Hyred Agency Terms

1. ACCEPTANCE OF THE TERMS OF SERVICE

1.1 Hyred Agency is part of Hyred media VOF (hereinafter referred to as Hyred, we, us, or our) and provides managed marketing and promotional services (the “Hyred Agency Services”). Use of the Hyred Agency Services is subject to the most recent version of the general terms and conditions included in this Agreement, as amended from time to time (the “Agreement”). Please read this Agreement carefully. By using the Hyred Agency Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, you must not use the Hyred Agency Services.

1.2 This Agreement sets forth the entire agreement of the parties with respect to the Hyred Agency Services, supersedes all prior versions of this Agreement except for existing separate agreements entered into in writing between the parties (including any signed Order Form or Statement of Work), and may be modified at any time without prior notice. Notwithstanding the foregoing, only the latest version of this Agreement applies to all Content, including Content created in the past. Any changes to this Agreement will be posted on this page and will indicate the date of the last revision. You may review a current, effective copy of this Agreement at any time by visiting https://hyred.com/agency-terms. Such changes shall become effective immediately upon their publication on this page. Continued use of the Hyred Agency Services will be deemed your acceptance of any changes to this Agreement. In the event of any conflict between this Agreement and any other terms and conditions, end-user license agreements, or privacy policies, the provisions of this Agreement shall prevail, except as set out in the order of precedence in clause 1.5.

1.3 Additional Terms.
Furthermore, when using the Hyred Agency Services, you are subject to any additional terms that may apply to our services and which may be posted from time to time, including, but not limited to, the Hyred Privacy Policy found at https://hyred.com/privacy-policy/ (the “Privacy Policy”). All such terms and conditions are hereby incorporated into this Agreement by reference.

1.4 Arbitration
Please read this agreement carefully, as it contains an agreement to arbitrate and other important information regarding your legal rights, remedies, and obligations. Section 9 (Dispute Resolution) of this agreement contains an arbitration agreement which, with limited exceptions, will require you to submit your claims against us to binding and final arbitration.

Under the arbitration agreement:

(a) You will only be permitted to pursue claims against Hyred on an individual basis, not as a plaintiff or class participant in any class action or proceeding;

(b) You will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis; and

(c) You may not be able to have any claims you have against us resolved in a court of law.

1.5 Scope and Order of Precedence
These Hyred Agency Terms govern the Hyred Agency Services (including growth partnerships), together with any signed Order Form or Statement of Work agreed for a specific engagement. The separate Hyred Platform Terms of Use govern access to and use of the Hyred Platform (https://hyred.com and https://hyred.app) by Brands and Creators. In the event of any conflict, the following order of precedence applies, from highest to lowest: (a) any Data Processing Agreement between the parties, in respect of the processing of personal data; (b) any signed Order Form or Statement of Work; (c) these Hyred Agency Terms, in respect of the Hyred Agency Services; (d) the Hyred Platform Terms, in respect of access to and use of the Hyred Platform; and (e) the Privacy Policy. A higher-ranked document prevails over a lower-ranked document only to the extent of the conflict and only in respect of the subject matter that the higher-ranked document governs.

2. INTRODUCTION

2.1 The purpose of the Hyred Agency Services is to connect companies or buyers (“Brands”) with an exclusive group of content creators (“Creators”) and to enable high-quality marketing and promotional services. This includes, among other things, creating and managing relationships, developing custom content, and facilitating high-quality promotions for products and services. Hyred arranges all contact with the Creator, and it is not permitted to contact Creators outside of Hyred. In these Terms, Brands and Creators are collectively and individually referred to as “users” or “you,” as the context requires.

2.2 Hyred Agency Services offer Brands a premium, fully managed service for creating custom content that aligns with their marketing goals. This includes the careful selection of suitable Creators, full project coordination, and strict quality control to safeguard brand consistency. Hyred takes over the full logistics and communication so that Brands can focus entirely on their core activities.

2.3 Any costs associated with the use of the Hyred Agency Services remain your responsibility and depend on the service provider used.

3. USE OF THE HYRED AGENCY SERVICES

3.1 The Hyred Agency Services allow Brands to obtain a fully managed User Generated Content (UGC) experience without having to communicate directly with Creators. All communication and project management are handled by a dedicated project manager at Hyred. This allows Brands to focus entirely on their core activities, while Hyred takes care of producing high-quality content that aligns with their marketing goals.

3.2 Responsibilities of the Brand:

3.2.1 Providing a clear and complete briefing for the project, so that Hyred can properly understand the objectives, target audience, and brand identity;

3.2.2 Facilitating free product giveaways or service trial subscriptions. If the Brand wishes to receive the product back, written approval must be obtained from Hyred. In such a case, the Brand shall be responsible for arranging and funding the return shipment of the product, including all associated costs such as transport and handling. Hyred cannot be held responsible for any costs arising from sending or retrieving products;

3.2.3 Timely approval of developed concepts, scripts, and produced content;

3.2.4 Timely payment for the Hyred Agency Services.

3.3 Responsibilities of the Creator:

3.3.1 Complying with the briefing and guidelines provided by Hyred on behalf of the Brand;

3.3.2 Timely delivery of the content according to the agreed schedule;

3.3.3 Safeguarding the quality of the content, including compliance with the visual and technical standards agreed with Hyred;

3.3.4 Collaborating with the Hyred project manager on any adjustments and feedback to ensure that the content meets the Brand's expectations.

3.4 Hyred reserves the right to manage all communication and interactions between Brands and Creators. Brands and Creators are expressly prohibited from contacting each other directly outside the facilities provided by Hyred. Breach of this provision may result in sanctions, including, but not limited to, the immediate termination of the agreement without any refund and the filing of a claim for damages.

3.5 The Brand grants Hyred the unconditional and non-exclusive right to use the Brand's name, logo, and other trademarks or service marks in all forms of marketing, promotional material, and public relations activities indicating that the Client is working or has worked with Hyred. This includes, but is not limited to, use in online media, social media, advertisements, press releases, and promotional materials. The Brand confirms that Hyred may use such information in a way that reasonably contributes to the positive promotion of both parties without harming the brand's reputation. The Brand reserves the right to request in writing the adjustment or removal of such use if reasonably necessary.

4. HYRED OBLIGATIONS REGARDING CREATORS

4.1 Hyred shall ensure that all Creators working with Hyred on the Agency Services are at least 18 years old, in order to comply with legal requirements.

4.2 Hyred shall provide detailed briefings and guidelines to Creators on behalf of the Brand to ensure that expectations and specifications are clear.

4.3 Hyred shall fully inform Creators of the quality standards and deadlines that the content must meet, so that the Brand's requirements are satisfied.

4.4 Hyred is responsible for monitoring Creators' compliance with all legal requirements, including ensuring that the content does not infringe the privacy rights, contractual obligations, or other rights of third parties.

4.5 If a Creator fails to complete the assignment or does not meet the quality standards, Hyred is responsible for imposing appropriate sanctions. These sanctions may consist of fines or the filing of a claim for damages.

5. RIGHTS TO THE CONTENT

5.1 Hyred holds and manages the Intellectual Property Rights in the created Content. The Creator transfers the Content to Hyred, who reviews and edits it in accordance with the Brand's briefing. Upon final approval of the last edited version and payment, Hyred grants the Brand the usage rights set out in this Section. Ownership of the Intellectual Property Rights in the Content remains with Hyred and, as applicable, the Creator; nothing in this Agreement transfers ownership of the Content to the Brand.

5.2 Usage licence. In consideration of payment for the Content, Hyred guarantees that the Content will meet the specifications and quality standards agreed with the Brand, and grants the Brand a worldwide, royalty-free licence to use, edit, reformat, publish, and distribute the approved Content for the Brand's marketing, advertising, and promotional purposes, across all media, for a period of twelve (12) months from the date the relevant Content is delivered to the Brand (the "Licence Period"). The licence is exclusive to the Brand during the Licence Period, except that Hyred retains the right to use the Content for its own portfolio, case studies, and marketing in accordance with Section 7.5, and to use aggregated or anonymized data, labelling, learnings, and know-how in accordance with Section 8.5. Within the Licence Period the licence is irrevocable, subject to the Brand's compliance with this Agreement.

5.3 Expiry and renewal. The Licence Period expires automatically after twelve (12) months. On expiry, the Brand will stop all further use of the Content and, within a reasonable period, remove or pause any of the Brand's own live placements that continue to publish the Content, unless the parties agree in writing to extend or renew the licence. Hyred may offer a renewal or extension on commercial terms. Use of the Content after the Licence Period without a written renewal is not permitted.

5.4 During the Licence Period, the Brand is not obligated to remove Content it has lawfully published, and may continue, comment on, share, or repost such placements; this is without prejudice to the Brand's obligation to cease use on expiry under Section 5.3. At Hyred's request, the Brand will sign documents and provide information reasonably necessary to confirm the rights position set out in this Section.

6. ADDITIONAL TERMS FOR BRANDS

6.1 Payment Terms for Brands

6.1.1 You agree to pay Hyred all costs and fees associated with the services provided through the Hyred Agency Services, in accordance with these Terms.

6.1.2 All costs must be paid as agreed when entering into the collaboration. If no specific payment method is agreed, payment must be made by credit card or another payment method accepted by Hyred. Hyred reserves the right to charge a credit card surcharge.

6.1.3 Brands may be required to make an advance payment for certain services if:

6.1.3.1 Creators are asked to purchase products or services from the Brand before creating Content for the assignment;

6.1.3.2 Hyred, at its sole discretion, identifies a threat to the interests of the Creator.

6.2 Payment of all invoices must be made in accordance with these Terms.

6.3 When entering into a collaboration, you represent that you are authorized to pay all costs due on behalf of the Brand. The payment details provided must be current, correct, and complete. The relevant assignment cannot be started until the payment details have been verified and sufficient funds are available.

6.4 If you fail to pay any costs on time, Hyred reserves the right to charge a late payment fee, calculated at a rate of ten percent (10%) per annum, with a minimum of €10.00 per month. Hyred also reserves the right to suspend or terminate the collaboration with the Brand, or to suspend or terminate ongoing assignments.

6.5 Terms for Assignments

6.5.1 Hyred reserves the right, at its sole discretion, to reject assignments that do not comply with these Terms or applicable law.

6.5.2 When entering into the assignment, you agree to the agreed price per concept and confirm the budget for the assignment.

6.5.3 You may not instruct, coerce, or manipulate Hyred to hide the commercial relationship between the Brand and the Creator. Such attempts may result in the termination of the collaboration with Hyred.

6.5.4 You acknowledge and agree that your right to use the Content is strictly limited in accordance with these Terms.

6.5.5 You guarantee that:

6.5.5.1 you own the intellectual property rights to the Content supplied to Hyred, or that you have the right to use the Content in the manner set forth in these Terms;

6.5.5.2 you will not encourage or facilitate any misleading or suggestive statements or representations that the Brand or any other entity has approval or sponsorship from another entity where the Brand or entity has no such approval or sponsorship;

6.5.5.3 all Content supplied to Hyred contains no statements or materials that are false, misleading, or deceptive.

6.5.6 The Brand acknowledges that Creators are independent third parties and are not directly controlled by Hyred. As a result, any Content inherently carries a risk of negative or unfavorable comments about the content, products, or services of the Brand.

6.5.7 You acknowledge that Hyred has given no guarantees regarding the success of an assignment with respect to your business, commercial performance, or otherwise of any Content, assignment, channel, or other medium, marketing communication channel, marketing or advertising assignment, promotion, or advertisement.

7. INDEMNIFICATION AND ACKNOWLEDGMENTS

7.1 The Brand agrees to indemnify, defend, and hold harmless Hyred, its subsidiaries, and respective directors, officers, employees, successors, agents, and assigns from and against any loss, damage, and costs, including reasonable attorneys' fees, arising from any claim, demand, action, lawsuit, or proceeding brought by a third party relating to:

7.1.1 Access to the Hyred Agency Services in violation of this Agreement;

7.1.2 Breach by the Brand of these Terms or any of the warranties or covenants given or made by the Brand;

7.1.3 Any claim or allegation that your Content infringes the rights of a third party, including intellectual property rights;

7.1.4 Your violation of applicable laws, rules, or regulations.

7.2 Hyred represents, warrants, and covenants that (a) Hyred is the owner or otherwise has sufficient rights to the Hyred Agency Services to ensure lawful access and use of the Hyred Agency Services by you in accordance with the terms of this Agreement; and (b) the Hyred Agency Services, or the use of the Hyred Agency Services, does not and will not infringe upon the patents, copyrights, contract rights, or other intellectual property rights of a third party.

7.3 Hyred agrees to indemnify, defend, and hold harmless the Brand, its affiliates, and its respective directors, officers, employees, successors, agents, and assigns from and against any loss, damage, and costs, including reasonable attorneys' fees, arising from any claim, demand, action, lawsuit, or proceeding brought by a third party relating to (a) Hyred's breach of any representation, warranty, covenant, or obligation under this Agreement; (b) infringement of a patent, copyright, trade secret, trademark, or other intellectual property right resulting from the use of the Hyred Agency Services by the Brand in accordance with the terms of this Agreement; and (c) Hyred's violation of any applicable laws, rules, or regulations.

7.4 The Party seeking indemnification under items 7.1-7.3 of this Agreement (“Indemnified Party”) shall make reasonable efforts to promptly notify the other Party (“Indemnifying Party”) in writing of any claim for which the Indemnified Party seeks indemnification. The Indemnified Party shall cooperate reasonably in the defense of such a claim, at the expense of the Indemnifying Party. The Indemnifying Party may not settle any claim against the Indemnified Party without the prior express written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned, or delayed. The Indemnified Party may participate in the defense of a claim through counsel of its own choosing at its own expense; however, if the Indemnified Party reasonably determines that the Indemnifying Party is unwilling or unable to defend the interests of the Indemnified Party, the Indemnified Party may assume the defense against any claim at the expense of the Indemnifying Party. The indemnification obligations of the Parties shall survive termination of the Agreement.

7.5 Unless otherwise agreed in writing between the parties, the Brand acknowledges and agrees that Hyred has the right to publicly mention—including but not limited to on its website, marketing materials, and other public communications—that the Brand has had a business relationship or collaboration with Hyred. This disclosure may include the Brand's name, website, logo, and the general nature of the collaboration, but will not reveal confidential information of the Brand without the Brand's express written consent.

8. CONFIDENTIALITY

8.1 In connection with the Hyred Agency Services, each party may receive or have access to certain non-public information and materials relating to the other party's business, technology, products, customers, strategy, and performance (“Confidential Information”), whether disclosed orally, in writing, or in any other form, and whether or not marked as confidential. Confidential Information of the Brand includes, without limitation, its briefings, business and marketing plans, pricing, and non-public performance data. Confidential Information of Hyred includes, without limitation, its UGC system, creative test structures, labeling methodology, creator network, processes, and aggregated performance insights.

8.2 Each party shall not use or disclose the other party's Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement, and shall not disclose it to any third party except as permitted by this Agreement or with the prior written consent of the disclosing party. Each party shall protect the other party's Confidential Information using at least the same degree of care it applies to its own confidential information of a similar nature, and in no event less than a reasonable degree of care.

8.3 The foregoing does not restrict either party from disclosing Confidential Information to the extent required by an order or requirement of a court, administrative agency, or other governmental authority (provided that, where legally permitted, the party required to disclose gives reasonable prior notice to the other party so that it may seek a protective order), or confidentially to its legal or financial advisors, or to potential buyers or investors who are bound by confidentiality obligations no less protective than those set out in this Section.

8.4 Confidential Information does not include information that: (a) becomes generally known to the public through no fault of the recipient; (b) was lawfully known to the recipient at the time of disclosure without a confidentiality obligation; (c) is independently developed by the recipient without use of or access to the disclosing party's Confidential Information; or (d) is lawfully obtained by the recipient from a third party without restriction on disclosure.

8.5 For the avoidance of doubt, nothing in this Section limits Hyred's right to retain and use aggregated or anonymized performance data, labeling, learnings, and know-how derived from the Hyred Agency Services, provided that such use does not disclose the Brand's Confidential Information or identify the Brand without its prior written consent. The confidentiality obligations in this Section survive termination of the Agreement for a period of three (3) years, except that Confidential Information that constitutes a trade secret remains protected for as long as it qualifies as a trade secret under applicable law.

9. DISPUTE RESOLUTION

9.1 Arbitration Agreement. This section is referred to as the “Arbitration Agreement.” You agree that all disputes or claims that have arisen or may arise between you and Hyred, whether with respect to this Agreement (including any alleged breach thereof), the Hyred Agency Services, any advertising, any aspect of the relationship between us, or otherwise, shall be resolved through binding arbitration, in accordance with the terms of this Arbitration Agreement, unless the law provides otherwise. The Dutch Arbitration Act (Code of Civil Procedure) governs the interpretation and enforcement of this Arbitration Agreement.

9.2 You and Hyred agree that we may only sue each other on an individual basis, unless the law provides otherwise. The arbitrator may only award relief (including monetary, injunctive, and declaratory relief) in favor of the individual party seeking relief and only to the extent necessary to provide relief caused by that party's individual claim(s), except that you may file a claim for public injunctive relief and the arbitrator may award this under applicable law to the extent necessary for the enforceability of this provision.

9.3 Hyred is always interested in resolving disputes in a friendly and efficient manner, and most user complaints regarding the Hyred Agency Services can be quickly and satisfactorily resolved by contacting customer service at support@hyred.nl. If such efforts prove unsuccessful, a party intending to seek arbitration must first send a written notice of dispute (“Notice”) to the other party by registered mail. The Notice to Hyred must be sent to the address of its headquarters in the Netherlands, or to the address designated by Hyred for receipt of notices. The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought. If Hyred and you do not resolve the claim within sixty (60) calendar days after receipt of the Notice, you or Hyred may start an arbitration procedure. During the arbitration, the amount of any settlement offer made by Hyred or you may not be disclosed to the arbitrator until the arbitrator has determined the amount, if any.

9.4 All aspects of the arbitration procedure, and any judgment, decision, or award by the arbitrator, shall be strictly confidential for the benefit of all parties.

9.5 If a court decides that any term or provision of this Arbitration Agreement is invalid or unenforceable, the parties agree to replace that term or provision with a valid and enforceable term or provision that comes closest to the intent of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforced as modified. The remaining portion of the Terms remains in effect.

9.6 Future Changes to the Arbitration Agreement. Notwithstanding any provision in this Agreement, Hyred agrees that if it makes any changes to this Arbitration Agreement in the future (other than a change of the address for receipt of notices) while you are a user of the Hyred Agency Services, you may reject such change by notifying us in writing within thirty (30) calendar days of the change via the address for receipt of notices mentioned above. By rejecting a future change, you agree that you will resolve disputes between us in accordance with the language of this Arbitration Agreement from the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).

9.7 Unless expressly stated otherwise in the Agreement, the Agreement is governed by the law of the Netherlands.