These Content Creator Terms and Conditions (“Terms”) set out the terms and conditions for you, as a recognised social media personality with a substantial number of followers whose personal style and public persona, values and profile are aligned to and sympathetic with the Company's brand and ethos, who wish to register, collaborate, or work (“Content Creator”) with Studio Ellipsis in the active promotion of the Endorsed Product to the extent and as specifically agreed in a separate Content Creator Collaboration Form or Agreement as accepted by the Content Creator (“Agreement”). In these Terms, "Company" means Studio Ellipsis Unipessoal Lda, a company registered in Portugal and located at Av. Duque de Loulé 12, 1st floor, 1050-090, Lisbon, Portugal, with commercial register number 518150216, being the publisher of Nightholme (“Game” or “Endorsed Product”), together with any of its current or future direct or indirect parent companies, subsidiaries, affiliates, successors, assigns, and entities under common ownership or control, including the IP owner of the Game (“IP Owner”). For the purposes of Section 5.1(g) and Section 8 (Intellectual property rights) of these Terms, the Company enters into the Agreement on its own behalf and as agent for and on behalf of the IP Owner, and the Content Creator acknowledges and agrees that all assignments, licences, consents and waivers granted under Section 8 are granted directly to, and vest directly in, the IP Owner and not the Company, the Company holding the benefit of Section 8 solely as agent for the IP Owner. Details of the IP Owner's corporate identity will be made available to the Content Creator upon written request to support@studioellipsis.com.

By ticking the relevant checkboxes in the Content Creator Form or Agreement (“Agreement”), the Content Creator confirms to understand and agree that Content Creator shall be bound by these Terms. Please read these Terms carefully, and if you have any questions, you can reach us by email at support@studioellipsis.com or by post at the above address.

1. Services

   1. Content Creator shall publish text guides (“Text Guides”), image guides (“Image Guides”, together with Text Guides, “Guides”), videos (“Videos”), Reel, Guide, Contest or other type of content as requested by the Company on YouTube, Facebook, Instagram, X, Discord, VK, TikTok or other platforms as requested by the Company (“Designated Social Media Platforms”) which meet all requirements set out in the Terms (“Compliant Content”) to promote the Endorsed Product. 

   2. The Compliant Content submissions shall be separately determined in the Form (“Agreed Compliant Content”). Company shall be entitled to either terminate the Form or reduce the amount of Compensation at its sole discretion in the event Content Creator fails to complete its Contribution as described in the Form or breaches the Terms.

   3. The Text Guides published by Content Creator shall be based on the description written in the Form agreed upon between the Company and Content Creator. The Text Guides must be reviewed and approved by the Company prior to being posted on the Designated Social Media Platforms. The Text Guides shall be properly formatted, including but not limited to the use of separate lines, paragraphs and serial numbers. Where appropriate and necessary, corresponding in-Game screenshots may be used for better readability. 

   4. The Content Creator shall not use any artificial intelligence tools or services (collectively, “AI Tools”) including so-called generative AI that can create text, images, video, audio, code, or other data based on training data in connection with the Contributions without obtaining Studio Ellipsis` prior written consent on a case-by-case basis. Content Creator shall (i) clearly disclose in writing to Studio Ellipsis any content created using AI and (ii) identify the specific AI used in each case. Content Creator remains obligated to comply with all its obligations in these Terms, even if Studio Ellipsis may have consented to the use of AI on an exceptional case-by-case basis. Please also read section 5 of these Terms. 

   5. The Image Guide published by Content Creator shall be practical and clear, shall demonstrate only his/her own understanding and/or opinions, and shall be in a widely accessible format (png, jpeg, pdf, etc.). The form of the Image Guide may be tables, moving pictures or comics, etc. In-Game screenshots alone shall not be considered Compliant Content.

   6. The Videos published by the Content Creator shall be based on the description written in the Form agreed upon between the Company and the Content Creator. The Videos must be submitted to, reviewed and approved by the Company prior to being posted on the Designated Social Media Platforms. Where appropriate and necessary, corresponding in-Game footage may be used. The Videos must be narrated with voiceover or subtitles and posted on YouTube or Twitch.

   7. All Content Creator’s expenses relating to the Agreed Compliant Content agreed in the Form shall be for Content Creator`s sole account, and these shall neither be included in the Compensation nor separately reimbursed.

2. Content Creator's other commitments 

   1. The Company shall be entitled to the Services on an exclusive basis in respect of Endorsed Products for the duration of the Agreement.

   2. The Content Creator:

      1. confirms, where applicable and as so requested by the Company that he/she has disclosed to the Company (where applicable as set out in Annex 1 of Schedule 2) his/her prior commitments to provide services to third parties during the term of the Agreement;

      2. agrees to continue to notify the Company in writing of all third-party commitments to which he/she agrees during that term within 14 days prior to entering into such commitment; and

      3. confirms that the fulfilment of any and all of these shall not cause the Content Creator to be in breach of the Agreement.

3. Content Creator's obligations

The Content Creator agrees to:

1. render the Services (the nature and content of which he/she acknowledges has been fully explained to the Content Creator) in connection with the Endorsed Product;

2. perform the Services and act as a Content Creator for the Company and the Endorsed Product conscientiously and in a competent manner and to the full limit of his/her skill and ability and comply with all the Company's reasonable instructions in connection with the Agreement promptly;

3. not make any claims as to the properties, functionality or other qualities of the Endorsed Product other than those explicitly authorised in the Company`s instructions;

4. promptly pass on to the Company any complaints the Content Creator receives about the Endorsed Product or any questions or comments the Content Creator receives in relation to the Endorsed Product;

5. not make any pejorative statement relating to the Company, any of the Company's other brand Content Creators or staff, or the Endorsed Product in public, online (including on social media), to the press or elsewhere;

6. perform the Services solely in accordance with the Company's instructions or as defined herein, and all applicable guidelines and regulations, as updated from time to time;

7. remove any and all posts over which the Content Creator has control at the request of the Company as soon as practicably possible;

8. ensure that the Content Creator`s biography on those social media accounts listed in Schedule 1 accurately reflects their association with the Company;

9. keep the Company informed throughout the term of the Agreement of his/her address, email address, telephone number and mobile telephone number;

10. inform the Company immediately of any criminal prosecution or other complaint brought against the Content Creator after the date of the Agreement and of any actual or likely press speculation or inquiry into them, his/her personal or business affairs, or publication in relation to such matters;

11. inform the Company as promptly as reasonably practicable of any material developments or changes in the circumstances or activities of the Content Creator which could reasonably be expected to adversely affect the Company’s use of the Contribution;

12. not do anything which in the Company's reasonable opinion would jeopardise the ability of the Content Creator to perform the Services or prejudice the goodwill or reputation of the Company or the Endorsed Product;

13. where applicable, not provide any services to any third party, whether or not such third party is a charity, non-profit organisation or public body, to endorse, promote or advertise any product or service that directly competes with the Endorsed Product, during the term of the Agreement, without the prior written consent of the Company;

4. Third-Party Top-Up Services and Account Sharing 

   1. Prohibition on Third-Party Top-Up Arrangements

The Content Creator shall not, directly or indirectly:

1. engage, partner with, promote, endorse, or accept payment, commission, or any other benefit from any third party engaged in the business of selling, reselling, brokering, or facilitating the purchase of in-game digital goods, credits, items, top-ups, or account recharges outside of the Company's official payment channels ("Unauthorised Top-Up Providers");

2. direct, refer, or encourage viewers, followers, or any other person to use an Unauthorised Top-Up Provider in connection with the Game;

3. provide an Unauthorised Top-Up Provider with promotional codes, referral links, discounts, account access, or any other form of support; or

4. receive or use in-game digital goods, credits, or items obtained through an Unauthorised Top-Up Provider, regardless of whether the Creator solicited the same.

For the avoidance of doubt, this clause does not prohibit the Content Creator from discussing, reviewing, or referencing the Game's official payment or top-up options as made available directly by the Company or its authorised payment partners.

2. Account Sharing and Access

   1. The Content Creator's Account is personal to the Creator and issued on the basis of the identity and eligibility criteria verified by the Company. The Content Creator shall not sell, lease, lend, transfer, gift, or otherwise share access to the Account (including login credentials, linked payment methods, or two-factor authentication access) with any third party, including but not limited to family members, boosting or levelling services, coaching services, or other creators.

   2. The Content Creator shall not use, operate, or authorize any other person to use the Account on the Content Creator's behalf, whether for the purpose of gameplay, content creation, or fulfilling any obligations under the Agreement, without the Company's prior written consent.

   3. The Content Creator remains fully responsible for all activity occurring on or through the Account, whether or not authorized by the Content Creator, and for any breach of the Agreement arising from such activity.

3. Consequences of Breach

Without prejudice to any other rights or remedies available to the Company under the Agreement or at law, a breach of Clause 4.1 or 4.2 shall entitle the Company to:

1. suspend or terminate the Content Creator's Account and/or the Agreement with immediate effect and without notice;

2. withhold, claw back, or require repayment of any fees, revenue share, rewards, or other compensation earned during the period of breach;

3. revoke any in-game digital goods, items, or benefits obtained in connection with the breach; and

4. pursue any other remedy.

4. Reporting Obligation

The Content Creator shall promptly notify the Company if the Content Creator becomes aware of any approach from, or activity by, an Unauthorised Top-Up Provider targeting the Content Creator, the Creator's community, or the Game generally.

5. Content Creator's warranties and indemnity

   1. The Content Creator warrants, represents and undertakes to the Company that:

      1. he/she has the legal capacity and is free contractually to enter into and to perform the Agreement and has not entered and will not enter into any professional, legal or other commitment which would or might conflict with or prevent him/her from doing so;

      2. he/she is 18 years of age or older and he/she agrees to provide the Company with identification to confirm his/her age if required to do so by the Company;

      3. he/she does not have any unspent criminal convictions of any kind subsisting at the date of the Agreement;

      4. the Contribution will be wholly original to the Content Creator (save to the extent that he/she incorporates material provided by the Company) and will not infringe the copyright or any other rights of any third party;

      5. the Contribution will not contain any defamatory matter nor breach any contract or law nor breach any duty of confidentiality, infringe any copyright or data protection rights, nor constitute contempt of court or obscenity;

      6. he/she is and will remain for the term of the Agreement a "qualifying person" within the meaning of any relevant Copyright, Designs and Patents Act in any jurisdiction (“CDPA”);

      7. The rights the Content Creator has granted to the Company and/or assigned to the IP Owner under Section 8 are vested in the Content Creator absolutely, and he/she has not previously assigned, licensed or in any way encumbered them (save under the terms of use of the social media platform where the copyright works are posted), and they agree not to do so in the future; and

      8. He/she has disclosed in writing to the Company all material facts that are relevant to his/her engagement as the Company's brand Content Creator, including the nature and duration of past and existing endorsement agreements between the Content Creator and third parties and endorsement agreements that are likely to be concluded during the term of the Agreement.

2. The Content Creator shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Company directly arising out of or in connection with any third-party claims or any action, adjudication or decision taken against the Company by any regulatory body, in each case directly or indirectly arising (in whole or in part) out of any breach by the Content Creator of 5.1.

3. The Content Creator hereby acknowledges and agrees that the Compensation described in the Agreement represents full and final consideration for the Content Creator`s Contribution, Services and any other services rendered under the Agreement.

4. The Content Creator hereby confirms that he/she is self-employed and solely liable for all tax due in respect of products he/she receives under the Agreement and shall indemnify the Company and keep the Company indemnified against any proceeding in respect of any non-payment by him/her in respect of any such tax.

6. Artificial Intelligence Tools Use Restrictions

Content Creator shall not use any artificial intelligence software or tools, including so-called generative AI that can create text, images, video, audio, code, or other data based on training data (“AI Tools”) in connection with the Agreement without obtaining the Company’s specific and express written consent on a case-by-case basis. In the event that the Content Creatorhas obtained Company’s written consent to use the AI Tools, Content Creator shall (i) clearly disclose in writing to Company any products, services or materials created using AI; and (ii) identify the specific AI used in each case; (iii) not use Company’s assets, Confidential Information, and personal data in any manner, including as prompts or training data, in connection with the AI Tools unless specific written consent has been obtained from Company. Content Creator remains obligated to comply with all its obligations in the Agreement, even if Company consents to the use of AI Tools. 

Content Creator also agrees that it shall not subcontract the Service to other subcontractors that will use AI Tools and related technologies to provide the Services in connection with the Agreement without Company’s written consent on a case-by-case basis. Content Creator remains primarily responsible for all the acts or failure to act of its subcontractors approved under the Agreement and shall ensure that any proposed subcontractor must first agree with Content Creator in writing on terms that are consistent with the rights and obligations under the Agreement.

7. Company's obligations & Content Creator`s Compensation

   1. In return for the Services provided, for the duration of the Agreement, Content Creator shall be entitled to compensation as set out in Schedule 1, subject to the conditions, the payment method, and the payment terms set out therein (“Compensation”). 

   2. The Company warrants, represents and undertakes to the Content Creator that the Content Creator's use, in accordance with the Agreement, of any materials provided to the Content Creator by the Company for incorporation into the Contribution will not infringe the copyright or any other rights of any third party.

   3. The Company shall indemnify the Content Creator against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Content Creator directly arising out of or in connection with any third-party claims or any action, adjudication or decision taken against the Content Creator by any regulatory body, in each case directly or indirectly arising (in whole or in part) out of any breach of 4.2.

8. Intellectual property rights

   1. The Content Creator assigns to the IP Owner absolutely with full title guarantee all its right, title and interest in and to the copyright and all other rights (including without limitation all performers’ property rights under the CDPA) throughout the world in all media whether now known or hereafter developed for the full period of copyright and all renewals, revivals, reversions and extensions thereof (and thereafter, insofar as the Content Creator is able, in perpetuity) including by way of present assignment of future copyright and all other rights in all products of the Services including, without limitation, all performances and literary, artistic and musical material created by the Content Creator in the course of providing the Services (together, the “Contribution”).

   2. The Content Creator irrevocably grants to the Company and the IP Owner his/her consent to make full use of the Contribution, and any extracts from the Contribution, in all media worldwide including but not limited in the Company’s and the IP Owner`s all official channels.

   3. The Content Creator irrevocably grants to the Company a non-exclusive licence worldwide for the term of the Agreement to use, and authorise others to use, the Content Creator`s name and the biography, images, slogans, logos and signature provided to the Company by the Content Creator (together, the “Content Creator Image”) and recordings of interviews commissioned by the Company in connection with the exploitation, advertising and promotion of the Endorsed Product and otherwise for the purposes of fulfilling the Agreement for the purposes of announcing and publicising, in all media, the Content Creator's association with, and provision of the Services to, the Company and in connection with any use of the Contribution, provided that no such use shall suggest that the Content Creator endorses any commercial products or services other than the Endorsed Product and, more generally, the Company's products and services. In addition, the Content Creator grants the Company a non-exclusive worldwide licence in perpetuity to use the Content Creator Image in connection with the Contribution for investor communications, archiving purposes, training and other internal and not primary advertising purposes. The Company agrees that all intellectual property rights in the Content Creator Image shall remain the exclusive property of the Content Creator.

   4. The Content Creator recognises that the Company has the unlimited right to edit, copy, alter, add to, take from, adapt and translate the Contribution and dub it into one or more foreign languages and the Content Creator irrevocably and unconditionally waives the benefit of his/her moral rights arising under the CDPA and performers' non-property rights arising under the CDPA in favour of the IP Owner and all its licensees, sub-licensees, assignees and successors in title to the copyright in the Contribution.

   5. The Company and/or the IP Owner shall have the right to continue to use the Contribution and the Content Creator Image perpetually after the Expiration Date, together with all publications made based on the Contributions during the term of the Agreement. 

   6. The Content Creator agrees to do such acts and execute such documents as the Company or the IP Owner may reasonably require to vest in or confirm to the IP Owner (or, as appropriate, the Company`s or the IP Owner's) successors in title and licensees the copyright and all other rights assigned or granted or purported to be assigned or granted by the Content Creator to the IP Owner under the Agreement. The Company shall reimburse the Content Creator for reasonable costs incurred by them in so doing.

   7. This Section survives the expiration or termination of the Agreement.

      
      

9. Publicity

   1. The Content Creator agrees to refer all inquiries from the media and other third parties received by him/her concerning the Company or the Agreement to support@studioellipsis.com or through the communication channel designated by the Company on the Discord platform.

   2. The Content Creator shall be reasonably and clearly identified at all times and by Content Creator`s name, where applicable, in all material exploited by the Company under the Agreement, whether supplied by the Content Creator, created specifically for the purposes of the Agreement, issued in supporting press releases, or otherwise.

      
      

10. Limitation of liability and indemnity

    1. References to liability in this Section include every kind of liability arising under or in connection with the Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

    2. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

    3. Nothing in the Agreement limits any liability which cannot legally be limited, including but not limited to liability for:

       1. death or personal injury caused by negligence; and

       2. fraud or fraudulent misrepresentation.

    4. Subject to 10.2 (no limitations in respect of deliberate default), and 10.3 (liabilities which cannot legally be limited):

       1. each party's total liability to the other shall not exceed the amount of the paid Compensation save that this cap shall not apply to either party's indemnification obligations under Sections 5.2 and 7.3;

       2. neither party shall have any liability to the other for:

          1. loss of profits;

          2. loss of sales or business;

          3. loss of agreements or contracts;

          4. loss of anticipated savings;

          5. loss of use or corruption of software, data or information;

          6. loss of or damage to goodwill; or

          7. indirect or consequential loss;

       3. the Company shall have no liability for loss of publicity or loss of opportunity to enhance the Content Creator's reputation, even if the Company delays or abandons the production, sale or exploitation of the Endorsed Product or the use of the Services.

          
          

11. Termination

    1. The Company shall be entitled to terminate the Agreement on written notice with immediate effect, whether or not the Content Creator has been suspended previously, if the Content Creator:

       1. is in breach of any material obligation contained in the Agreement and (where such breach is capable of remedy) has failed to remedy that breach within seven (7) days of being notified of it;

       2. is incapacitated or prevented from rendering the Services for more than either fourteen (14)  consecutive days or 28 days in the aggregate;

       3. has committed a crime or has become involved in any situation or activity (including use or other association with illegal or illicit drugs) which tends in the reasonable opinion of the Company to expose the Company to disrepute, contempt, scandal or ridicule, or would tend to shock, insult or offend the public in any territory in which the Content Creator is rendering Services, or reflects unfavourably on the Company's reputation or products or if any act or conduct of the Content Creator shall prejudice the production or successful sales and exploitation of the Endorsed Product. The Company's decision on all matters arising under this clause shall be conclusive; or

       4. becomes bankrupt or any of his/her businesses become insolvent; or

       5. the Content Creator fails to provide the Services in conformance with the requirements (if any) as specifically set out in Schedule 1.

    2. The Company may terminate the Agreement at any time for convenience on seven (7) days ’written notice to the Content Creator.

    3. On termination of the Agreement:

       1. the Content Creator shall cease to associate him/herself with the Company and remove references to the Company and the Endorsed Product from his/her social media profiles and, to the extent so requested by the Company, any past social media posts over which he/she has control;

       2. neither party shall have any further obligation to the other under the Agreement except as provided in the Agreement;

       3. the parties shall retain all rights, remedies and obligations that have accrued or become due prior to termination; and

       4. the Company will remain entitled to all rights granted or assigned to it under the Agreement.

12. Assignment and other dealings

    1. The Content Creator shall not assign, transfer, mortgage, charge, subcontract or deal in any other manner with any of his/her rights and obligations under the Agreement.

    2. The Company may at any time assign or deal in any other manner with any or all of its rights and obligations under the Agreement with or in relation to any Company group affiliate (meaning any parent, subsidiary or affiliate of the Company, including the IP Owner).

13. No partnership or agency

    1. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party.

    2. Each party that has rights under the Agreement is acting on its own behalf and not for the benefit of any other person.

14. Notices

    1. Any notice or other communication to be given to a party under or in connection with the Agreement shall be in writing and shall be:

       1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

       2. sent by email to: for Content Creator to the e-mail address included on page 1 of the Agreement; for Company: support@studioellipsis.com or such email address as each party shall notify to the other in writing from time to time. 

    2. Any notice given to the Content Creator under Section 14.1(b) by email shall be deemed to have been received when the Company receives a "read receipt" notification that the notice email has been opened or, if no read receipt is requested, six hours after the notice is sent.

    3. Any other notice or communication sent under the Agreement shall be deemed to have been received:

       1. if delivered by hand, at the time the notice is left at the proper address;

       2. if sent by pre-paid first-class post or other next working day delivery service, at the 5th Business Day after posting; or

       3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours mean 9.00 am to 5.00 pm 

       4. Monday to Friday on a day that is not a public holiday in the place of receipt.

    4. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

15. Entire agreement

    1. the Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

    2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.

16. Variation

No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17. Remedies

    1. The Content Creator acknowledges that in the event of any breach of any of the terms of the Agreement by the Company, the Content Creator's sole remedy will be an action at law for damages and in no event will it be entitled to rescind the Agreement or receive any injunctive or other equitable relief which may affect the Company's ability to exploit its rights relating to the Endorsed Product or the Contribution.

    2. The Content Creator acknowledges that the Services are of a unique character, and acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of the Agreement by the Content Creator. Accordingly, and without prejudice to any other rights or remedies that the Company may have under the Agreement, the Company shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the terms of the Agreement.

18. Data protection

Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) any data protection legislation from time to time in force in Switzerland including Swiss Federal Act on Data Protection and the regulation (EU) 2016/679 the General Data Protection Regulation (GDPR). This clause is in addition to, and does not reduce, remove, or replace, a party’s obligations arising from such requirements. 

Content Creator’s personal data under the Agreement will be processed by Company in accordance with the Privacy Policy: https://www.studioellipsis.com/privacy-policy

19. Anti-bribery

    1. The Content Creator shall:

       1. comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption, including but not limited to the bribery acts in relevant jurisdictions (“Relevant Requirements”);

       2. comply with such policies relating to ethics, anti-bribery and anti-corruption as the Company may provide to the Content Creator and update from time to time; and

       3. promptly report to the Company any request or demand for any undue financial or other advantages of any kind received by the Content Creator in connection with the performance of these Terms.

    2. Breach of this Section shall be deemed a material breach of these Terms.

20. Waiver

No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

21. Third-party rights

No one other than a party to the Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms, save that the IP Owner shall have the right to enforce Section 5.1(g), Section 8 (Intellectual property rights) and Section 23 (Confidentiality) directly against the Content Creator pursuant to Article 443 of the Portuguese Civil Code (contrato a favor de terceiro), which right the IP Owner may exercise without first requiring an assignment or subrogation of such rights from the Company.

22. Counterpart

The Agreement may also be executed and delivered by email (with a signed PDF attachment) or via electronic signatures (DocuSign or Adobe, or any reputable globally acknowledged equivalent e-signing tool). The Parties acknowledge and agree that each of the Parties shall be bound by its electronic signature under the Agreement and by the applicable terms of the relevant e-signing tool, which agreements shall be deemed originals with full binding legal effect.

23. Confidentiality

    1. The Content Creator undertakes that he/she shall not at any time during the Agreement, and for a period of three years after termination of the Agreement, disclose to any person any confidential information concerning the business affairs, customers, clients or suppliers of the Company or of any member of the group of companies to which the Company belongs except as expressly permitted in this clause.

    2. The Company undertakes that it shall not at any time disclose to any person any confidential information concerning the Content Creator, his/her business affairs, personal matters and relationships and those of their immediate family.

    3. Each party may disclose the other party's confidential information:

       1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause; and

       2. as may be required by law, to a court of competent jurisdiction or any governmental or regulatory authority.

    4. Neither party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement

24. Governing law

the Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Portugal.

25. Jurisdiction

Each party irrevocably agrees that the courts of Lisbon, Portugal shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or format.