To view our full terms of use of our platform, please refer to our Terms Of Use. Twirl respects the privacy of Creators. For more information please see our Privacy Policy, located at https://www.usetwirl.com/privacy-policy.
Twirl Technologies Ltd (“Twirl”) provides a content generation service through its website located at usetwirl.com (“Site,” and together with such service, including any updated or new features, functionality and technology, collectively the “Services”). This Agreement applies to anyone (“You”/”Creator”) who agrees to provide Content (as defined below).
By subscribing to provide Content through the Services as a Creator, you agree to these terms on the Effective Date. Please read them carefully as they set out the legal agreement between You, the Creator, and Twirl.
Twirl respects the privacy of Creators. For more information please see our Privacy Policy, located at https://www.usetwirl.com/privacy-policy.
By using the Services, Creator consents to Twirl’s collection, use and disclosure of personal data and other data as outlined therein.
THIS CREATOR AGREEMENT (THE "AGREEMENT") CONTAINS IMPORTANT INFORMATION ON YOUR LEGAL RIGHTS, REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES, OBLIGATIONS AND LIABILITIES THAT ARE APPLICABLE TO THE SERVICES AND CONTENT PROVIDED BY YOU. YOU SHOULD READ IT CAREFULLY BEFORE USING THE SERVICES AND PROVIDING CONTENT. BY AGREEING TO BECOME A CREATOR AND PROVIDE CONTENT THROUGH THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY, YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER. IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT USE THE SERVICES OR PROVIDE ANY CONTENT.
IN THE EVENT OF ANY DISPUTE OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY QUESTION REGARDING ITS EXISTENCE, VALIDITY OR TERMINATION (A "DISPUTE"), THE PARTIES AGREE TO NEGOTIATE IN GOOD FAITH TO RESOLVE THE DISPUTE. IF THE PARTIES ARE UNABLE TO RESOLVE THE DISPUTE WITHIN A REASONABLE TIME, EITHER PARTY MAY SUBMIT THE DISPUTE TO MEDIATION IN ACCORDANCE WITH THE CENTRE FOR EFFECTIVE DISPUTE RESOLUTION (CEDR) MODEL MEDIATION PROCEDURE. IF THE DISPUTE IS NOT RESOLVED BY MEDIATION, EITHER PARTY MAY COMMENCE LEGAL PROCEEDINGS IN THE COURTS OF ENGLAND AND WALES.
THE TERMS OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ENGLAND AND WALES. THE PARTIES IRREVOCABLY AGREE THAT THE COURTS OF ENGLAND AND WALES SHALL HAVE EXCLUSIVE JURISDICTION TO SETTLE ANY DISPUTE OR CLAIM THAT ARISES OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER OR FORMATION (INCLUDING NON-CONTRACTUAL DISPUTES OR CLAIMS).
1. DEFINITIONS.
For the purposes of this Agreement, in addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the meanings ascribed to them as follows:
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
“Control”, for purposes of this Agreement, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity;
“Content” means the requested content made available to Twirl by Creator.
“Effective Date” means the date the Creator signs up with the Services and agrees to provide Content.
“Fee” means the fees payable by Twirl to Creator for each piece of Content;
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; and
“Term” has the meaning ascribed to that term in Section 11.1.
2. Provision and Use of the Services.
2.1 Provision of Services.
Subject to the terms and conditions of this Agreement, Twirl shall make the Services available to Creator for the purpose of Creator providing the Content during the Term. Creator’s right to use the Services during the Term shall be in accordance with any additional conditions, restrictions or parameters specified in this Agreement as Twirl may publish on the Site from time to time.
2.2 Creator Accounts.
Creator accounts are for use by the Creator only and cannot be shared or used by anyone else. Creator is responsible for maintaining the confidentiality of Creator’s account and password details, if any, and is fully responsible for any and all activities that occur under Creator’s account and password. If Creator chooses to register for the Services, Creator (a) agrees to undergo background checks as may be required by Twirl, subject to the terms and conditions of this Agreement, and (b) will provide and maintain true, accurate, current, and complete information about Creator as prompted by the Creator accounts.
2.3 Creator Data Collection
We collect the Personal Information in order to provide our Services to our Customers and their End Users, to market our products and services, to improve our Website and to recruit staff. Twirl respects the privacy of Creators. For detailed information please see our Privacy Policy, located at https://www.usetwirl.com/privacy-policy.
You may give us Personal Information by:
* Using our service as a Creator of ours. Where you are our Creator or are a contractor of our Customer you provide us with Personal Information: The type of information collected includes your full name; address; email address; username; password; gender; age; and other optional information, such as personal preferences, websites, social profiles, sizes, or if you have pets or children.
* Corresponding with us by phone, e-mail or otherwise. We ask you to disclose only as much information as is necessary to provide you with our products or services or to submit a question/suggestion/comment in relation to our Website or our services or products.
* Applying to work with us. The type of information you may provide in your application, a cover letter, your name, address, and e-mail address, and relevant websites. Applications should include information relevant to your creator history and education (e.g. degrees obtained, places worked, positions held, relevant awards, and so forth). We ask that you do not disclose sensitive personal information (e.g. medical information, religion, philosophical or political beliefs, financial data) in your application.
* Supplying us with goods or services, whether as a creator or otherwise. Suppliers such as creators may provide us with information which may include a contact name; email address; address; age, gender, and, if needed, telephone number, sizes, and whether you have children or pets.
We will use your information we collect in the following ways:
* To fulfill our obligations arising from our contract with you i.e. to provide you with our Services;
* To set your details up as a contractor on our systems.
* To liaise with you about projects that we are undertaking with you.
* To deliver information about our products and services, where you have subscribed to receive same.
* To ensure payment of your invoices.
2.4 Creator Responsibilities.
Creator is responsible for all activities that occur in its account and Creator’s compliance with this Agreement. Creator shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Content; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Content and Services, and notify Twirl promptly of any such unauthorized access or use; (iii) provide all Content in compliance with the requirements as set forth on the Site (including, without limitation, the timely submission of the Content); and (iv) comply with all applicable local, provincial, state, federal and foreign laws in providing the Content and using the Services.
2.5 Use Guidelines.
Creator shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, creative derivative works of, or otherwise commercially exploit or make the Content or Services available to any third party (except that Creator may provide Content to Twirl’s customer as directed by Twirl); (ii) use the Content or Services to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) use the Services to send or store, or provide Content that is, infringing, obscene, threatening, libelous, or otherwise unlawful or tortious, including material that is harmful to children or violates third-party privacy or publicity rights; (iv) use the Services to send or store Malicious Code; (v) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (vi) incorporate into the Content any content, information or materials to which third parties have any rights, whether by patent, copyright, trade secret or otherwise (“Third Party Materials”), unless the Creator has express written permission to incorporate such Third Party Materials without any additional expense to Twirl, and such express written permission must be (A) consistent with all rights granted to Twirl under this Agreement, and (B) provided to Twirl upon submission of the Content; or (vii) attempt to gain unauthorized access to the Services or its related systems or networks.
2.6 Publicity.
Neither party may issue press releases relating to this Agreement without the other party's prior written consent. Twirl may include the name and logo of Creator in lists of Creators or vendors.
2.7 Non-Disparagement.
Creator shall not make any statements or references (orally, in writing, on social media, or otherwise) to any third party that disparage, ridicule, deprecate, condemn, criticize or malign Twirl, the Services, the Content, or Twirl’s business or operations.
3. Fees.
Twirl shall make available certain opportunities to create Content through the Services, which Creator can apply for. The Fees payable for such Content shall be specified through the Services. Creator shall be entitled to such Fee where (i) they apply to creator such Content through the Services; (ii) that application is accepted; (iii) they provide the Content within the timelines specified; and (iv) such Content is accepted by the applicable end customer.
4. Invoicing and Payment.
Subject to the conditions in Section 3 having been satisfied in full, Creator may submit their bank information and issue an invoice for the Fees specified in the applicable accepted application(s) in respect of the submitted Content, through Lumanu, our trusted partner for onboarding and payment processing: https://www.lumanu.com/
Such invoices, once approved and processed by Lumanu, shall typically be paid within 14 business days. However, Twirl is under no obligation to pay Fees related to any disputed invoice.
Creator is responsible for maintaining complete and accurate billing and contact information with Lumanu to ensure a seamless payment process.
5. NON-CIRCUMVENTION.
5.1 Payments Through Twirl. Creator acknowledges and agrees that Creator may be introduced to customers (“Customers”) of Twirl in the course of providing the Content as a result of significant investment and effort by Twirl. With respect to each Customer identified or to which Creator is connected via the Services, for the term of Creator’s connection or other relationship with such Customer in relation to the Services, and for 12 months thereafter (with respect to each such Customer, the “Non-Circumvention Period”), Creator agrees to use the Services as the Creator’s exclusive method to provide Content to such Customer and receive payments for work from such Customer. If Creator uses the Services as an employee, agent, or representative of an entity, then the Non-Circumvention Period and restrictions above apply with respect to such Creator and the other employees, agents, or representatives of such entity or its successor when acting in that capacity If Creator is aware of a breach or potential breach of this non-circumvention provision, Creator will submit a confidential report to Twirl at creators@usetwirl.com.
5.2 Communication Through Twirl. With respect to each Customer identified or to which Creator is connected via the Services, during the Non-Circumvention Period applicable to such Customer, Creator (i) will use the Services as the sole manner to communicate with such Customer; (ii) will not provide contact information (including any phone number, email address, social media handles, or other communication methods and tools) (hereinafter, “Contact Information”) of Creator to such Customer; (iii) will not use any Contact Information of such Customer to communicate with, solicit, contact, or find such Customer outside of the Services; (iv) will not ask for, provide, or attempt to identify through public means the Contact Information of such Customer; and (v) will not include any of Creator’s Contact Information or means by which any of Creator’s Contact Information could be discovered in Creator’s account, except as otherwise provided by Twirl.
5.3 Breach of Non-Circumvention. Creator understands and agrees that if Twirl, in its sole discretion, determines that Creator has violated this Section 5, Twirl may, at its option, (i) terminate Creator’s account and/or suspend Creator’s use the Services, and/or (ii) charge Creator for all losses and costs (including any and all time of Twirl’s internal workforce) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees. This Section 5 still applies if Creator chooses to cease using the Services and wishes to continue working with a Customer after Creator ceases using the Services. Creator agrees to notify Twirl immediately if any person suggests making or receiving payments other than through the Services in violation of this Section 5 or if Creator receives unsolicited contact outside of the Services. Creator acknowledges and agrees that a violation of this Section 5 is a material breach of this Agreement.
6. OWNERSHIP RIGHTS.
6.1 Rights to Content.
Intellectual Property Rights in or arising out of or in connection with the Submitted Content (other than Intellectual Property Rights in any Products) shall be owned by the Creator. The Creator may give the Brand written notice (through the Twirl Platform) to take down any Final Content posted online which includes the Creator's personal identity (such as their face or other identifying factors) at any time after 12 months from the date of first publication of the Final Content. The Creator grants to Twirl a fully paid-up worldwide non-exclusive transferable sub-licensable royalty-free perpetual and irrevocable licence to use, copy and edit (provided that it does not change the character of Creator) the Final Content to the Customer.
6.2 Rights to the Services.
Subject to the limited rights expressly granted hereunder, Twirl reserves all rights, title and interest in and to the Services and Content, including all related intellectual property rights. No rights are granted to Creator hereunder other than as expressly set forth in this Agreement. Creator is permitted to access the Services solely for the purposes of Creator’s creation of Content hereunder.
6.3 Restrictions.
Creator shall not (and shall not allow any third party to): (i) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (ii) circumvent any user limits or other timing or use restrictions that are built into the Services; (iii) remove any proprietary notices, labels, or marks from the Services; (iv) frame or mirror any content forming part of the Services; or (v) access the Services in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Services; or (vi) otherwise use the Services in violation of applicable law (including any export law) or outside the scope expressly permitted under this Agreement. Creator may not use any Content or any excerpt from any Content to promote its products or services. External citation to the Content is prohibited without Twirl’s express written permission.
6.4 Suggestions.
Twirl shall have royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual, unrestricted license to use or incorporate into the Services and/or any other products or services any suggestions, enhancement requests, recommendations or other feedback provided by Creator or its Users relating to the Services.
6.5 Third-Party Services.
Twirl and/or the Services may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Additionally, Creator may enable or log in to the Services via various online Third-Party Services, such as social media and social networking services. Creator’s access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide Twirl with access to certain information that Creator has provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within the Services, please see our Privacy Policy. Twirl has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. Twirl encourages Creator to review the privacy policies of the third parties providing Third-Party Services prior to using such services. Creator, and not Twirl, will be responsible for any and all costs and charges associated with Creator’s use of any Third-Party Services. Twirl enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings Creator has with third parties while using the Services are between Creator and the third party. Twirl will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.
7. CONFIDENTIALITY.
7.1 Definition of Confidential Information.
As used herein, “Confidential Information” means all confidential and proprietary information of Twirl disclosed to Creator, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement, the Content, the Services, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Twirl; (ii) was known to Creator prior to its disclosure by Twirl without breach of any obligation owed to the Twirl; (iii) was independently developed by Creator without breach of any obligation owed to Twirl; or (iv) is received from a third party without breach of any obligation by Creator or such third party owed to Twirl.
7.2 Confidentiality.
Creator shall not disclose or use any Confidential Information for any purpose outside the scope of this Agreement, except with Twirl’s prior written permission.
7.3 Protection.
Creator agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).
7.4 Compelled Disclosure.
If Creator is compelled by law to disclose Confidential Information, it shall provide Twirl with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Twirl’s cost, if Twirl wishes to contest the disclosure.
8. WARRANTIES AND DISCLAIMERS.
8.1 Warranties.
Each party warrants that it has the legal power to enter into this Agreement. Creator represents, warrants and agrees: (i) to provide the Content in a professional and workmanlike manner; (ii) none of the Content or any part of this Agreement is or will be inconsistent with any obligation Creator may have to others; (iii) all Content under this Agreement will be Creator’s original work and none of the Content (nor any creation, reproduction, use, production, distribution or exploitation thereof) will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Creator); (iv) to the best of Creator’s knowledge, the Content is accurate; (v) the Content will not be scandalous, defamatory, slanderous, libelous, obscene, constitute an invasion of privacy, violate any other personal rights, or otherwise be unlawful; (vi) all information that Creator provides to Twirl, including without limitation the information provided by Creator to Twirl for conducting background checks, are complete, true and accurate; and (vii) Creator has the full right to allow it to provide Twirl with the assigns and rights provided for herein.
8.2 Disclaimer.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, Twirl MAKES NO REPRESENTATIONS AND PROVIDES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, INCLUDING ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Twirl FURTHER DISCLAIMS ALL WARRANTIES (I) THAT THE SERVICES PROVIDED WILL BE FREE FROM ERRORS, OMISSIONS, DEFECTS, OR DELAYS IN OPERATION, OR FROM TECHNICAL INACCURACIES OR OTHER ERRORS; (II) THAT THE SERVICES SHALL NOT INFRINGE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY; (III) THAT THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION.
9. INDEMNIFICATION.
9.1 Indemnification by Creator.
Creator shall, at its own expense, defend, indemnify and hold harmless Twirl, its Affiliates and its and their directors, officers, employees and agents (the “Twirl Indemnitees”) against losses, damages, expenses or costs (including but not limited to reasonable attorneys' fees) arising in connection with any action, suit or proceeding brought by a third party against any of the Twirl Indemnitees alleging that (a) Content provided by the Creator infringes or misappropriates the intellectual property or other rights of, or has otherwise harmed, a third party, or (b) Creator breached its warranties under Section 8.1 or any other term of this Agreement (“Creator Claims”). Twirl shall notify Creator promptly in writing upon becoming aware of all pending Creator Claims; provided that Twirl’s failure to do the foregoing will not limit Creator’s obligations except to the extent Creator is materially prejudiced hereby. Creator shall not settle any Creator Claims without Twirl’s written consent, or compromise the defense of any such Creator Claims or make any admissions in respect thereto.
10. LIMITATION OF LIABILITY.
Except as expressly and specifically provided herein:
Nothing in these Terms of Use excludes the liability of Twirl:
Subject to clause 12.1 and clause 12.2:
11. TERM AND TERMINATION.
11.1 Term of Agreement.
This Agreement shall commence as of the Effective Date and shall continue in effect until terminated by either party (“Term”). Either party may terminate this Agreement without cause on not less than 1 days’ prior written notice, or by otherwise following any termination mechanism provided for within the Services.
11.2 Termination by Twirl.
Creator agrees that Twirl, in its sole discretion, may suspend or terminate Creator’s account or use of the Services and remove and discard any Content within the Services, for any reason, including for lack of use or if Twirl believes that Creator has violated or acted inconsistently with the letter or spirit of this Agreement. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of Creator’s use of the Services, may be referred to appropriate law enforcement authorities. Twirl may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. Creator agrees that any termination of Creator’s access to the Services under any provision of this Agreement may be effected without prior notice, and acknowledges and agrees that Twirl may immediately deactivate or delete Creator’s account and all related information and files in Creator’s account and/or bar any further access to such files or the Services. Further, Creator agrees that Twirl will not be liable to Creator or any third party for any termination of Creator’s access to the Services.
12. Dispute Resolution
12.1 Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Act 1996.
12.2 The number of arbitrators shall be one, unless the parties agree otherwise.
12.3 The seat of arbitration shall be London, England.
12.4 The language to be used in the arbitral proceedings shall be English.
12.5 The parties undertake to keep confidential all awards, decisions, and other documents produced by the arbitrators or arbitral institution in the course of the arbitration.
GENERAL PROVISIONS.
If the Creator fails to perform the Services by the applicable dates or supplies Services that do not comply with the requirements of clause 2.4 Twirl shall without limiting or affecting other rights or remedies available to it have one or more of the following rights:
These Conditions shall extend to any substituted or remedial services provided by the Creator. Twirl's rights and remedies under these Terms of Use are in addition to and not exclusive of any rights and remedies implied by statute and common law.
Nothing in these Terms of Use is intended to or shall operate to create a partnership between the parties or authorise either party to act as agent for the other and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty the assumption of any obligation or liability and the exercise of any right or power).
The Creator agrees that neither Twirl nor any Creator is bound by any exclusivity obligations in relation to the provision of the Services by the Creator.
Saves as otherwise set out here these Terms of Use do not confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.
Any notice required to be given shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its registered address or such other address as may have been notified by that party for such purposes or sent by email to the other party's email address as follows:
each as may be updated from time to time by notice in writing to the other party. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission (as shown on the sender’s server).
These Terms of Use and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms of Use or its subject matter or formation (including non-contractual disputes or claims).