Terms of Service (celebrity)

1. Scope of application

    1.1 wewave is an offer of surprise surprise GmbH, Simon von Utrecht Str. 1, 20359 Hamburg, Germany (hereinafter "wewave").

    1.2 These General Terms and Conditions (hereinafter "GTC") shall apply to all contracts concluded by a Participant with wewave. The inclusion of the Participant's own terms and conditions is hereby objected to, unless otherwise agreed.

    2. Subject matter of contract

    wewave offers its customers the possibility to book personalized video messages from celebrities (hereinafter referred to as "Participant") on the platform wewave.com.

    The subject of the contract between wewave and the Participant is the creation and provision of the video according to the specifications of the customer by the Participant.

    3. Participation

    3.1 In order to become active as a Participant on the Platform, a written registration via e-mail or website form must be submitted to wewave. Only after verification and confirmation of the registration by wewave, a registration is considered confirmed. The Participant undertakes to provide all information correctly and truthfully and, in the event of changes in the course of using the Platform, to change this information immediately via the app provided or to instruct wewave to make the change if it is not possible for the Participant to make the change himself.

    3.2 After successful registration, wewave shall create a user account and a public user profile for the Participant. The Participant undertakes to provide wewave with the required data for the profile (introductory video, 2 profile photos, introductory text, hereinafter "profile material") without delay. Only upon receipt of the complete data, a profile can be placed online and the participant can receive video requests.

    4. Smartphone Application ("App")

    4.1 All Participants will be provided with an IOs App after registration by wewave, which will enable them to receive video requests, record video messages and manage their user account. It is also possible to make changes to the profile; this includes changing the video price.

    4.2 The Participant is expressly prohibited from using the App for other purposes outside the Platform and from passing the App on to third parties. The use of the App as well as the management of the User Account at wewave is only permitted by the Participant, unless otherwise agreed with wewave (e.g. use by management). The Participant shall ensure this at all times.

    5. Public User Profile

    5.1 In addition to the introductory text and video, as well as the profile picture, the following information may also be displayed by wewave on the user profile:

    a) The price of the video message

    b) Various categories and keywords under which the participant is listed

    c) The current video ratings that customers can give after ordering and receiving a video message

    d) The average response time of the participant to video requests

    e) Information about the charity supported and the percentage the participant gives to the charity from their earnings

    f) Sample videos already made by the participant for clients, as long as the clients have agreed to publish them

    g) Reaction videos of fans to video messages of the corresponding Participant

    The participant has the right to demand the removal of a single or all reaction or sample videos on his profile by wewave.

    6. Contractual obligations of the participant

    6.1 As soon as a video request is made by a customer, the participant will receive a notification in his app, as well as by email.

    6.2 Participants can generally decide individually whether to respond to a video request, but are strongly encouraged to do so if the request does not violate any laws or wewave's Terms and Conditions. An individual contract between wewave and the Participant in relation to the respective video message is only concluded when the Participant confirms the request by recording and sending the video. If the Participant does not confirm the request within 6 days, the request shall be deemed rejected.

    6.3 If the participant confirms the request, he/she thereby undertakes to create the video message within 6 days of receipt of the request and to send it in the agreed manner.

    a) The minimum length of a video message is 20 seconds, a maximum duration is not specified. The participant undertakes to mention at least the following content points in each video message:

    b) Name of the participant (own name)

    c) The occasion stated in the video request

    d) The name(s) of the person ordering and receiving the video message.

    It is desirable if further specifications and wishes of the customer are addressed, but this is not obligatory.

    6.4 In principle, the participant has the option of switching his user profile "offline" via the app so that no further customer inquiries are received. This should only be used in exceptional cases, e.g. in the event of illness or vacation.

    6.5 The participant is obliged to rectify the video message if the video message created has significant defects. This applies in particular in the event of poor sound or image quality or significant deviations of the video message from the video request. Significant deviations include, in particular, failure to mention one's own name, the name of the orderer and the recipient or the occasion of the video request. In this case, the participant will be given a one-time opportunity to submit a corrected video. The deadline for this is the same deadline that applied to the original video (6 days after receipt of the 1st request). If gross discrepancies continue to exist in the re-recorded video, the request shall be deemed not to have been fulfilled. In this case, the participant's claim to remuneration shall lapse. 

    7. Granting of rights of use

    7.1 The Participant grants wewave a non-exclusive, transferable, simple, temporally and geographically unrestricted right of use and exploitation (license of use) to the private video messages ("Private Video") created by the Participant within the scope of the attached "General Terms and Conditions (Customer)" for the personal, non-commercial use of the Customer. The right includes publication on a personal website or social media channel (such as Instagram, Facebook, LinkedIn, TikTok, Twitter, etc.) as well as sending via messenger services by the customer (e.g. WhatsApp, Facebook Messenger, Telegram, etc.). This use must be in accordance with the respective terms and conditions of the provider.

    7.2 The Participant grants wewave a non-exclusive, transferable, simple, locally unrestricted right of use and utilization (utilization license) to the commercial video message ("Business Video") sent by the Participant within the scope of the attached "General Terms and Conditions (Customer)", however, subject to the following deviating provisions:

    a) The video may be used by the customer for commercial purposes worldwide. This exclusively includes the use of the video in communication with business partners and customers via social media platforms, messenger services or the customer's own website or the use in digital advertisements on the Internet, e.g. online advertising on social media or other websites.

    b) The use is limited to a period of 3 months from receipt of the video message by the customer. Longer use must require the conclusion of a separate agreement with wewave before the expiration of the 3 months (business@wewave.de).

    7.3 For the purpose of the aforementioned non-exclusive granting of rights, the Participant grants wewave the right to copy and distribute the Private and Business Videos at the time of transmission, in particular the right of public access (including database and streaming rights), the editing right for the purpose of optimizing the technical and creative presentability, as well as the right to use the Private and Business Videos, including the name, voice and likeness of the Participant and the profile material provided by the Participant in accordance with Section 3. 2 in the context of self-promotion for wewave and the Platform, to publish, in particular but not limited to, press releases naming the Participant, to make the private and business videos and the Participant's profile material publicly available on the Internet including on social media portals, e.g. in digital advertisements and social media posts. The transfer includes the right to transfer to third parties.

    8. Prices and remuneration

    8.1 The price for a video message is determined by the participant and must be at least 10 € (incl. VAT). A maximum price will not be set.

    8.2 75% of the amount resulting from the collected price minus VAT (hereinafter referred to as "Net Proceeds") will be credited to the Participant's wewave account after successful creation and acceptance of a video message by the Client. Upon payment of this remuneration, all claims of the Participant against wewave arising from the fulfillment of the Participant's contractual obligations, including the granting of the rights of use pursuant to Section 7, shall be settled in full.

    8.3 25% of the net proceeds shall remain with wewave for the operation of the Platform.

    8.4 The participant undertakes to forward the percentage visible on his/her user profile ("charity share") to the specified charity at least once every quarter. The charity portion shall be borne by the participant and must be deducted from the forwarded 75% of the net proceeds.

    8.5 The distribution of the Participant's credit balance at wewave takes place monthly and, in order to be able to include possible payment returns, in each case at the beginning of the second month following the settlement month (example: on 01.07. for the month of May, on 01.11. for the month of September).

    8.6 The Participant undertakes to store a Paypal e-mail address or bank details in his/her user account, which can be used to make the payments. The Participant undertakes to keep these always up to date. wewave does not assume any additional costs of the payout, if the payout data is not correct.

    8.7 wewave is not liable for fees incurred by the Participant for receiving payments from the wewave account balance.

    9. Charities

    9.1 The Participant agrees to forward at least 5% of the total net proceeds to a charitable organization ("Charity"). The Participant can see on the monthly statement exactly how much of the Charity portion to be forwarded.

    9.2 The percentage of the Charity Share can be increased as desired, but not more than the total amount of the Subscriber's share of the Video Fee (75%).

    9.3 Which Charity will benefit from the Participant's earnings will be determined by the Participant upon registration. The Charity must have an official non-profit status, which must be proven within 7 days (only upon possible request by wewave). Furthermore, the Participant guarantees that the Charity does not violate applicable laws, does not violate any rights of third parties and, in particular, does not violate criminal law provisions, property law, copyright law, competition law, youth protection law, trademark law and other industrial property rights as well as personal rights of third parties and morality.

    9.4 wewave reserves the right to reject a Charity or to remove it from the User Profile by giving reasons. wewave will only make use of this for justified reasons.

    9.5 The Participant may change the Charity he/she supports at any time.

    9.6 If the Participant does not name a specific Charity upon registration, the non-profit organization "Viva con Agua de Sankt Pauli e.V.", Neuer Kamp 32, 20357 Hamburg, Germany, will automatically receive 5% of the total net proceeds, which will be borne by the Participant, as a default by wewave.

    9.7 The Participant also assures that wewave has the right to include the name and logo of the Charity on the User Profile of the Participant as well as other sub-pages of the Platform.

    10. Release

    The Participant assures that the content and information provided by him/her does not infringe upon the rights of third parties in an unlawful manner. He/she indemnifies wewave from justified claims of third parties in this context and reimburses wewave for the reasonable costs of legal defense. This does not apply if the Participant is not responsible for the infringement. wewave undertakes to inform the Participant immediately of any possible infringement of third party rights in this context of which it becomes aware and to give the Participant the opportunity to comment within a reasonable period of time. If wewave culpably violates its duty to inform the Participant, the Participant may not invoke the indemnification claim regulated herein. Possible claims for damages by wewave remain unaffected.

    11. Liability

    11.1 wewave is liable to the Participant for all contractual, quasi-contractual and legal, including tortious claims for damages and reimbursement of expenses as follows:

    a) for any legal reason without limitation in case of intent or gross negligence, intentional or negligent injury to life, body or health,

    b) on the basis of a warranty promise, unless otherwise stipulated in this respect,

    c) due to mandatory liability according to the Product Liability Act.

    In addition, wewave is liable to the Client for culpable violation of essential contractual obligations. Material contractual obligations are obligations that the contract imposes on the seller according to its content to achieve the purpose of the contract, the fulfillment of which makes the proper execution of the contract possible in the first place and on whose compliance the participant may regularly rely.

    If wewave negligently violates an essential contractual obligation, liability is limited to the foreseeable damage typical for the contract, unless liability is unlimited in accordance with the above section.

    11.2 In all other respects, any liability of wewaves shall be excluded.

    The above liability provisions shall also apply with regard to the liability of wewaves for its vicarious agents and legal representatives.

    12. Powers of wewave

    12.1 wewave has the right to temporarily or permanently exclude Participants from using the Offer and/or to restrict or delete User accounts and/or functions at any time in the event of violations of these Terms of Use, laws and/or other rules published on the Platform.

    12.2 wewave reserves the right to expand, improve or change the services offered to the Client at any time. The Participant will be informed about such changes at regular intervals. Requests already accepted by the Participant upon receipt of the information remain unaffected by the changes.

    12.3 wewave reserves the right to change these GTC, in particular in the event of changes to the law or jurisdiction or in connection with improvements to the range of services. The amended terms and conditions will be sent to the Participants by e-mail no later than four (4) weeks before they come into force. If a Participant does not object to the validity of the new GTC within four (4) weeks after receipt of the e-mail, the amended GTC shall be deemed accepted. wewave shall separately inform the Participants of the possibility of objection and the significance of this deadline in the e-mail containing the amended terms and conditions.

    13. Confidentiality

    The Participant shall treat as strictly confidential all business transactions of wewave that come to its knowledge in connection with the conclusion and performance of the Agreement, in particular, but not exclusively, concerning the contents of this Agreement, the activities of other Participants of wewave, business models and marketing strategies as well as sales, usage and customer figures of wewave. The Participant shall only grant access to confidential information of wewave to such third parties (e.g. agents, consultants, other advertising partners) who are subject to professional secrecy or who have previously been imposed obligations corresponding to the confidentiality obligations of this Agreement. The confidentiality obligation shall apply indefinitely beyond the term of this Agreement.

    Excluded from this obligation is such confidential information,

    a) which was demonstrably already known to the Participant at the time of conclusion of the Agreement or which subsequently becomes known to the Participant from a third party without violating a confidentiality agreement, statutory provisions or official orders;

    b) which are publicly known at the time of conclusion of the contract or are made publicly known thereafter, insofar as this is not based on a breach of this contract;

    c) which must be disclosed due to legal obligations or by order of a court or authority. To the extent permissible and possible, the Participant obligated to disclose shall inform wewave in advance and give it the opportunity to take action against the disclosure.

    14. Jurisdiction & Applicable Law

      The law of the Federal Republic of Germany shall apply to all legal relationships of the parties, excluding the laws on the international purchase of movable goods.

      If the Participant acts as a merchant, legal entity under public law or special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract shall be the registered office of wewaves. If the Participant has its registered office outside the territory of the Federal Republic of Germany, the registered office of wewave shall be the exclusive place of jurisdiction for all disputes arising from this Agreement if the Agreement or claims arising from the Agreement can be attributed to the professional or commercial activity of the Client. wewave shall, however, be entitled in the above cases in any case to bring an action before the court at the registered office of the Client.

      wewave is entitled to adjust the GTC in the event of changes in the law, changes in case law or other changes in the general conditions on which these GTC are based. The essential contractual components remain unaffected. wewave will inform the participant of the changes at least six weeks before the intended entry into force of the new GTC. If the participant does not object to the validity at least in text form by the notified effective date, the new GTC shall be deemed accepted. wewave will point out this legal consequence to the Participant when notifying the changes.