TERMS AND CONDITIONS OF USE – VELPACT

1. General Information

Velpact is an online platform that facilitates collaboration between companies, agencies, influencers, content creators and other creative service providers.

The platform is operated by:

• Company name: SC New River Pro SRL
• Registered office: loc. Jucu de Sus, nr. 530, jud. Cluj
• CUI: 48765504
• Trade Registry No.: J12/3835/2023
• Contact e-mail: [email protected]
• Website: https://velpact.com

Throughout these Terms and Conditions, the company operating the platform will be referred to as "Velpact", the "Platform" or the "Operator".

By accessing or using the platform, the user confirms that they have read, understood and accepted these Terms and Conditions. If the user does not agree with their provisions, the user must stop using the platform.

2. Definitions

For the purposes of this document:

• Velpact Platform – the website and the digital services made available through the velpact.com domain.
• User – any person who accesses the platform or creates an account.
• Creator – an influencer, UGC creator, photographer, videographer or other content provider who offers services through the platform.
• Brand – a company, agency or other entity seeking promotion services, content or collaborations with creators.
• Campaign – a request published by a brand for the performance of promotion or content creation services.
• Offer – the commercial proposal sent by a creator or a brand for the performance of a collaboration.
• Deal / Pact – the collaboration accepted by the parties, which sets out the services, price, deadlines and other conditions.
• Deal Room – the digital space dedicated to a collaboration, in which the parties can communicate, confirm the conditions, submit content and follow the progress of the project.
• Created Content – the materials produced by the creator within a collaboration, such as videos, photographs, posts, articles, UGC materials or other agreed materials.
• Velpact Commission – the amount owed to the platform for the intermediation and administration services provided.

3. User Eligibility

The platform may be used by natural persons who have reached the age of 18 and by legal entities or their authorized representatives.

The user declares that the information provided at registration is true, complete and up to date. Velpact reserves the right to request additional information or documents in order to verify identity, the representation of a company or the legitimacy of an account.

The user is responsible for keeping their login credentials confidential and for the activities carried out through their account.

4. Account Registration and Management

To use the features that require authentication, the user must create an account.

Depending on the type of account, the user may have access to features such as:

• creating and managing a profile;
• publishing a Media Kit;
• presenting services and rates;
• discovering creators and campaigns;
• sending and receiving offers;
• participating in collaborations;
• using the Deal Room;
• tracking payments and collaborations.

The user undertakes not to create fake accounts, not to use another person's identity and not to provide misleading information. Velpact may suspend or restrict accounts that breach these Terms and Conditions.

5. Creator and Brand Profiles

Creators may publish information about their activity, including: their professional name or business name, a description of their activity, areas of interest, social platforms used, audience statistics, content examples, services offered, rates and collaboration conditions.

Brands may publish information about the company, products, services and the campaigns they wish to run.

Each user is responsible for the accuracy, legality and updating of the information they publish. Velpact does not guarantee the authenticity of all statistics or information entered by users, except where the platform expressly indicates that certain information has been verified.

6. Campaigns and Collaborations

Brands may publish campaigns that include: a description of the promoted product or service, the campaign objectives, the types of content requested, publication requirements, the available budget, execution deadlines and selection criteria.

Creators may apply to campaigns or may receive direct invitations from brands. Brands may select one or more creators.

An application, an invitation or an offer does not, in itself, constitute a final contract between the parties. The collaboration becomes active once the commercial conditions have been accepted and confirmed through the platform's mechanisms.

7. Deal Room, PDF Contracts and Communication Between the Parties

For each confirmed collaboration, Velpact provides a secure digital space called the Deal Room.

The confirmation and acceptance of the commercial terms in the Deal Room automatically generates a contract (Pact) in PDF format with a unique cryptographic identifier (SHA-256 hash) to guarantee the integrity of the document. Signing the agreement through the Velpact account attests to the parties' firm consent, without being equivalent to a qualified electronic signature.

E-mail notifications sent to users are strictly informative and do not contain the direct text of the messages. The full content of conversations, documents and transaction details is accessible only by logging directly into the Deal Room.

Users undertake to communicate properly and not to use the Deal Room to send unlawful, fraudulent or abusive messages.

8. Obligations of Creators

The creator undertakes:

1. To provide truthful information about their identity, experience and activity.
2. To produce the content agreed in the Deal, complying with the brief and the established deadlines.
3. To comply with the legal requirements on advertising and commercial communications (including the rules set by the CNA – Romanian National Audiovisual Council – and consumer protection).
4. Not to make false or misleading statements about the promoted products and services.
5. To hold the rights or permissions necessary for the materials used.
6. To inform the brand if they cannot meet the agreed deadline or conditions.
7. To submit the created content and the proof of publication directly through the Deal Room.
8. Not to use the brand's confidential data for purposes other than those of the collaboration.

9. Obligations of Brands

The brand undertakes:

1. To provide accurate information about the company, products and services.
2. To clearly present the campaign requirements and the intended results.
3. To set a clear budget and clear commercial conditions.
4. To make available the information and materials necessary for producing the content.
5. Not to request from creators any activities that are unlawful or non-compliant with the applicable regulatory framework.
6. To review the content within a reasonable time and in accordance with the conditions set in the Deal Room.
7. To pay the amounts due through the payment mechanisms available on the platform.
8. To respect the content usage rights agreed with the creator.

10. Prices, Commissions and Invoicing

Using Velpact's intermediation and administration services entails the payment of commissions on the transaction value:

• Commission applied to the brand: 5% of the collaboration value;
• Commission applied to the creator: 1% of the collaboration value.

These commissions are subject to the applicable statutory VAT under tax legislation and each user's tax residence, as well as any specific payment processing fees charged by third-party processors (Stripe/banks).

Velpact will issue the tax documents corresponding to the invoiced intermediation services, in accordance with the legal provisions in force.

11. Payment Processing and Approval of Deliverables

Payments made through the platform are securely processed through authorized third-party payment providers (including Stripe). After the payment made by the brand has been processed, the funds are confirmed in the platform so that the creator can begin work.

After the creator uploads the created content to the Deal Room, the brand is obliged to review the material and either approve it or request revisions in accordance with the initial agreement.

Tacit approval: If the brand neither validates the delivery nor submits a reasoned revision request within 7 calendar days of the creator uploading the deliverable to the Deal Room, the delivery is deemed tacitly approved, and the funds may be initiated for transfer to the creator.

Important: Velpact does not provide banking services and does not act as a direct provider of bank escrow services. The holding and transfer of funds are carried out in accordance with the technical architecture provided by the authorized payment partners.

12. Changes, Cancellations and Refunds

The conditions for modifying or cancelling a collaboration are those agreed by the parties in the Deal Room. Where disagreements arise regarding the quality or delivery of the materials, users may open a dispute on the platform.

Velpact will analyze the evidence, messages and files uploaded exclusively in the Deal Room in order to decide on the release of the funds to the creator or their refund to the brand. Mediation decisions take into account compliance with the initial brief.

13. Intellectual Property Rights

The creator retains the copyright in the created content, except where the parties expressly agree otherwise in the agreement established in the Deal Room.

Payment for a collaboration does not automatically transfer all intellectual property rights in the materials. Through the agreement concluded, the parties will explicitly establish the usage parameters: the authorized channels, the permissions regarding the running of paid advertisements (ad-run), the duration of the usage rights and the geographic territory.

14. Advertising and Legal Compliance

Creators and brands are obliged to comply with all laws on advertising, consumer protection, audiovisual rules (including the applicable CNA Decisions) and data protection.

Commercial or sponsored content published on social media must be clearly and transparently identified (#ad, paid partnership), in accordance with the legal requirements in force.

15. Prohibited Content and Conduct

The use of the platform for unlawful activities, the publication of false information, the infringement of copyright, harassment, the promotion of discriminatory materials or any attempt to manipulate performance statistics is strictly prohibited.

Velpact reserves the right to remove inappropriate content and to immediately suspend accounts that breach these rules.

16. Moderation and Account Suspension

Velpact may carry out periodic checks of profiles, campaigns and uploaded materials. In the event of a breach of the conditions, the Operator may apply gradual measures: from requesting clarifications and temporarily restricting the account, up to its permanent closure.

17. Reviews and Ratings

After a Deal has been completed and paid, the parties may leave reciprocal ratings. Reviews must be based on the real experience of the collaboration. Velpact may remove reviews that contain obscene language, threats or information that does not correspond to reality.

18. Personal Data Protection

Velpact processes personal data in accordance with Regulation (EU) 2016/679 (GDPR) and the applicable national legislation. Details regarding the manner of collection, storage and the exercise of data export or erasure rights are set out in the Privacy Policy.

19. Platform Availability

Velpact makes every effort to ensure uninterrupted operation of the service, but does not guarantee the absence of errors or of short periods of technical maintenance necessary for optimizing the system.

20. Limitation of Liability

Velpact provides the tools for connecting, negotiating and administering, but is not a direct party to the service agreement created between the brand and the creator. Velpact does not guarantee the achievement of specific commercial results (number of views, sales, reach) as a result of running campaigns.

21. Third-Party Services

The platform integrates services provided by third parties (e.g. Stripe for payment processing, social networks for the public display of content). Their use is subject to the specific terms and conditions of each third-party provider.

22. Amendment of the Terms and Conditions

Velpact reserves the right to update this document to reflect legislative changes or changes to the system. The updated version will be published on the website, specifying the date of the last modification.

23. Governing Law and Disputes

This document is governed by Romanian law. Any disagreements will be resolved amicably through the mediation tools in the Deal Room, and where this is not possible, the dispute will be submitted to the competent Romanian courts.

24. Contact

For any questions or requests related to these Terms and Conditions, you can contact us at:

• E-mail: [official contact e-mail address]
• Website: https://velpact.com

By creating an account and using the features of the Velpact platform, the user confirms that they have read, understood and fully accept the provisions of this document.