking process and provided in text form after conclusion. Deviations require express consent from Innoverse.
(6) The Parties acknowledge that Innoverse has no influence on whether Content is licensed or whether Creatives receive compensation. Content creation is at the Creative’s own risk (“on spec”). Unlicensed Content may have no commercial value for third parties.
(7) Any recourse claims by the Brand against Innoverse relating to claims by Creatives arising from pre-contractual obligations (culpa in contrahendo), service/work contracts (§§ 611, 631 BGB), agency (§§ 662 et seq. BGB), management without mandate (§§ 677 et seq. BGB), or similar legal relationships are excluded. Mandatory statutory rights remain unaffected. Liability for intent, as well as injury to life, body, or health, remains unlimited.
(8) Innoverse is not obliged to review the legal compliance of any campaigns, statements, or marketing measures planned by the Brand. The Brand is solely responsible for this.
§4 Registration and Access to the Platform
(1) The Brand must provide accurate, complete, and up-to-date information during registration and use of the Platform and keep login credentials confidential.
(2) Account sharing with third parties is prohibited. The Brand is liable for all activities carried out through its account, including third-party actions where attributable fault exists.
(3) Innoverse is entitled to suspend or restrict access in case of breaches of this Agreement, applicable law, or legitimate interests of Innoverse or third parties.
(4) The Brand confirms it qualifies as an entrepreneur under §14 BGB. Innoverse may request appropriate verification (e.g., trade register extract, business registration, VAT ID).
§5 Copyright and Content Agreement
(1) The Brand grants Innoverse a non-exclusive right to use Content published by the Brand on the Platform for technical display and processing during the term of this Agreement.
(2) The Brand undertakes to use Content licensed from Creatives strictly in accordance with the respective Content Agreement.
(3) In case of overuse beyond agreed license parameters (“overuse”), the Brand shall:
- notify Innoverse immediately; and
- upon request and after successful additional licensing with the Creative, pay an additional 20% service fee based on the additional license fee.
§6 Takedown
If Innoverse or the Brand becomes aware of a potential rights infringement (e.g., cease-and-desist letter, notice & takedown), the Parties shall inform each other without undue delay. The Brand shall temporarily remove the affected Content if reasonably necessary to mitigate legal risks.
§7 Platform Protection, Exclusivity, and Non-Circumvention
(1) The Brand undertakes not to directly engage, invoice, or license Creatives introduced via the Platform outside the Platform for comparable services within twelve (12) months after the last Platform-based transaction or, if no transaction occurred, after initial contact.
(2) Exceptions apply to:
- pre-existing relationships proven to exist before Platform use; or
- off-platform cooperation expressly approved in writing by Innoverse.
(3) In case of culpable breach, the Brand shall pay a contractual penalty equal to 10% of the remuneration payable to the Creative. Multiple related breaches may be treated as a single breach.
(4) Further damage claims remain unaffected. Any penalty shall be credited against damages.
§8 Use of Content by Innoverse (Self-Marketing)
(1) The Brand grants Innoverse the right to use licensed Content examples for self-marketing purposes, including:
- references and case studies on the Innoverse website,
- presentations and pitches to potential Brands and Creatives,
- social media channels in a B2B context.
(2) This right is non-exclusive, worldwide, and limited to the term of this Agreement.
(3) The Brand may object to future use for legitimate reasons. Innoverse will then remove the relevant Content within a reasonable timeframe.
§9 Fees, Remuneration, and Billing
(1) Innoverse charges the Brand a service fee pursuant to §3(3).
(2) License fees are agreed between Creative and Brand. Innoverse does not owe any remuneration to Creatives.
(3) Payments are processed via Stripe / Stripe Connect. Innoverse acts solely as a technical payment facilitator. A platform fee of 20% is automatically deducted. Deposits are managed via the Platform.
(4) Optional features include Creative pre-approval functionality. This is offered as a subscription model at €59 per month.
§10 Liability
(1) Innoverse is fully liable for intent, gross negligence, and injury to life, body, or health.
(2) In case of slight negligence, liability is limited to essential contractual obligations and foreseeable damages.
(3) Liability for indirect damages, lost profits, or savings is excluded.
(4) Innoverse is not liable for:
- execution of contracts between Creative and Brand;
- legality, quality, or availability of Creative Content;
- conduct of Creatives;
- accuracy of Creative-provided information;
- Brand’s use of Content in campaigns.
§11 Data Protection and Confidentiality
(1) The Parties shall comply with applicable data protection laws. If Innoverse processes personal data on behalf of the Brand, a data processing agreement (DPA) shall be concluded.
(2) Both Parties shall keep all business and trade secrets strictly confidential.
(3) This confidentiality obligation survives termination for two (2) years.
§12 Term and Termination
(1) This Agreement is concluded for an indefinite term.
(2) Either Party may terminate with one (1) month’s notice to the end of a calendar month in text form.
(3) Termination for cause remains unaffected.
(4) Upon termination, the following remain unaffected:
- existing Content Agreements between Brand and Creatives;
- usage rights granted thereunder;
- clauses intended to survive termination.
§13 Final Provisions
(1) If any provision of this Agreement is or becomes invalid or unenforceable, the remaining provisions shall remain unaffected. The Parties shall replace the invalid provision with one that most closely reflects its economic intent.
(2) This Agreement shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on the International Sale of Goods (CISG).
(3) The exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement shall be Cologne, Germany.