Shook Digital Creator Terms

1. Creator Roles and Scope

A Creator is either:

• a Performer, i.e. a content creator or other performer in Shook's audio-visual productions who is visible in the final Deliverables of one or more Projects; or
• a Non-performative Creator, i.e. a Creator providing other types of work and services (e.g. editing, scriptwriting, or other non-performative work).

The Creator agrees to provide their Services to Shook in Shook's projects or other project-like work (each a "Project"), and Shook agrees to purchase such Services under the terms of these Creator Terms (the "Agreement").

2. Before a Project

Shook is not obligated to offer any Projects to the Creator. Shook may, at its sole discretion, provide proposals for individual Projects (each a "Project Plan") to the Creator.

A Project Plan may be communicated in multiple parts (including via email, WhatsApp, or other verifiable means), with the entirety of such communications forming the Project Plan.

Each Project Plan may specify, where applicable:

• the advertiser(s) on whose behalf a Project is performed (each an "Advertiser");
• the Advertiser's creative guidelines;
• the outline of the Project and relevant production details (e.g. shooting dates, locations, deadlines);
• the Creator's tasks (e.g. scripting, translation, filming, editing, post-production, motion design);
• the primary deliverables resulting from the Creator's tasks (together with all other results of such tasks, the "Deliverables");
• the required format and form of the Deliverables;
• the intellectual property rights ("IPRs") included in or related to the Deliverables;
• the compensation payable to the Creator, including milestone structure and payment terms ("Compensation");
• if relevant (e.g. Performer or translator), language requirements and fluency expectations; and
• any other relevant matters.

IPRs mean all intellectual property rights worldwide, whether registrable or not, including copyrights, related rights, trademarks, domain names, design rights, and trade secrets, as well as rights to modify and further assign such rights.

The Creator shall not include third-party IPR-protected material in the Deliverables unless expressly approved by Shook in writing.

Disclosure Obligations

Before accepting a Project, the Creator must proactively inform Shook of any personal circumstances that may reasonably affect the Project, use of Deliverables, or the reputation of Shook or the Advertiser.

If the Creator is a Performer:

• the Performer must disclose whether they have provided similar services to a competitor of the Advertiser within the three (3) months prior to receiving the Project Plan;
• the Performer represents that they are fluent at a native level in the language(s) specified in the Project Plan;
• if unsure whether an entity is a competitor, the Performer must consult Shook, whose determination is binding.

Shook shall keep such disclosed information confidential, except where disclosure to the Advertiser is necessary. Shook may revoke a Project Plan at its discretion based on such information or lack thereof.

Acceptance or Rejection

• Acceptance: the Creator must notify Shook in writing (e.g. email, WhatsApp) that they accept the Project.
• Rejection: the Creator must notify Shook promptly. If no response is received within 24 hours, the Project Plan may be deemed rejected.

Once both parties accept a Project Plan, it becomes binding and forms part of this Agreement.

3. Conduct of Projects

3.1 General Obligations

The Creator shall perform all tasks with due care and professionalism. Shook shall pay the agreed Compensation, which constitutes the Creator's sole remuneration, including for all rights to the Deliverables.

The Creator is responsible for their own equipment, tools, and software. Any materials provided by Shook or the Advertiser may only be used for the relevant Project unless otherwise agreed.

Shook and/or the Advertiser may issue reasonable additional instructions. If Deliverables do not comply with the Project Plan or instructions, the Creator must make corrections without additional compensation.

3.2 Additional Performer Obligations

This section applies only to Performers.

• The Performer shall not materially change their appearance between audition and final filming without Shook's written consent.
• The Performer shall not provide similar services to a competitor of the Advertiser until three (3) months after campaign launch.

4. Delays

The Creator must respond promptly to communications. A delay exceeding 24 hours on weekdays constitutes a delayed response.

The Creator must follow the agreed schedule and immediately notify Shook of any risk of delay. Failure to do so may result in proportional reduction of Compensation and constitutes a material breach if:

• the delay exceeds five (5) business days; or
• the Creator repeatedly fails to respond promptly.

If delays are caused by illness or other overriding reasons, obligations are suspended only if the Creator promptly notifies Shook and provides satisfactory proof.

5. Intellectual Property and Use of Deliverables

Unless otherwise agreed, all Deliverables are the exclusive property of Shook. The Creator assigns all rights, title, and interest in the Deliverables to Shook upon creation.

The Creator retains no rights to the Deliverables unless explicitly agreed. Shook may grant a limited portfolio-use right at its discretion.

If agreed in writing, the Creator may retain ownership of specified Deliverables and grant Shook a license. Unless otherwise limited, such license is:

• exclusive, worldwide, irrevocable, sublicensable, transferable;
• royalty-free and fully paid-up; and
• includes rights to reproduce, modify, distribute, and create derivative works.

The Creator represents that Deliverables are original, non-infringing, and fully owned or licensed by the Creator. The Creator shall indemnify Shook and the Advertiser for any breach of these representations.

6. Payments

Compensation and payment terms are defined in the Project Plan.

Payment is made against a valid invoice or via Fiverr Enterprise. Milestone payments are payable only upon completion of the applicable milestone.

If Compensation becomes non-payable, the Creator must refund received payments within ten (10) business days.

The Creator is solely responsible for all taxes and related obligations.

7. Confidentiality

All confidential information related to this Agreement, Project Plans, Deliverables, Shook, and Advertisers ("Confidential Information") must be kept confidential indefinitely.

Confidential Information may only be used to perform obligations under this Agreement and must be returned or destroyed upon request or termination.

8. Liability

Neither Shook nor the Advertiser is liable for indirect or consequential damages.

Liability per Project is limited to the Compensation paid or payable for that Project, with an overall aggregate cap of EUR 10,000.

Claims must be submitted within three (3) months of discovery and no later than three (3) months after termination.

9. Term and Termination

This Agreement enters into force on the Effective Date and remains in effect until terminated.

• Shook may terminate with 14 days' notice.
• The Creator may terminate with 30 days' notice, effective only after completion of ongoing Projects.
• Immediate termination is permitted in case of material breach.

Termination does not affect accrued rights or provisions intended to survive termination.

10. Performer Non-Compete

This section applies only to Performers.

For three (3) months following Project completion ("Restricted Period"), the Performer shall not provide similar services to Advertisers named in Project Plans without Shook's written consent.

A breach constitutes a material breach and grounds for immediate termination.

11. Miscellaneous

• The Creator acts as an independent contractor.
• Shook may amend these Creator Terms with two (2) months' notice.
• Invalid provisions shall be replaced in good faith.
• Rights and remedies are cumulative.
• Shook may assign this Agreement; the Creator may not.

12. Governing Law and Dispute Resolution

This Agreement is governed by Finnish law.

Disputes shall be resolved primarily by expedited arbitration under the Finland Chamber of Commerce in Helsinki, Finland, in English.

Either party may seek interim relief from a competent court, and the claimant may elect to bring proceedings before the District Court of Helsinki.