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, Contracting Parties
For the business relationship between:
(1) Innoverse, represented by Ms. Nathalie Brisch, Lindenthalgürtel 101, 50935 Cologne, Germany, hereinafter referred to as “Innoverse”; and
(2) Creator, hereinafter referred to as “Creator”,
the following contractual terms in their version valid at the time of registration by the Creator shall apply exclusively. Deviating general terms and conditions of the Creator shall not be recognized unless Innoverse expressly agrees to their validity.
(3) Innoverse and the Creator shall jointly be referred to as the “Parties”.
(4) The Parties confirm that upon entering into this Creator Agreement they act in the exercise of their commercial or independent professional activity and thus qualify as entrepreneurs within the meaning of §14 German Civil Code (BGB).
§2 Preamble and Definitions
(1) Innoverse operates a digital platform (“Platform”) that connects brands (companies) with independent content creators, stylists, models, and comparable creatives for the licensing of content.
(2) The Creator may use the Platform to publish content created by the Creator and license it to brands (companies).
(3) Brands (companies) may use the Platform to publish projects and license content from Creators.
(4) For the purposes of this agreement:
- “Brand (company)”: a company that has entered into a cooperation agreement with Innoverse and uses the Platform to publish projects and license content;
- “Content”: all copyright or related-rights protected works created by the Creator (especially photos, videos, texts, layouts, graphics, audio recordings, reels, short clips, UGC, etc.) offered for licensing;
- “License parameters”: the usage conditions agreed in the booking process (channels, duration, territory, exclusivity, media types, etc.), forming part of the Content Agreement;
- “Content Agreement”: the license agreement concluded via the Platform between Creator and Brand (company);
- “AI content”: content created or significantly influenced by generative AI systems.
§3 Contract Formation, Subject Matter, and Role of Innoverse
(1) By registering an account and accepting these Terms, the Creator submits a binding offer to Innoverse to use the Platform.
(2) Innoverse confirms receipt of the registration request by automated email. This confirmation does not constitute acceptance. The contract is concluded only upon Innoverse’s express acceptance sent by separate email.
(3) Use of the Platform by the Creator is free of charge.
(4) Innoverse provides the Platform and related tools to facilitate project publication, licensing workflows, documentation of terms, contract formation, logistics, communication, and payment processing between Creator and Brand.
(5) Innoverse is not a party to any Content Agreement and does not act as licensor or licensee. All licensing agreements are concluded directly between Creator and Brand.
(6) The Creator acknowledges that there is no guarantee that Content will be licensed or remunerated. Content creation is performed at the Creator’s own risk (“on spec”).
§4 Registration and Creator Profile
(1) The Creator shall provide accurate and complete information, including identity, contact details, payment and tax information, and keep such information up to date. The Creator shall also provide tax identification data and VAT ID (if applicable), date of birth, and tax residency information.
(2) The Creator must keep login credentials confidential and may not allow third-party use of their account. The Creator is responsible for all activity conducted through the account.
(3) Innoverse may suspend or restrict access if the Creator breaches material contractual obligations, uploads illegal content, infringes third-party rights, or receives justified complaints from Brands.
§5 Copyright and Usage Rights
(1) The Creator owns the rights to the Content and guarantees the right to publish and license it.
(2) The Creator grants Innoverse a simple usage right for display and technical processing of Content during the contract term.
§6 Third-Party Rights, Releases
(1) The Creator guarantees that the Content does not infringe third-party rights (photographers, music, fonts, stock, models, trademarks, etc.).
(2) The Creator ensures valid model releases covering commercial use.
(3) Location permissions must be obtained where required.
(4) Proof must be provided upon request.
(5) The Creator indemnifies Innoverse and Brand against third-party claims arising from breaches.
§7 AI-Generated Content
(1) AI-generated Content must be clearly labeled.
(2) The Creator guarantees:
- legal use of AI tools,
- no unauthorized deepfakes or likeness use,
- no trademark imitation,
- no rights-infringing outputs.
(3) Indemnification applies for breaches.
§8 Compensation and Payment Processing
(1) Compensation is agreed per Content licensing via the Platform. No payment is owed by Innoverse.
(2) Payment is made by the Brand via Stripe Connect or similar providers.
(3) Innoverse retains a 20% service fee.
§9 Rent Button / Rental Function
(1) Brands may offer garments for rent via the Platform.
(2) Creators pay a 20% rental fee to Innoverse.
(3) Innoverse is not a party to rental contracts and assumes no liability.
(4) Rental contracts are between Creator and Brand only.
§10 Platform Protection / Non-Circumvention
(1) The Creator undertakes not to bypass the Platform to contract directly with Brands introduced via the Platform for a period of twelve (12) months after the last interaction or transaction.
(2) Exceptions apply where a pre-existing relationship existed or where Innoverse provides written consent.
(3) In case of breach, Innoverse may impose a contractual penalty at its reasonable discretion, subject to judicial review.
(4) Further damage claims remain unaffected; any penalty shall be credited against damages.
§11 Warranty and Indemnification
(1) The Creator warrants that the Content is lawful, non-infringing, and free of illegal, defamatory, discriminatory, or otherwise unlawful material.
(2) The Creator shall indemnify Innoverse and the Brand against any third-party claims arising from breach of these obligations and shall support reasonable defense efforts.
§12 Liability of Innoverse
(1) Innoverse is fully liable only for intent, gross negligence, and injury to life, body, or health.
(2) In cases of slight negligence, liability is limited to breaches of essential contractual obligations and foreseeable damages.
(3) Innoverse is not liable for:
- payment behavior of Brands,
- conduct of Brands or Creators,
- accuracy of Brand information,
- non-performance of Content Agreements unless caused by Innoverse.
(4) Liability for indirect damages and lost profits is excluded.
§13 Term, Termination, Effect on Licenses
(1) This Creator Agreement is concluded for an indefinite term.
(2) The Creator and Innoverse may terminate this Creator Agreement with one (1) month’s notice to the end of a calendar month by means of a declaration in text form to the other Party.
(3) The right to terminate this Agreement for cause without notice remains unaffected. Good cause shall be deemed to exist in particular if a Party repeatedly or materially breaches essential contractual obligations despite prior warning; or insolvency proceedings are opened over the assets of a Party or the opening of such proceedings is rejected due to insufficient assets.
(4) Termination of this Creator Agreement shall not affect Content Agreements already concluded between the Creator and Brand (company), nor the usage rights granted under such Content Agreements.
(5) Provisions of this Agreement which, by their nature, are intended to survive termination of the Agreement (in particular §§ 5–7, 10, 11, 12, 13(4), 14, and 16) shall remain in full force and effect after termination.
§14 Data Protection and Confidentiality
(1) Innoverse processes the Creator’s personal data for the purpose of contract performance (e.g. name, contact details, billing data, communication data) and for the use of the Platform. Further details are set out in Innoverse’s applicable Privacy Policy.
(2) The Creator undertakes to use any personal data of Brands (companies) or other Creators obtained via the Platform exclusively for the purpose of contract performance and not to disclose such data to unauthorized third parties.
(3) Both Parties undertake to treat all business and trade secrets of the other Party that become accessible in the course of this contractual relationship as strictly confidential and to use them solely for the purposes of this Agreement.
(4) The confidentiality obligation shall survive termination of this Agreement for a period of two (2) years.
§15 No Contractual Relationship / Exclusion of Claims
(1) The creation of Content by the Creator does not establish any pre-contractual obligation (culpa in contrahendo), nor any contract for work or services (§§ 611, 631 BGB), agency agreement (§§ 662 et seq. BGB), management of another’s affairs without mandate (§§ 677 et seq. BGB), or any comparable legal relationship. To the extent legally permissible, all resulting claims—particularly reimbursement of expenses (§§ 670, 683, 684 BGB) and any other compensation or reimbursement claims—are excluded. The Creator shall not assert any such claims against either Innoverse or the Brand (company).
(2) Mandatory statutory rights remain unaffected. Liability for intent and for injury to life, body, or health remains unlimited. Otherwise, the liability provisions of this Agreement shall apply.
§16 Final Provisions
(1) This Agreement shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) Should individual provisions of this Agreement be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.
(3) The exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement shall be Cologne, Germany.