Hapvee Creator Incentive Program

These Hapvee Creator Incentive Terms govern your (referred to herein as you, your, and/or Creator) participation in Hapvee Creator Incentive Program (defined below). By participating in a Hapvee Creator Incentive Program (including by accessing any Hapvee Creator Incentive Program feature also known as Hapvee for Creators features or by accepting payment from Synergic foods Ltd (referred to herein as Hapvee) in connection with any Hapvee Creator Incentive Program), you agree to these Hapvee Creator Incentive Terms. Please read these Hapvee Creator Incentive Terms carefully.

Through participation in a Hapvee Creator Incentive Program, Creators are eligible to earn rewards for taking certain actions and/or achieving certain performance targets as defined by the relevant Hapvee Creator Incentive Program Rules. The following definitions apply to these Hapvee Creator Incentive Terms:

Content means your text, photo, video, or audio content on Hapvee, including but not limited to recipe posted, your profile picture, recipe images, recipe preview and step-by-step videos and audios or other formats specified by us that are posted on an Hapvee account controlled or operated by you or by your representative or agent.

Hapvee Creator Incentive Program means any program through which Creators are eligible to earn rewards from Hapvee for taking certain actions with respect to their Content and/or achieving certain performance targets for that Content as defined by us.

Hapvee Creator Incentive Program Rules (or “Program Rules”) means any terms, conditions, or requirements that specify that they apply to a Hapvee Creator Incentive Program and that reference these Hapvee Creator Incentive Terms. Program Rules may be presented in-app, by email, or through some other means specified by us.

Creator, you, or your means the person or entity that posts the Content, or its authorized agent (as applicable) or all other individuals or entities acting on your behalf, at your direction, under your control, or under the direction or control of the same individual or entity who controls you.

Hapvee, we, our, or us, the company means Synergic foods Limited, or any related Synergic foods entity.

• 1. Your participation in any Hapvee Creator Incentive Program is subject to, and you agree to comply with (a) Hapvee Partner Monetization Policies; (b) Hapvee Content and Monetization Policies; (c) Hapvee Community Guidelines. We reserve the right, in our sole discretion, to withhold or not issue payment to you if you or your Content fail to comply with any of our terms and policies, including but not limited to the policies listed herein.
• 2. To be eligible for payment in connection with a Hapvee Creator Incentive Program, you must comply with the relevant Program Rules, including any prerequisites of payment defined in those Program Rules. Whether or not defined in the Program Rules, you must also complete any program onboarding and payment enrollment process associated with the relevant Hapvee Creator Incentive Program.
• 3. Your acceptance of these Hapvee Creator Incentive Terms does not guarantee your access to any Hapvee Creator Incentive Program or to any payment pursuant to such program. We reserve the right to provide or restrict your access to the Hapvee Creator Incentive Programs (and any payments made pursuant to those programs), or to terminate any Hapvee Creator Incentive Program, in our sole discretion at any time and for any reason.
• 4. There are no representations, warranties or guarantees, express or implied, about whether you will receive payment pursuant to a Hapvee Creator Incentive Program or how much payment you may receive. Payment made pursuant to a Hapvee Creator Incentive Program does not reflect or guarantee your entitlement to any future payment.
• 5. In connection with any Hapvee Creator Incentive Program, you will only provide Content for which you own and/or control all rights (or have obtained all necessary licenses/permissions to such rights), globally, including rights in any sound recordings or musical compositions included in the Content and any performers appearing in it, and your Content will not infringe the rights of any third parties.
• 6. You will not, and will not authorize or encourage any third party to, directly or indirectly, generate viewers or generate impressions, clickthroughs, conversions or other actions with respect to any Content through any automated, deceptive, fraudulent or otherwise invalid means, including through repeated manual clicks, the use of “robots” or other automated tools, or by payment of money, false representation, or any illegal or otherwise invalid means for end users to take actions with respect to that Content. To the extent you are entitled to payment based on existing impressions (or any other metric), you warrant that those metrics did not result from any automated, deceptive, fraudulent or otherwise invalid means.
• 7. You will provide us with all applicable tax ID, tax forms, documents, or certifications as may be required by applicable law for us to satisfy any tax information reporting and/or withholding tax obligations with respect to any payments hereunder. Where applicable, we shall be entitled to deduct and withhold from any consideration payable such amounts as are required to be deducted or withheld therefrom under any provision of UK law, state, local or foreign tax law, or under any other applicable law (collectively, “Withholding Taxes”). Where applicable, you agree that you will be solely responsible for compliance with all applicable tax regulations. Where applicable, you (a) agree that we will prepare and issue VAT invoices under self-billing arrangement, (b) acknowledge and accept the validity of such self-billed invoices, and (c) agree that you will be responsible for timely remittance to applicable tax authorities of any tax amounts on such self-billed invoices that were paid to you by us. You acknowledge that we are subject to UK economic restrictions and trade sanctions. As such, we reserve the right to deny payment of monthly fees when required by applicable law.
• 8. In the event that any remittance made by us to you is subject to any Withholding Taxes, the full amount of any such Withholding Taxes shall be solely for your account. We may deduct the full amount of such withholding tax from the gross amount owed to you, and will pay the full amount withheld over to the competent tax authorities.
• 9. Our responsibility for anything that happens in connection with any Hapvee Creator Incentive Program (also called “liability”) is limited as much as the law will allow. If there is an issue with a Hapvee Creator Incentive Program, we can't know what all the possible impacts might be. You agree that we won't be responsible (“liable”) for any lost profits, revenues, information, or data, or consequential, special, indirect, exemplary, punitive, or incidental damages arising out of or related to these Hapvee Creator Incentive Terms, even if we know they are possible.
• 10. You agree to indemnify and hold us harmless from any claims, suits, losses, liabilities, damages, costs, and expenses, including without limitation, reasonable attorney fees and costs, arising out of or in any way connected to the Content or your breach of the Hapvee Creator Incentive Terms.
• 11. You represent and warrant that: (i) you have the full right and power to agree to these Hapvee Creator Incentive Terms and to perform your obligations hereunder; and (ii) the performance of your obligations hereunder will not conflict with any obligations you may have to any other party.
• 12. If you are participating in an Hapvee Creator Incentive Program on behalf of a third party (including, but not limited to, as an agent or representative of a Creator), you represent and warrant that you have the authority as agent of such party to participate in such programs on their behalf, agree to these Hapvee Creator Incentive Terms, and hereby bind such party to these Hapvee Creator Incentive Terms. You agree to indemnify and hold us harmless from any claims, suits, losses, liabilities, damages, costs, and expenses resulting from your breach of the Hapvee Creator Incentive Terms. If you are accepting these Hapvee Creator Incentive Terms as an admin of a business, these Hapvee Creator Incentive Terms shall apply to all relevant Content and accounts owned or operated by your business at the time of acceptance and thereafter.
• 13. You may extend these Hapvee Creator Incentive Terms to any of your affiliates, agents or representatives, subject to their compliance, in which case, (a) you enter into these Hapvee Creator Incentive Terms on behalf of yourself and such participating affiliates, (b) you shall remain responsible for a breach of these Hapvee Creator Incentive Terms by such affiliates, and (c) references to “you” or “your” herein shall be interpreted as applying to such affiliates where applicable.
• 14. You may extend these Hapvee Creator Incentive Terms to any of your affiliates, agents or representatives, subject to their compliance, in which case, (a) you enter into these Hapvee Creator Incentive Terms on behalf of yourself and such participating affiliates, (b) you shall remain responsible for a breach of these Hapvee Creator Incentive Terms by such affiliates, and (c) references to “you” or “your” herein shall be interpreted as applying to such affiliates where applicable.
• 15. You will not issue or permit any other party to issue any press release or otherwise make any public statements or disclosures (including via online media) regarding these Hapvee Creator Incentive Terms, the transactions contemplated by these Hapvee Creator Incentive Terms or performed hereunder, or about the relationship of the parties without our prior written approval.
• 16. You agree to keep strictly confidential any non-public information disclosed to you as a result of your participation in an Hapvee Creator Incentive Program, including, where applicable, the content of any non-public Hapvee Creator Incentive Program Rules and of any other communications to you from us, whether surfaced on Hapvee, by email, or through some other means.
• 17. Where applicable, you accept that completion of the payment enrollment process within six months after you accept these Terms is a condition of payment. If you do not complete the payment enrollment process within six months after accepting these Terms, you forfeit and waive all rights to receive payment of any funds.

The parties hereby supplement Hapvee’s Terms of Use and all other terms, conditions and policies incorporated therein (collectively, the “Hapvee Terms”) by means of these Hapvee Creator Incentive Terms. The Hapvee Creator Incentive Programs are part of the “Synergic foods Products” (Hapvee and Hapvee for Creators) provided to you by Synergic foods Ltd., and your participation in any Hapvee Creator Incentive Program is deemed part of your use of Synergic foods Products. In the event of any express conflict between these Hapvee Creator Incentive Terms and the Hapvee Terms, these Hapvee Creator Incentive Terms will govern solely with respect to your participation in any Hapvee Creator Incentive Program and solely to the extent of the conflict. Hapvee Terms of Use include a provision that requires the resolution of most disputes by arbitration on an individual basis. These Hapvee Creator Incentive Terms do not alter in any way the terms or conditions of any other agreement you may have with us. We reserve the right to monitor or audit your compliance with these Hapvee Creator Incentive Terms and to update these terms from time to time at our discretion, and your continued participation in a Hapvee Creator Incentive Program constitutes acceptance of those changes.