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Passionfroot – Terms and Conditions for Creators

Last updated: December 2023

1 | Scope

1.1 These terms and conditions (“Terms and Conditions”) apply to the business relationship between Passionfroot GmbH (“Passionfroot”) and a customer providing advertising possibilities (“Creator”). Deviating general terms and conditions of the Creator shall not be recognized unless Passionfroot expressly agrees to their validity in writing.

1.2 Creator can be any entrepreneur (in the sense of Section 14 of the German Civil Code). Insofar as such an entrepreneur is a natural person, that person must be at least 18 years of age.

2 | Provision of Services

2.1 Passionfroot provides the Creator with access to their platform at [URL of platform] (“Platform”) which allows the Creator to offer their products and services to potential advertising partners from around the world (“Partners”). Passionfroot will act as a commercial agent (“Agent”) towards the Creator in the sense of Section 84 of the German Commercial Code (Handelsgesetzbuch).

2.2 The Creator permanently entrusts Passionfroot as an independent trader with the brokering transactions and concluding transactions on the Creator’s behalf, as instructed through the Platform.

2.3 The Platform consist of the following elements:

  • Storefront: [The “Storefront” is a tool that allows the Creator to describe their products and services a Creator wants to offer to Partners. The Storefront is basically an overview of the Creator’s offers (“Creator’s Offers”) which can be shared by link. From the Storefront, Partners can choose to ask the Creator for a collaboration with the relevant advertised products and services (“Collaboration”).

The Creator is not entitled to claim a specific Collaboration from Passionfroot. Agreements on Collaborations are concluded between the Creator and the respective Partner (“Collaboration Agreements”).

Publishing Creator’s Offers by a Creator constitutes a binding offer to conclude Collaboration Agreements for this Collaboration.]

  • Workspace: [The “Workspace” allows the Creator to accept or reject a specific requested Collaboration. The Workspace also allows Creators to track the status of accepted Collaborations and to communicate with Partners. Any material(s), information, or rights necessary for the Collaboration will be provided by the respective Partner to the Creator directly.

The Creator will provide the Collaboration for which a Collaboration Agreement was concluded with a Partner to the respective Partner at the time specified in the Collaboration Offer.

Creators cannot change the subject matter of current Collaboration Agreements.]

  • Payments Dashboard: [The “Payment Dashboard” provides the Creator with an overview of the current financial status of the Collaborations.]
  • Invoicing: [Passionfroot will invoice the relevant payments on behalf of the Creator and will make sure that the money is collected on the Creator’s behalf (see Sections 4 and 5 of the Terms and Conditions).]

2.4 Providing access to the Platform is regarded to be Passionfroot’s “Services” under these Terms and Conditions.

2.5 Passionfroot will not act as an Agent, but as an intermediary between Creators and Partners in case the respective Partner has accessed the Platform at the initiative of the Creator, i.e. when the Creator provided the Partner with a link to the Platform.

3 | Registration

3.1 In order to use the Platform, a Creator must register (“Registration”) by creating a password-protected user account on the Platform (“Account”) which is free of charge. By registering, the Creator accepts these Terms and Conditions. Completion of the Registration forms a contract between Passionfroot and the Creator for the use of the Platform (each a “User Agreement”). No Creator is entitled to claim the conclusion of a User Agreement from Passionfroot.

3.2 The Creator must provide the information requested by Passionfroot during Registration completely and accurately. Creators must not provide a value-added services number as their telephone number or a post office box as their address. Creators are obligated to update the information entered during the Registration as relevant.

3.3 Before clicking on the button to create an Account (“Create Account”) Creators may, by means of a summarizing overview, verify the information entered and rectify it if necessary. A User Agreement is to be concluded once the respective Creator clicks on the “Create Account” button provided after having entered all information requested.

3.4 Creators must keep their password confidential and carefully protect their Account from access by third parties. If Creators become aware of any misuse of their Account by third parties, they must immediately inform Passionfroot.

3.5 No Creator is permitted to automatically create an Account including but not limited to by using automated devices, scripts, or robots, spiders, crawlers, or scraper services.

3.6 The text of the User Agreement will not be stored by Passionfroot and may not be retrieved after the completion of the Registration.

4 | Payments

4.1 The fee for the Collaboration set by the Creator will be a onetime or monthly fee available over a limited period (“Collaboration Fee”) and will include value-added tax (if applicable) as well as other price components, unless the Creator explicitly makes an offer declaring otherwise. The Creator is responsible for the pricing and must indicate all necessary price components when publishing the Collaboration Offer. The Creator is not permitted to demand fees or other charges in addition to those defined in the Collaboration Offer from any Partner outside of the Platform.

4.2 Payment of the Collaboration Fees will be made directly to the Creator through the payment tool made available by Passionfroot. Currently, the payment processing is carried out by Stripe, Inc. (“Stripe”). Passionfroot is entitled to commission another company with this task.

4.3 Stripe will handle all payment matters completely. A Partner of a Collaboration Agreement will be forwarded to an integrated interface where Stripe asks for all relevant payment information. Each payment will be assigned a transaction ID.

5 | Commission Fee

5.1 Creators will pay a commission fee in the amount of a certain percentage of the Collaboration Fee for each Collaboration as agreed separately between Passionfroot and the Creator (“Commission Fee”). The Commission Fee will be due for payment upon settlement of the Collaboration Fee in the Payments Dashboard For ease of transaction, the Creator agrees that the Commision Fee will be forwarded to Passionfroot during payment processing automatically.

5.2 Every Creator will be responsible for the taxes payable on their Collaboration Fee, including sales or exercise and income taxes.

5.3 Creator is solely responsible for any of a third-party rights’ holders related to the content published by Creator or to any Collaboration (e.g.: music publishers), including collecting societies (e.g.: GVL, VG Bild-Kunst, GEMA, VG-Wort, AKM, SUISA, MCPS, buma/stemra or others). Creator will indemnify and hold harmless Passionfroot in case of any direct claim of such third-party rights’ holder.

5.4 A Creator is only entitled to set off towards Passionfroot if their counterclaim is final and binding or is recognized or undisputed by Passionfroot.

6 | Creator’s obligations

6.1 Collaborations that violate statutory provisions, third-party rights or the Terms and Conditions must not be offered and/or advertised through the Platform. 6.2 Creators must ensure that Collaborations or other content are legal and do not violate third-party rights. They are also responsible for proper indication of prices and for proper performance of the respective Collaboration Agreements.

7 | Passionfroot’s obligations

7.1 Passionfroot provides the technical resources for the Platform and allows Creators to register with and use the Platform according to Section 2 of the Terms and Conditions. The Platform shall be available [99.8] % of the time based on one (1) calendar year. “Available” means that the essential core functions of the Platform can be used with no restrictions. 7.2 Passionfroot will enable access to the Platform in accordance with the current state of the art. In this context, availability of the Platform could be temporarily limited or interrupted due to maintenance work or to troubleshoot malfunctions or system breakdowns as fast as possible. Creators will immediately and appropriately be notified of this in advance.

7.3 As an Agent for the Creator, Passionfroot will endeavor to broker or conclude Collaboration Agreements for the Creator and will safeguard the interests of each Creator to the best of its ability. This is fulfilled by providing the Creator with the possibility to accept or reject specific Collaborations in the Workspace. The Creator will be informed immediately of any business brokerage or business transaction through the Workspace.

8 | Sanctions available to Passionfroot

8.1 Passionfroot may take the following measures if there are specific indications that a Creator has violated statutory provisions, third-party rights, or these Terms and Conditions: (a) warning of Creators; (b) restrict the use of the Platform; or (c) preliminarily block the Account during the verification process regarding the underlying suspicions.

When choosing a measure, Passionfroot will consider the legitimate interests of the Creator affected. Passionfroot will check whether there is reason to believe that the Creator is personally responsible for the infringement.

8.2 Passionfroot may terminate a User Agreement with a Creator for good cause if (a) blocking of the Account is necessary to protect the interests of other Creators or Partners;, (b) the Creator intentionally provided incorrect contact information; (c) the Creator transferred their Account to a third party or allowed a third party to access their Account; (d) the Creator has caused material damage to Passionfroot; (e) the Creator has repeatedly breached the Terms and Conditions; or (f) there is another good cause.

8.3 As soon as a User Agreement is terminated by Passionfroot for cause, the affected Creator is no longer allowed to use the Platform, either with other, already existing Accounts, or by creating a new account.

9 | Granting of Licenses

For the duration of the term, the Creator will grant a non-exclusive, sub-licensable license to Passionfroot, which is limited in time but locally unlimited, to all digital content (including Collaboration Offers) supplied or provided under the Terms and Conditions for use on and in connection with the operation of the Platform. For example, this includes the right to host, secure, and provide access to such content to Partners in accordance with these Terms and Conditions and to grant corresponding sub-licenses to the same. It also includes the rights which are necessary to facilitate thumbnails and previews of included media, pictures, and a search tool.

10 | Limitation of Liability

10.1 Passionfroot will be liable without restrictions for damages arising from injury to life, body or health resulting from a breach of duty by Passionfroot or any of its legal representatives or agents, as well as for damages caused by the lack of a quality guaranteed by Passionfruit or in case of malicious intent of Passionfroot.

10.2 Passionfroot is also liable without restrictions for damages caused by Passionfroot or its legal representatives or agents either intentionally or through gross negligence.

10.3 In case of a violation of essential contractual obligations caused by slight negligence, Passionfroot will be liable except for the cases listed in Sections 8.1, 8.2 or 8.4 of the Terms and Conditions, up to the amount of the damage that is foreseeable for this type of contract. From an abstract point of view, essential contractual obligations are such obligations which need to be fulfilled to allow the proper performance of an agreement in the first place and on the fulfillment of which the parties to a contract regularly can rely on.

10.4 Liability pursuant to the German Product Liability Act remains unaffected.

10.5 Any other liability of Passionfroot is excluded.

10.6 The limitation period for the assertion of claims for damages against Passionfroot is one (1) year, except in the cases listed in Sections 8.1, 8.2, or 8.4 of the Terms and Conditions.

11 | Term and Termination

11.1 User Agreements between Passionfroot and the Creator will be concluded for an indefinite period.

11.2 Creators may terminate their User Agreement at any time by giving fourteen (14) calendar days’ notice to the end of a calendar month.

11.3 Passionfruit may terminate a User Agreement at any time by giving fourteen (14) calendar days’ notice to the end of a calendar month.

11.4 This shall not affect the respective right to terminate a User Agreement for good cause.

11.5 In case of termination, the Creator must fulfill their obligations under their Collaboration Agreements despite the termination of the User Agreement. If the Creator wishes to be released from these contractual obligations, they may terminate the individual Collaboration Agreements with the respective Partners subject to applicable legal provisions.

11.6 Any termination of the User Agreement must be made in writing. A Creator can also terminate the User Agreement by using the termination function implemented in the Platform.

12 | Final Provisions

12.1 The laws of the Federal Republic of Germany apply without regard to the UN Convention on Contracts for the International Sale of Goods and the conflict of laws’ provisions.

12.2 Any dispute arising from or in relation to these Terms and Conditions will be resolved by the courts of Berlin if permissible.

12.3 Should any of the provisions contained herein be or become invalid or ineffective in whole or in part this shall not affect the validity of the remaining provisions.

12.4 Passionfroot reserves the right to change these Terms and Conditions and/or the payment regulations (cf. Section 3 of the Terms and Conditions). Passionfroot will notify the Creator of the changed conditions by email or through the Workspace at least four (4) weeks before their effective date and will indicate the intended application of these new terms and conditions and the Creator’s right to object to the application of new terms and conditions. When the Creator does not object to the application of the new terms and conditions within such period or when the Creator continues to use the Services after the new terms and conditions have entered into force, the new terms and conditions will be considered to have been accepted. The Creator will appropriately notify the Creator of the importance of the four-week period, the right to object, and the legal consequences of not-objecting.

12.5 Unless otherwise provided herein, all declarations or agreements in connection with the Services must be made in writing.

12.6 Contact details of Passionfroot: See contact details below

Passionfroot – Terms and Conditions for Partners

1 | Subject of the Agreement

1.1 These terms and conditions (“Terms and Conditions”) apply to bookings made by a customer who wants to book advertising possibilities (“Partner”) of individuals providing such advertising possibilities (“Creators”) on the platform provided by the Passionfroot GmbH (“Passionfroot”).

1.2 Deviating general terms and conditions of the Partner shall not be recognized unless Passionfroot expressly agrees to their validity in writing.

1.3 Partner can be any entrepreneur (in the sense of Section 14 of the German Civil Code).

2 | Provision of Services

2.1 Passionfroot advertises on behalf of the Creators their advertising possibilities (“Products”) through Passionsfroot’s platform (called “Storefront”). Passionfroot acts as a commercial agent for the Creators in the sense of Section 84 of the German Commercial Code (Handelsgesetzbuch), except where the Creator directly engages with the Partner.

2.2 In the Storefront, Partners can submit a booking for certain Products (“Booking Submission”). The Booking Submission includes information on the Creator. Partners will be asked to share identifying information and possibly information relevant to the Product.

2.3 In case a Booking Submission is accepted, this concludes an agreement for the provision of the Product (“Collaboration Agreement”).

2.4 Making a Booking Submission constitutes a binding offer to conclude Collaboration Agreements for the respective Product.

2.5 Passionfroot provides the Partners additionally with a network to which the Partners may subscribe to (“Partner Network”). The Partner Network will inform the Partners of potential other Creators they may benefit from working with.

3 | Partner’s obligations

3.1 The Partner will provide complete and accurate information in the Booking Submission.

3.2 The Partner will make available to the Creator all material(s), information, or rights necessary to fulfil the obligations under the Collaboration Agreement to the Creator directly.

3.3 The Partner will pay the fee agreed upon in the Collaboration Agreement (“Collaboration Fee”) pursuant to Section 4 of the Terms and Conditions.

3.4 Regarding the Booking Submission, the Partner will not cooperate with the Creator outside the Storefront.

3.5 The Partner will ensure that exercising the Collaboration Agreement will not infringe any third-party rights. Insofar as the Partner has a right of decision regarding the content within a Collaboration Agreement, such decisions will not violate statutory provisions, third-party rights, or the Terms and Conditions.

4 | Payments

4.1 Payment of the Collaboration Fees will be made to Creator directly. Passionfroot is providing a payment tool for the payment of the Collaboration tool through which the Partner pays the Collaboration Fee to the Creator. Currently, the payment processing is carried out by Stripe, Inc. (“Stripe”). Passionfroot is entitled to commission another company with this task.

4.2 The following means of payment are available:

  • Visa - Domestic
  • Visa - Europe
  • Visa - International
  • Mastercard - Domestic
  • Mastercard - Europe
  • Mastercard - International
  • SEPA Direct Debit Scheme
  • ACH Network

4.3 Stripe will handle all payment matters completely. The Partner will be forwarded to an integrated interface where Stripe asks for all relevant payment information. Each payment will be assigned a transaction ID.

5 | Liabilities

5.1 Passionfroot will be liable without restrictions for damages arising from injury to life, body or health resulting from a breach of duty by Passionfroot or any of its legal representatives or agents, as well as for damages caused by the lack of a quality guaranteed by Passionfroot or in case of malicious intent of Passionfroot.

5.2 Passionfroot is also liable without restrictions for damages caused by Passionfroot or its legal representatives or agents either intentionally or through gross negligence.

5.3 In case of a violation of essential contractual obligations caused by slight negligence, Passionfroot will be liable except for the cases listed in Sections 5.1, 5.2 or 5.4 of the Terms and Conditions, up to the amount of the damage that is foreseeable for this type of contract. From an abstract point of view, essential contractual obligations are such obligations which need to be fulfilled to allow the proper performance of an agreement in the first place and on the fulfillment of which the parties to a contract regularly can rely on.

5.4 Liability pursuant to the German Product Liability Act remains unaffected.

5.5 Any other liability of Passionfroot is excluded.

5.6 The limitation period for the assertion of claims for damages against Passionfroot is one (1) year, except in the cases listed in Sections 5.1, 5.2, or 5.4 of the Terms and Conditions.

5.7 Partner indemnifies and holds Passionfroot harmless against any and all third-party liabilities, losses, damages, costs, and expenses which Passionfroot may incur due to the direct violation of Partner’s obligations under this Terms and Conditions.

6 | Final Provisions

6.1 The laws of the Federal Republic of Germany apply without regard to the UN Convention on Contracts for the International Sale of Goods and the conflict of laws’ provisions.

6.2 Any dispute arising from or in relation to these Terms and Conditions will be resolved by the courts of Berlin if permissible.

6.3 Should any of the provisions contained herein be or become invalid or ineffective in whole or in part this shall not affect the validity of the remaining provisions.

6.4 Unless otherwise provided herein, all declarations or agreements in connection with the Services must be made in writing. Contact details: See contact details below

Last updated: [December 2023]

Contact Us

If you have any questions about these Terms and Conditions, you can contact us by email: legal@passionfroot.me

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