Welcome to the Wizads Creative Crew

GENERAL TERMS AND CONDITIONS BETWEEN WIZADS AND USER By clicking the “ACCEPT” button or taking an equivalent action on the Wizads CRM platform, you acknowledge that you have read, understood, and fully accepted these Terms and Conditions (the “T&C”). 1. PARTIES 1.1. Wizads: ContentPampa LLC, with registered address at 1209 Mountain Rd Pl NE Ste N, Albuquerque, NM 87110, USA, EIN 37-2161293. 1.2. User: The individual who accepts these T&Cs and acts as an Influencer or Content Creator, as the case may be. 2. DEFINITIONS 2.1. Influencer: An individual with their own audience on social media platforms who, in exchange for compensation, publishes promotional content on their profiles relating to the products or services of the Advertiser, without transferring ownership of such content, but granting Wizads and the Advertiser a limited license to use the content as set forth in Section 7.2. 2.2. Content Creator: An individual who, in exchange for compensation, produces original pieces of content (User Generated Content) intended for the commercial use of the Advertiser and Wizads. The Content Creator irrevocably assigns all exploitation rights over such content as set forth in Section 7.1. 2.3. Advertiser: A client of Wizads whose product or service is promoted through the collaboration governed by these T&C. 2.4. Work Order: A document or email issued by Wizads and addressed to the User detailing the scope, deadlines, deliverables, and compensation for a specific campaign. Written confirmation by the User makes the Work Order binding and subject to these T&C. 2.5. Content: Audiovisual, graphic, audio, written, or other materials produced and/or published by the User in a specific social media platform in fulfillment of a Work Order. 2.6. User: the Influencer or the Content Creator, as the case may be. 2.7. Wizads: has the meaning assigned to in Article 1. 3. PURPOSE These T&C govern the commercial relationship between Wizads and the User, whether acting as an Influencer or Content Creator, for the creation and/or publication of Content in advertising campaigns managed by Wizads. 4. NATURE OF THE RELATIONSHIP 4.1. The relationship is strictly commercial and independent; no employment, partnership, or agency relationship exists. 4.2. The User is solely responsible for their own tax, social security, and any other applicable obligations. Specifically, the User acknowledges that they are responsible for complying with the applicable tax obligations in their country of residence regarding the amounts received from Wizads. 4.3. Wizads does not provide tax advice and recommends consulting with a local tax advisor if you have any questions. 4.4. The User shall indemnify and hold Wizads harmless from any claim, penalty, or liability arising from the User's failure to comply with their tax or social security obligations. 5. WORK ORDERS AND APPROVAL PROCESS 5.1. Wizads shall issue Work Orders during the term of these T&C. 5.2. Each Work Order will specify (which may be in the form of an email, platform notification, or instant messaging confirmation if agreed by the parties) : (i) objectives and creative brief; (ii) number and type of pieces; (iii) publication requirements (for Influencers); (iv) deadlines; and (v) compensation. 5.3. For Influencers, all Content must be approved by Wizads and the Advertiser prior to publication. 5.4. For Content Creators, approval will occur after delivery of the final pieces to Wizads. 5.5. The compensation includes up to 1 round of revisions/edits at no extra cost, provided such revisions are consistent with the original Work Order. Re-shoots (recording again) shall only be required at User’s expense if the Content fails to comply with the creative brief or technical requirements. 6. DELIVERY AND RETENTION OF CONTENT 6.1. The User shall deliver or publish the pieces in accordance with the Work Order and shall not delete them during the authorized usage period (12 months unless otherwise agreed). 6.2. The User shall provide Wizads with URLs, screenshots, or final files evidencing correct publication or delivery. 7. INTELLECTUAL PROPERTY RIGHTS AND LICENSES 7.1. Content Creators a) The Content Creator irrevocably assigns to Wizads and the Advertiser, on an exclusive basis, all economic rights to the Content for an initial period of 12 months from acceptance of the Content. b) The assignment includes the right to reproduce, distribute, publicly display, adapt, and create derivative works in any medium and territory. c) Any renewal or extension must be agreed in writing. 7.2. Influencers a) The Influencer retains ownership of the Content but grants Wizads and the Advertiser a non-exclusive, worldwide, royalty-free, and sublicensable license to reproduce, distribute, and publicly display the Content for 12 months for promotional purposes of the campaign. b) The license does not authorize substantial alteration of the work without the Influencer’s prior consent, except for format or duration adaptations necessary for dissemination. 7.3. The User waives any objection to the use of the Content by Wizads or the Advertiser within the terms set forth above. 8. COMPENSATION AND PAYMENTS 8.1. Compensation is determined in each Work Order and will be paid within 15 days after: (i) acceptance and/or successful publication of the Content; and (ii) actual receipt of the corresponding payment from the Advertiser. 8.2. Payments will be made by bank transfer or another method agreed in writing. 8.3. The User must submit a valid invoice or payment request to Wizads within six (6) months of the date on which the Content was approved by both Wizads and the Advertiser pursuant to Section 5. Failure to do so within that period shall constitute a waiver of the right to receive compensation for the relevant Work Order. For the avoidance of doubt, such waiver does not affect the validity or scope of the intellectual property assignment or license granted under Section 7, which remain in full force regardless of whether payment is claimed or made. 9. USER OBLIGATIONS AND WARRANTIES 9.1. The User guarantees that the Content is original and does not infringe third-party rights. 9.2. The User guarantee that they comply with all applicable laws and regulations, including platform policies and FTC or equivalent guidelines (e.g., #Ad, #Sponsored labeling). 9.3. Refrain from making false, misleading, or unsubstantiated claims about the product or service. 9.4. Maintain the confidentiality of non-public information provided by Wizads or the Advertiser. 9.5. Not assign or delegate their obligations without the prior written consent of Wizads. 9.6. The User is responsible to comply with the deadlines for Content delivery as specified in the Work Order. Failure to meet these deadlines entitles Wizads, at its sole discretion, to reject the joint work and terminate the Work Order without liability. 9.7. The User must indemnify and defend Wizads and the Advertiser against all losses, damages, and legal expenses, including any claims arising from the Content or the User's breach of these T&C. Without limiting the foregoing, in the event the User accepts a Work Order and subsequently fails to deliver any Content by the agreed deadline without prior written notice to Wizads, the User shall be liable for any direct costs reasonably incurred by Wizads as a direct result of such failure, including but not limited to replacement sourcing costs, up to a maximum of 100% of the compensation agreed in the relevant Work Order. Wizads reserves the right to exclude such User from future Work Orders. 9.9. The User shall disclose to Wizads, prior to delivery or publication, whether any Content was created in whole or in part using artificial intelligence tools. Wizads reserves the right to reject Content generated substantially by AI if this conflicts with the Advertiser's requirements as specified in the Work Order. 10. PERSONAL DATA PROTECTION 10.1. The Parties shall process personal data in accordance with applicable law, including Regulation (EU) 2016/679 ("GDPR") and, where applicable, the New Mexico Privacy Act and other relevant U.S. regulations. 10.2. Purpose of processing: Wizads will only use the personal information provided by the User to manage contractual relationships, process payments, evaluate campaign performance, and comply with legal obligations. 10.3. Legal basis: performance of this contract, compliance with legal obligations, and, where applicable, the explicit consent of the data subject. 10.4. User rights: access, rectification, erasure, objection, restriction, and portability, which may be exercised by sending a request to legal@wizads.ai or to the postal address indicated in Section 1.1. 10.5. Wizads undertakes to implement appropriate technical and organizational measures to ensure the confidentiality, integrity, and availability of personal data. Access by third-party providers shall be governed by data processing agreements or equivalent contracts. 10.6. Once the contractual relationship has ended, data will be retained for the periods required by applicable law and, thereafter, will be deleted or anonymized. 11. LIMITATION OF LIABILITY 11.1. Wizads shall not be liable for any indirect, special, or punitive damages arising from the performance of these T&C. 11.2. Except in cases of willful misconduct or gross negligence, Wizads’s total liability shall be limited to the amount actually paid to the User in the 30 days prior to the event giving rise to the claim. 12. TERM AND TERMINATION 12.1. These T&C shall have an initial term of 12 months from acceptance and will automatically renew for successive periods of 12 months unless written notice of non-renewal is given at least 30 days in advance. 12.2. Either party may terminate early: a) for material breach by the Wizads or the User not remedied within 10 days; b) by mutual written agreement between Wizads and the User; 12.3. Upon termination: (i) For Content Creators, exploitation rights already assigned remain in force for the agreed period. (ii) For Influencers, the license over the Content continues until the end of the 12-month period or as otherwise agreed in the Work Order. 13. GOVERNING LAW AND JURISDICTION These T&C are governed by the laws of the State of New Mexico, USA. Any dispute shall be submitted exclusively to the competent courts of said State, to whose jurisdiction the Parties irrevocably submit. 14. EXCLUSIVITY For a period of 12 months from the completion of any Work Order involving a specific Advertiser, the User shall not enter into any direct commercial relationship with such Advertiser for the creation or publication of promotional content, without the prior written consent of Wizads. Any breach of this clause entitles Wizads to claim damages equivalent to the compensation agreed in the last Work Order involving that Advertiser. 15. MORAL CLAUSE Wizads reserves the right to suspend or cancel any pending Work Order, and to demand the removal of already-published Content, if the User engages in conduct that, in Wizads's reasonable judgment, is likely to bring the User, Wizads, or the Advertiser into public disrepute, contempt, or scandal, or that is inconsistent with the values of the Advertiser's brand. In such cases, Wizads shall have no payment obligation for Content not yet published or delivered, and may reclaim compensation already paid for Content that must be removed. 16. NON-DISPARAGEMENT During the term of these T&C and for 24 months following termination, the User agrees not to make, publish, or encourage any statement — whether oral, written, or through any digital medium — that disparages, defames, or reflects negatively upon Wizads, its affiliates, or any Advertiser with whom the User has collaborated under these T&C. This clause does not restrict the User from making truthful statements in response to legal proceedings or regulatory inquiries. 17. DIGITAL ACCEPTANCE By selecting the “I ACCEPT THE TERMS AND CONDITIONS” button or taking an equivalent action, the User declares: a) To have sufficient legal capacity to be bound; and b) To undertake to fully comply with the obligations set forth herein.