General Terms and Conditions (GTC) for Creators

The General Terms and Conditions for Creators apply to all contracts concluded between we are era GmbH (hereinafter referred to as “We Are Era”) and Creators or their agencies (hereinafter referred to as “Contractual Partner”) concerning participation in the festival and the provision of services as Speaker/Panelist/Host. These GTC extend to all main and ancillary services.

We Are Era reserves the right to amend these GTCs from time to time. The most current version is the one that applies to the ordered provision of services. If the changes involve material changes that affect Contractual Partner rights and obligations, We Are Era will notify Contractual Partner prior to the change taking effect using reasonable methods, such as through the website or by email. Unless otherwise specified, updates to the GTC will become effective upon publication of the same on the Website. Contractual Partner is aware that the continued provision of services after an update to these GTC has been published means that Contractual Partner freely agrees that the updated GTC are binding.

1. Subject matter and conclusion of the contract

1.1 The subject matter of the contract shall be the respective services specified in the submitted offer. The offer shall contain, in particular, details of the type and scope of the services, the performance periods as well as the consideration of Contractual Partner. The offer shall be submitted to the Contractual Partner in writing (electronic form is sufficient).

1.2. By accepting the offer, the contract between We Are Era and Contractual Partner comes into effect on the terms and conditions stated in the offer and the declaration of acceptance, as well as under inclusion of these GTC. The declaration of acceptance by the contractual Partner must also be made in writing (electronic form is sufficient).

1.3. Express provisions which have been jointly agreed by the parties in the offer or in the declaration of acceptance in deviation from these GTC shall take precedence.

2. Service provision

2.1. The contracting party shall provide its services personally as a matter of principle. Insofar as Contractual Partner concludes the Agreement with We Are Era as an agency of Creator in its own name and for its own account, Contractual Partner shall provide the services of Creator to We Are Era as agreed. Contractual Partner shall ensure and vouch for the fact that Creator renders its performance in accordance with the agreement.

2.2. Contractual Partner receives a briefing from We Are Era before the service is provided. The content of the briefing, in particular do’s and don’ts, must be complied with by the Contractual Partner or Creator as part of the provision of the service.

2.3. Contractual Partner is obligated to ensure that the Code of Conduct of the festival (https://videodays-festival.com/code-of-conduct/) as well as the applicable safety and hygiene concept (notice on site) are adhered to and that the instructions of the responsible safety and hygiene personnel are followed during Creator’s participation in the festival.

2.4. If the service provision according to the offer also includes the promotion of the festival by Creator, e.g., in the form of postings on the social media channels of Creator and/or We Are Era, Contractual Partner shall be obliged or shall ensure that the guidelines of the platform(s) and the Content creation guidelines for Creators be complied with.

Furthermore, Contractual Partner is obligated to ensure that all legal labeling obligations are complied with in the context of advertising the festival on Creator’s social media channels (FAQs on the topic of “Advertising in Social Media” available at: Guidelines for Advertising Labeling State Media Authorities).

We Are Era shall have a total of two opportunities to submit change requests regarding the respective commissioned Posting to Creator. The change requests must be made in writing (e-mail is sufficient) to Creator within five (5) business days after receipt of the respective commissioned Posting. As far as the change requests are changes that can be made in the course of post-production (change of texts, links, other video cuts, effects, use of already created photo or film material, etc.) or changes that result from an insufficient and deviating implementation of the specifications made in the briefing by Creator, Creator will make these changes without additional costs. We Are Era is not liable for any resulting delay.

Contractor shall provide to We Are Era within 7 days after the end of the Festival, and as requested by We Are Era, all relevant or requested by We Are Era and non-confidential data and analytics (hereinafter “Insights”) on the Assigned Postings for evaluation purposes, including but not limited to: Views, Likes/Dislikes, Favorites, Call Retention, Demographics, Social Shares, and Annotation Click-through Rates/Completion Rates.

2.5. The deadlines and conditions for the performance of services agreed in the offer shall be bindingly observed by Contractual Partner or Creator.

Should Contractual Partner or Creator be unable to meet these deadlines and requirements through no fault of its own (e.g., due to illness or other hindrance), Contractual Partner shall inform We Are Era of this immediately and, if applicable, shall inform Creator of the fact. upon request by We Are Era, to substantiate the reason for the absence through no fault of their own (e.g., by submitting a medical certificate). With regard to any commissioned Postings, contractual Partner shall be obliged or shall ensure that Creator is available for a replacement date at the next possible time in consultation with We Are Era, without receiving separate remuneration for this.

In the event of culpable non-compliance with the deadlines and requirements set forth above, the following shall apply:
– In the event of a late submission of the commissioned Postings by Creator or if the publication deadline for a commissioned Posting was exceeded for reasons for which Creator is responsible, contractual Partner shall be obligated or shall ensure that Creator provides a compensation service to be determined by We Are Era at its reasonable discretion. Contractual Partner or Creator will not receive any separate remuneration for the compensation service.
– If the festival participation or the publication deadline for a commissioned Posting has not taken place or has been exceeded by more than 4 days for reasons for which Creator is responsible, We Are Era has the right to terminate this contract immediately, irrespective of the right to compensation. After termination of the contract, Contractual Partner or Creator shall only have a pro rata claim to remuneration for the services already rendered up to termination; beyond this, the claim to remuneration shall lapse.

2.6. Unless otherwise agreed, We Are Era is not obliged to accept partial performance.

3. Granting of rights

3.1. Contractual Partner grants We Are Era the following rights of use to the image and sound recordings made by Creator in the course of participation in the festival:

– Organic: use unrestricted in terms of content, time and place, in particular for the purpose of reproduction, editing (while respecting personal rights), distribution and making available to the public, but exclusively in connection with the festival;
– Paid: use unrestricted in terms of content, time and place, but exclusively in connection with the festival, for the purpose of advertising promotion per Mediapush activities, e.g. in the form of story, reel, and/or video, on all of the festival’s websites and or social media channels.

3.2. For the purpose of the presentation to potential sponsors as well as the announcement and promotion of the festival on our and/or the festival website as well as the social media channels of the festival, contractual Partner We Are Era grants the right, unlimited in content, time and space, to use the name, image, voice and likeness of Creator, in particular to reproduce, distribute and make publicly available, but exclusively in connection with the festival. For this purpose Creator We Are Era provides suitable material (current photos, videos, etc.) as agreed.

3.3. If in addition to the festival participation of Creator the production and publication of social media postings on the social media channels of Creator was agreed upon, the contractual Partner We Are Era grants the organic right to the commissioned postings to share/repost them on the social media channels of the festival. Any restrictions in terms of content, time and space result from the offer.

3.4. The Contractual Partner warrants and represents that all aforementioned rights are transferred to We Are Era in a timely manner, without objection and free of charge, and that the exercise of the rights by We Are Era or its licensees does not violate any rights of third parties.

3.5. We Are Era is not obligated to exploit the aforementioned rights and services granted by Contractual Partner.

4. Compensation

4.1. Contractual Partner shall receive the flat-rate remuneration agreed in the offer after complete performance of the service, i.e., after festival participation and, if agreed, after publication of the last commissioned posting, within 30 days after proper invoicing or, if possible, by way of credit note.

4.2. The lump-sum remuneration shall apply to the settlement of all services owed as well as any rights granted on the basis of the contract. A set-off with disputed and not legally recognized counterclaims is excluded for contractual Partner. The same shall apply to the assertion of rights of retention.

4.3. Contractual Partner agrees that the compensation shall be inclusive of all other taxes, duties, fees and surcharges and that Contractual Partner shall be responsible for all current and future taxes, fees and assessments due for services performed under this Agreement. We Are Era shall pay the obligatory levies to the artists’ social insurance fund insofar as they are incurred for the commissioned service.

4.4. If Creator’s management/agency invoices We Are Era in the name and on behalf of Creator for the service rendered, the invoice shall state the addition “in the name and on behalf of Creator” as well as Creator’s full address and tax number. Management/Agency is solely responsible for the full payment of remuneration as well as the payment of taxes (sales tax, trade tax, etc. as applicable), social security contributions, any copyright interests for the Creator provided and indemnifies We Are Era from any claims. Upon payment of We Are Era’s remuneration to the management/agency, there are no longer any claims against We Are Era.

4.5. For the purpose of clarification, Contractual Partner is obliged to provide the following documents at the request of We Are Era:

– A certificate from the tax office or tax advisor of Contractual Partner stating the tax ID and the competent tax office and reference to the assessment for value added tax (VAT).
– Further evidence showing that the Contractual Partner is self-employed for the activity covered by the contract, such as, for example, a certificate from the KSK, a status decision from the German Pension Insurance or the KSK, a trade certificate and/or proof from the health insurance company that contributions have been properly paid.

If the aforementioned documents are not provided in full, We Are Era shall be entitled to deduct and pay the statutory wage tax and statutory social security contributions from the remuneration.

4.6. If Contractual Partner is not subject to unlimited tax liability in Germany, We Are Era may be required by law to withhold a certain percentage of the remuneration payable to Contractual Partner. If Contractual Partner can prove an exemption to the Federal Central Tax Office, this withholding tax rate is reduced to the rate applicable under the double taxation agreement. Contractual Partner is advised that it is possible that, despite the deduction made for them, they will still have to file a tax return in Germany and that, despite the tax deduction made by We Are Era, they may still be liable for tax in Germany or in the state or states in which they have their residence.

4.7. Unless otherwise agreed in the offer, We Are Era will take care of the booking and cost absorption for the travel (train, 2nd class) to and from the festival as well as accommodation (hotel, cat. MotelOne) of Creator.

5. PR and self-promotion

Contractual Partner hereby grants We Are Era the exclusive right, unlimited in terms of content, time and place, to exploit and make publicly available the services owed as well as the name, likeness, image and voice of Creator connection with the Festival for PR and communication purposes.

6. Assurance and warranty

Contractor and/or Creator represents and warrants as follows:
– The existence and unencumberedness of the rights and powers transferred or granted as well as the power of disposal in this respect;
– The services provided by Creator do not constitute defamation, slander, invasion of privacy or violation of personal rights or representations of any moral or legal person;
– The Services provided by Creator do not in any way constitute an infringement or violation with respect to any intellectual property rights or other proprietary rights owned or controlled by any third party. To the extent applicable, Creator will secure all necessary rights and authority to use any Third Party Materials included in the Services;
– If Social Media Posting is agreed upon by Creator, the statements made by Creator in the Postings will reflect in detail and honestly the opinion of Creator. In the context of Postings, all relevant terms and conditions (including regarding use, privacy and the like) of any platform, media or website through which Creator distributes Content will be complied with. In addition, all whitelisting requirements for the relevant platforms, as specified by the platforms and/or We Are Era, are met;
– Creator is compliant with all relevant legislation and regulations;
– Creator has not committed and will not commit any criminal act or commit any act by which We Are Era and/or Festival sponsors are publicly discredited or subjected to contempt, scandal or ridicule;
– Creator shall not, directly or indirectly, make any bribe to any Government Official or otherwise influence or cause any Government Official to make any favorable, unlawful act, influence any official decision or otherwise act in violation of the anti-corruption laws of any third country in which Creator may provide the Services under this Agreement;
– If social media postings by Creator have been agreed, Creator will keep them online on the social media channels for at least 12 months from the date of publication, unless otherwise agreed.

Failure to comply with the requirements set forth in this sec. made representations and warranties entitles We Are Era to terminate the contract without notice.

7. Press releases and press relations

Press releases, interviews, announcements or other communications to the public that refer or refer to the content of the Offer, the activities of Contractual Partner and/or Creator for We Are Era, the Festival or their content require the prior written (e-mail is sufficient) consent of We Are Era. Contractual Partner is not permitted to use their name or that of Creator with reference to the activity for We Are Era for the purpose of advertising for third parties.

8. indemnification/release

Contractual Partner shall indemnify and hold We Are Era harmless against all losses, liabilities, claims, damages, costs and expenses, including but not limited to reasonable attorneys’ fees, for all third party claims arising out of:
– a breach of this Agreement;
– arise from any claim for infringement or misappropriation of a third party’s intellectual property (including, without limitation, rights of privacy, publicity, patents, copyrights or other proprietary rights owned or controlled by third parties) relating to the Services provided by Contractor or Creator under this Agreement; and
– claims resulting from negligence, gross negligence or intentional misconduct of Contractual Partner and/or Creator.

9. term, termination/termination

9.1. The contract is subject to the condition precedent that the financing of the festival is closed. We Are Era will inform Contractor immediately, unless funding is closed and therefore the festival will not take place.

9.2. This Agreement shall terminate automatically, without notice, upon the earlier of the complete performance by both parties under this Agreement or the termination of the Festival. Furthermore, the contract period ends if the realization of the festival is discontinued (condition subsequent). In this case, We Are Era shall be released from further payments to Contractual Partner. Contractual Partner shall only be entitled to an appropriate partial remuneration claim for services rendered up to the time of termination.

9.3. The right to ordinary termination of the contract is excluded. This shall not affect the right of both contracting parties to terminate the contract for cause. Good cause for We Are Era shall be deemed to exist in particular if contractual Partner breaches material obligations arising from the contract and these GTC. Material duties include, in particular, breaches of confidentiality obligations and breaches of the obligations set forth in sec. 6 regulated duties. Termination for cause due to a breach of material contractual obligations shall be preceded by a warning with a reasonable deadline for remedying the breach of contract, unless a warning is unreasonable.

9.4. Any termination must be in writing. Termination by e-mail is not sufficient for the written form.

10 Limitation of Liability and Statute of Limitations

10.1. We Are Era shall only be liable for damages resulting from injury to life, body or health that are based on an intentional or negligent breach of duty or tortious act by We Are Era or its vicarious agents, as well as for other damages that are based on an intentional or grossly negligent breach of duty or tortious act by We Are Era or its vicarious agents. The liability of We Are Era for simple negligence is limited to the typically foreseeable damage. Any liability for damages due to force majeure as well as for lost profits and all consequential damages are excluded.

10.2. Claims against We Are Era for damages arising from injury to life, body or health that are based on an intentional or negligent breach of duty by We Are Era itself or its vicarious agents are subject to the statutory limitation period. All other claims against We Are Era arising from a breach of contractual duty shall become time-barred one year after the statutory commencement of the limitation period, unless they are based on intentional or grossly negligent conduct.

11. Secrecy

11.1. Contractual Partner undertakes to keep all confidential information strictly confidential. Further, Contractor or possibly any of the respective employees shall not use Confidential Information to any extent for any purpose other than as provided in this Agreement. Contractual Partner undertakes to exercise its reasonable control to prevent and limit the unauthorized disclosure of such Confidential Information by Creator.

11.2. Confidential Information includes, but is not limited to, the Contract, We Are Era’s identity, the Festival and related disclosures, compensation, proprietary information, work product, and other information and documentation produced under this Contract, unless an express exception is granted in writing.

11.3. Confidential information does not include:
– Information known to contractors prior to disclosure by We Are Era;
– Information in the public domain that did not enter the public domain through no fault of Creator, or
– Information lawfully disclosed to Contractual Partner by third parties prior to its disclosure by We Are Era and which is not subject to third party confidentiality obligations; and d) Information independently developed by Contractual Partner or its respective employees without reference to communications with We Are Era.

11.4. Contractor acknowledges and recognizes that any disclosure or misuse of Confidential Information in violation of this Agreement may cause irreparable harm to the other party or parties, the amount of which may be difficult to ascertain, and accordingly agrees that such other party or parties shall have the right to seek injunctive relief from a court of competent jurisdiction to prevent such breach or threat of breach. These remedies are not considered exclusive remedies, but are in addition to any other remedies available at law or in equity.

11.5. If disclosure of Confidential Information is required by law, regulation or court order, Contractor will promptly notify We Are Era in writing and, to the extent practicable and consistent with Contractor’s legal obligations (as determined in good faith by Contractor’s legal counsel), refuse to disclose so that We Are Era may take any action it deems necessary to protect its Confidential Information.

11.6. This section shall apply for an unlimited period of time even after termination of the contract.

12. Data protection

12.1. Contractual Partner and any person subordinate to him/her who has access to personal data may process such data only on We Are Era’s instructions, unless Contractual Partner or a subordinate is obliged to process it under Union or Member State law. All persons who receive or could have access to the personal data of We Are Era are obliged to maintain confidentiality. The aforementioned obligations shall continue to exist even after the provision of the service has ended.

12.2. The type, scope and purpose for which Contractual Partner may permissibly process the personal data result from a synopsis of the Service Agreement and these GTC. A change in the nature, scope and purpose of the processing requires prior consultation with We Are Era.

12.3. Contractual Partner undertakes in particular to take measures to ensure compliance with data security pursuant to. Implement and maintain Art. 32 GDPR. At a minimum, these must ensure that data:
– always be used and stored in a manner that ensures confidentiality at all times, if possible in encrypted form (state of the art);
– are secured against loss (back-ups);
– only be used on end devices whose confidentiality is ensured by appropriate protective measures (virus protection program, 2FA or MFA; PIN/face recognition, screen lock after 15 seconds of inactivity at the latest);
– be limited to what is necessary in terms of type and scope.

12.4. We Are Era is the contact person for data subject rights according to. Art. 15 – 22 DSGVO with regard to data that are transmitted to the contractual Partner or otherwise come to our knowledge in the course of the provision of services. Contractual Partner shall forward such data subject requests to We Are Era without undue delay, but no later than 10 business days, and, if necessary, assist We Are Era with information on its data processing in responding to the request to the extent required

12.5. If and to the extent that Contractual Partner uses other service providers in the provision of services, this shall require the prior consent of We Are Era. Service providers known at the time of conclusion of the contract shall be named and shall be deemed to have been approved. With regard to all service providers, Contractual Partner shall ensure that the necessary agreements are concluded with them in accordance with. Art. 28 DSGVO and, if applicable, acc. Chapter V GDPR be concluded.

12.6. Contractual Partner shall ensure compliance with this clause by taking appropriate measures. We Are Era is entitled to review these measures on an ad hoc basis at any time and without cause once a year.

12.7. We Are Era processes the personal data of contracting parties particular for the purposes of (copyright) verification vis-à-vis clients. In this case and to the extent required by law, We Are Era is entitled to provide personal data of contracting party to the client. Contractual Partner informs persons affected by this in accordance with. Art. 12 ff. DSGVO, if not already done.

13. Special provisions

The Contracting Parties take note that obstacles directly resulting from the so-called Corona infection (COVID-19 virus infection) may prevent the realization of the Festival. In the event that such obstacles occur, the contracting parties shall inform each other without delay. The service provision and the corresponding festival period/contract period will then be postponed, if possible, without any separate remuneration being incurred by Contractual Partner for this. We Are Era shall have the right to determine performance in this respect. An obstacle in the aforementioned sense is, in particular, an outbreak of infection, a possible infection or a suspicion of infection, and also an official order for quarantine. If, as a result of the aforementioned obstacles, the realization and/or continuation of the campaign/project is impossible or disproportionate, We Are Era shall have the right to terminate the contract irrespective of sec. 9 extraordinary notice of termination.

14. Final provisions

14.1. Should individual provisions be wholly or partially invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by the statutory provisions. The same applies to any regulatory gaps.

14.2. Conflicting GTC or GTC of Contractual Partner that deviate from these GTC shall not be recognized. They become part of the contract exclusively and at most when they have been accepted in writing by the management of We Are Era. They are non-binding even if they have not been expressly contradicted.

14.3. The place of jurisdiction for all disputes arising between the parties from the contractual relationship shall be Berlin, to the extent permitted by law. The contractual relationship shall be governed by German law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.