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Last Updated: September 2022 Affiliates Welcome to ​ ​ ​ ​ The following Zems Entertainment Terms & Conditions (the “Zems Business Terms”) govern your access to and the use of Zems Business (“Zems Business”) by Zems International Ltd. and its subsidiaries Zems Entertainment Limited. (London, United Kingdom), as applicable (collectively, “Zems”, “We”, “Us” or “Our”) and “You” or “User” means you as a user of Zems Business. Please read these Zems Entertainment Terms & Conditions carefully before you start using the Zems Entertainment website. By using the Zems Entertainment website, you, either individually or on behalf of your employer or any other entity which you represent (“you”), accept and agree to be bound and abide by these Zems Entertainment Terms and Zems’s Payment Terms, found here (the “Payment Terms''), which is incorporated herein by reference. You further acknowledge, you have read and understood our Privacy Policy, found here. If you do not want to agree to these Terms or the Privacy Policy, you must not access or use the Zems Entertainment Website. In case you register or use Zems Entertainment on behalf of your employer or another entity, you represent and warrant that you are authorised to bind your employer or such entity to these Zems Entertainment Terms and you agree to these Zems Entertainment Terms on their behalf. ​ There are various types of user accounts: Affiliate, Recruiter and Admin. Except where otherwise indicated, these Zems Entertainment Terms apply to all users and the term “you” shall refer to the User(s) or Member(s) and all types of Account(s). Zems Entertainment services is offered and available to users who are at least 13 years of age upon the signing date of the contract and of legal age to form a binding contract. If you are under 13 years of age, you are only permitted to use the Site through an account owned by a parent or legal guardian with their appropriate permission. By using the Site, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site. If you are under the age of 13, you are not permitted to use the Site or Zems Entertainment services. The term “Dashboard” refers to our managing interface system that is intended to assist in the management of job transactions between the defined users, making it easier and more efficient. Affiliates can use the Dashboard to accept a job and to also monitor their present, on-going and historical job processes. They can also access the latest news feed from Zems Entertainment.  Job(s) are the formal agreement between Affiliates and Zems, and Zems and Clients after a purchase was made. Affiliates are creative users who offer their services to Zems which are jobs that fulfill jobs by the clients. Overview (Main terms, in a nutshell) Only registered Affiliates may offer their services on the Zems Entertainment platform.. Registration in principle is free. In registering for an account, you agree to provide us with accurate, complete and updated information and must not create an account for fraudulent or misleading purposes. You are solely responsible for any activity on your account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your account. 1 Definitions and interpretation 1.1            In this Agreement, including the section entitled "Overview", unless the context otherwise requires, the following words shall have the following meanings you our “General Terms & Conditions”: “Job” or “Services” are services offered on Zems. “Jobs” are the formal agreements between a Client and Zems or Zems and an affiliate after a purchase was made using Zems Entertainment platform. “Affiliate”, “Creative” or “Freelancer” are users who offer and perform Services through the Zems Entertainment platform. ​ 2 Zems Entertainment and the User Account 2.1 Dashboard/Account. To access and use Zems Dashboard, you must first register and create an account on the Zems website (“User Account”). When opening a User Account you represent and warrant that you are authorized to bind the User to these Zems Dashboard Terms and you agree to these Zems Dashboard Terms on your behalf and on the Users behalf. You also consent to Zems having access to your personal details entered in line with current GDPR policies. 2.2  Undertakings. By creating a User Account or by joining a Dashboard as a User, Affiliate, Recruiter or otherwise, and creating a User account (“User Account”), you: (i) agree to provide us with accurate, complete, and current registration information; (ii) acknowledge that it is your responsibility to ensure that your password remains confidential and secure; (iii) agree that you are fully responsible for all activities that occur under your Dashboard as well as your User Account; and (iv) undertake to promptly notify us in writing if you become aware of any unauthorized access or use of your Dashboard and/or your User Accounts and/or any breach of these Zems Business Terms. The Client and you, jointly and severally, will be responsible and liable for any losses, damages, liability and expenses incurred by us or a third party, due to any unauthorized usage of the Dashboard by either you or any other user or third party on your behalf. On the Company’s request, you will immediately return any Confidential Information which you hold and, if you are required to do so, provide written confirmation that you have complied with this request 2.3 Closure and disabling of accounts. (a) A Dashboard can only be closed by the User, or an Admin on the User’s behalf. Upon closure of a Dashboard, all related User Accounts should be removed from the Dashboard. (b) Zems reserves the right to put a Dashboard or any User Account on hold or permanently disable accounts should we notice any activity that we determine to be fraudulent or inappropriate (including by any User), or due to breach of these Zems Business Terms, the General Terms of Service and/or our Community Standards, by the Dashboard (including by any User). Users with disabled accounts, will not be able to sell or buy on Zems or otherwise use Zems as registered users. 2.4 Purchasing On Zems (a) Payments Terms. Please refer to the Payment Terms for making payments for Services Jobbed through the Zems business and to learn about associated fees and taxes. (b) Currencies. The Admin will determine the payment currencies for all purchases made through the Zems business. For more information on local currencies, please refer to the Payment Terms. (c) Invoice. Invoices for purchases made by Clients will be issued in the name of the Client and Invoices for services made by Affiliate(s) will be issued in the name of the Affiliate. (d) Jobs. (a) A Job is completed after it is marked as “Complete” and accepted by the Client who placed the Job or by another representative of the Client. (b) Clients may agree to a fixed contract. During the contract term, a new Job of the same contract will be automatically created on a recurring basis, as agreed between Zems and the Client. Clients may also cancel future Jobs under the contract before payment is made for such future Jobs. Once payment is made, Zems’s Job Cancelation policy under the Payments Terms will apply. Please note that affiliates will only be permitted to cancel future Jobs under the contract no less than 10 days prior to the next consecutive Job start date. (c) We encourage Affiliates to try to settle all Job conflicts amongst themselves using communication with Zems. If such efforts fail you can contact Zems's Admin for assistance here. (e) For more information about disputes, Job cancellations and refunds please refer to the Payment Terms. 2.5 Delivered Files. You (Affiliate) are responsible for scanning all delivered files for viruses and malware. Zems will not be held responsible for any damages which might occur due to site usage, use of content or files transferred. 3. Disclaimer of Warranties. Your use of Zems website, Zems business, its content, and any services or items obtained through the Zems platform is at your own Risk. Zems website, Zems business, its content, and any services or items obtained through the Zems platform are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or express or implied.  Neither Zems website nor any person associated with Zems makes any warranties or representation with respect to the completeness, security, reliability, quality, accuracy or availability of the website.  The foregoing does not affect any warranties which cannot be excluded or limited under applicable law. 4. Limitation on Liability. In no event will Zems, its affiliates or their licensors service provides, employees, agents, officers or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use the Zems Dashboard, Zems business, any websites linked to it, any content on Zems Business or such other websites or any services or items obtained through Zems business or such other websites, including any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress. Loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable. The foregoing does not affect any liability which cannot be excluded or limited under applicable law.  The term “Affiliate” referred to herein, is an entity that, directly or indirectly, controls, or is under the control of, or is under common control with Zems, where control means having more than fifty percent (50%) voting stock or other ownership interest or the majority of voting rights of such entity. 5. General Terms 5.1 Confidentiality. (a) Affiliates are obligated to treat any information received from the Client as highly sensitive, top secret and classified material. For more information see the Confidentiality section in the General Terms of Service. (b) Certain information relating to Zems (including Zems Business) and features thereof may be disclosed to Users participating in a design partnership program for the purpose of providing feedback to us (“Design Partners”). This information is sensitive and of confidential nature and you shall not disclose it to anyone without obtaining our prior permission. Design Partners undertake to maintain such information in strict confidence, not disclose it to anyone, and not to use it for any purpose other than participating in the design partnership program. We may use any feedback provided to us about any of our services or products without any limitation and without any consideration. You, on behalf of your employer or third party, grant us all rights, title, and ownership of such feedback. You will not acquire any rights or licenses in any of Zems’s services or in any of our IP through your provision of feedback to us. 6. Modifications. We may make changes to these Zems Business Terms from time to time. When changes are made, we will make a new copy of these Zems Business Terms available on this page. You understand and agree that if you use Zems Business after the date on which these Zems Business Terms have changed, your use will be considered as acceptance of the updated Zems Business Terms. 7. Discontinuation of Zems Business. We may add, modify or discontinue any feature, functionality or any other tool, within the Zems Business service, or suspend Zems Business altogether, at our own discretion, at any time, and without further notice. 8. Machine Translation. Certain user-generated content on the Site has been translated for your convenience using translation software powered by Amazon Translate. Reasonable efforts have been made to provide an accurate translation, however, no automated translation is perfect nor is it intended to replace human translators. Such translations are provided as a service to users of the Site, and are provided "as is". No warranty of any kind, either expressed or implied, is made as to the accuracy, reliability, or correctness of such translations made from English into any other language. Some user-generated content (such as images, videos, Flash, etc.) may not be accurately translated or translated at all, due to the limitations of the translation software. The official text is the English version of the Site. Any discrepancies or differences created in the translation are not binding and have no legal effect for compliance or enforcement purposes. If any questions arise related to the accuracy of the information contained in the translated content, please refer to the English version of the content which is the official version. 9. Payment of services rendered. Upon completion of the work, your job will be marked as completed (you will be notified via the dashboard).  Once notified it will be your responsibility to issue an invoice direct to Zems Entertainment in respect of products or services supplied, or to be supplied based on the agreed fee ( reference of which can be found in your dashboard).  All invoices received are subject to payment within 30 days from receipt of invoice. Upon completion the title in the goods or services shall remain with the Company, unless otherwise stipulated in the Order. 9.1 All payments shall be made into your designated bank account details supplied on the invoice in arrear of any services concluded once confirmed by Zems Entertainment.  All payment details should be clearly defined on any issued invoice, to avoid any delay in payments. 10. Affiliate packages Affiliate packages - refers to the monthly commitment of your services and determines the way in which you are prioritised when receiving a job.  The commitment is to a rolling monthly contract. Monthly payments will be taken by direct debit, and are to be paid in advance for the upcoming month ahead and are non-refundable. However, once paid you can still access the services on the Zems Entertainment platform. Basic - Free - ? Standard - £14.99/ per month - ? Premium - £29.99/ per month - ? ​ 11. Cancellation Policy The monthly cost is liable to annual minimal changes in line with market conditions without prior warning. Subscriptions will auto renew if not cancelled one month after the select package begins. Please note there is no cooling off period once a package is purchased. To add: Prohibiting the promotion of oneself Security Communiication / contact with clients Hours of work  Cancellation policy  Restrictive covenants Storage of data & GDPR Ownership of contacts/ affiliates/ clients/ jobs added to the database 12. Prohibiting the promotion of oneself 13. Communication / contact with clients All contact shall be managed via the Zems entertainment business between the client and the affiliate. Any contact to be made with the client will be done via the specified routes, and such contact will cease to exist after the completion of a project. Any dealing with affiliates and / or client contacts who are subsequently added to the Zems database shall belong to Zems.  Therefore all contacts who are into the database shall belong and be solely owned by the Zems business only. This includes, but is not limited to clients, affiliates and jobs contacts.  Zems reserves the rights to all information held on the database. 14. Hours of work  Refer to any time spent working for the purpose of the client and in order to fulfil the criteria set out in the client brief. Payments of services will not be complete until the project is deemed “complete” by Zems Entertainment. Hours of work are Monday to Friday, but are not limited to Saturday and sundays.  Where overtime is worked this will not accrue any additional overtime. 15. Restrictive covenants 16. Data Protection  1.1               To the extent that any data or information provided by the recruiter to the Client is personal data (as defined in the Data Protection Legislation) of an affiliate, the Supplier will be a data controller of such personal data and shall be responsible for ensuring that, in accordance with the applicable Data Protection Legislation, it has provided all necessary fair processing information to the affiliate and has taken appropriate steps to legitimise the disclosure of such personal data to the Client. 1.2               The parties acknowledge that the Client will also be a data controller of the personal data disclosed to the Client by the Supplier under this Agreement and accordingly the Company shall: (a)        comply will all of its legal obligations under the Data Protection Legislation which arise in connection with its processing of such personal data; and (b)        process such personal data only for purposes compatible with determining whether to engage Candidates (save to the extent that the Client has legitimised its processing of such personal data for another purpose either by obtaining consent from the Candidate or using an alternative method to legitimise such processing in accordance with the Data Protection Legislation and provided fair processing information to the Candidate in relation to this purpose). 1.3               Each Party shall deal promptly and in good faith with all reasonable and relevant enquiries from the other Party relating to its processing of personal data under this Agreement. 1.4               Each Party shall, if it receives any communication or request from a regulator, Candidate or third party which relates to the other Party’s processing of personal data under this Agreement (including any actual or alleged breach of the Data Protection Legislation) without undue delay forward such communication to the other Party and provide reasonable cooperation and assistance to the other Party in relation to the same. 1.5               For the purpose of this clause 9, “data controller”, “personal data” and “processing” shall have the meanings given to them in Data Protection Legislation. ​ 17. Ownership of contacts/ affiliates/ clients/ jobs added to the database ​ Any dealing with affiliates and / or client contacts who are subsequently added to the Zems database shall belong to Zems.  Therefore all contacts who are into the database shall belong and be solely owned by the Zems business only. This includes, but is not limited to clients, affiliates and jobs contacts.  Zems reserves the rights to all information held on the database. ​ 18. The Affiliate shall not: ​ (a)        disclose any of the contents of its written advice or discussions with the Zems business, to any Client; (b)        make any representations, warranties, claims or guarantees to any third party about the Zems business or its business that are false or misleading or inconsistent with those contained in any current literature or documentation distributed by the Zems business; (c)        make any statement, orally or in writing, publicly or privately, or do any act or otherwise conduct itself in such a manner as will or may disparage, denigrate or be detrimental to the Zems business or its affairs and shall not authorise or permit any third party to do the same; (d)        send or otherwise provide any speculative curriculum vitaes or ‘such similar candidate representation documentation’  to any employee of any member of the Group; and (e)        enter into any contracts or binding commitments on behalf of, any member of the Zems business or make any representations or create or permit any expectations to be held regarding potential employment with the Client. 18.1 The affiliate shall procure that they shall not, during the term of this Agreement and for a period of 12 months following termination of this Agreement either on Zems’ behalf or on behalf of any other third party, directly or indirectly solicit or entice away from Zems clients of the Zems business. 19. Advertising  This is intended for the sole purpose of attracting affiliates to any upcoming vacancies with the purpose of the affiliate filling the job vacancy advertised. ​ ​ ​ ​ ​ ​ ​ ​

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