1. INCORPORATION AND SCOPE
1.1. These Standard Terms and Conditions ("Terms") are expressly incorporated by reference into the Influencer Marketing Agreement – Term Sheet ("Cover Page") executed between SOK BEAUTY SALON LTD, a company registered in Cyprus under number HE 452867 ("Company"), and the individual or entity identified on the Cover Page ("Influencer").
1.2. In the event of any direct conflict between the Cover Page and these Terms, the provisions of the Cover Page shall prevail.
2. GRANT OF RIGHTS (COMMERCIAL LICENSE)
2.1. The Influencer retains overarching ownership of their original content. However, the Influencer hereby grants to the Company a worldwide, royalty-free, fully paid-up, irrevocable, sub-licensable, and transferable license to use, reproduce, distribute, display, publicly perform, and create derivative works from the Deliverables for any commercial, promotional, or advertising purpose.
2.2. Irrevocability & Duration: This license shall survive the termination or expiration of this Agreement. For the avoidance of doubt under Cyprus Contract Law (Cap. 149), the license granted herein is not subject to termination for convenience by the Influencer.
3. EXPLICIT AI MODIFICATION CONSENT
3.1. Pursuant to the specific consent initialled on the Cover Page, the Company holds the absolute right to use generative Artificial Intelligence (AI) systems to alter, modify, and create synthetic variations of the Deliverables.
3.2. Permitted AI Modifications: This includes modifying the Influencer’s Likeness (body shape, facial features, skin tone), generating synthetic backgrounds, and altering the fit or appearance of the lingerie and clothing.
3.3. Prohibited AI Use (NCII): The Company strictly warrants that it shall not use AI to create non-consensual sexually explicit imagery (NCII) or defamatory content portraying the Influencer.
3.4. Regulatory Labelling: The Influencer acknowledges that the Company shall comply with Article 50 of the EU AI Act and may place "AI-generated" or "Deepfake" watermarks and labels on the modified Deliverables.
4. NON-ASSERTION OF MORAL RIGHTS
4.1. The Influencer acknowledges that under the Cyprus Copyright and Related Rights Law (59/1976), moral rights exist for the lifetime of the author.
4.2. To the absolute maximum extent permitted by applicable law, the Influencer irrevocably covenants and agrees not to assert, maintain, or enforce against the Company, its licensees, or successors, any moral rights, including the right of paternity and the right of integrity, arising in the Deliverables. The Influencer expressly agrees that the Company may edit, alter, crop, or subject the Deliverables to AI modification without such actions constituting derogatory treatment.
5. CARO DISCLOSURE OBLIGATIONS & COMPLIANCE
5.1. The Influencer acts as a "trader" under the Cyprus Consumer Protection Law 2021. The Influencer represents and warrants strict adherence to the ISEEME Influencer Disclosure Guidelines and the Cyprus Advertising Regulation Organisation (CARO) Code of Ethics.
5.2. The Influencer shall clearly and conspicuously include #ad or #paidpartnership in the first line of all captions prior to publication.
6. INDEMNIFICATION AND LIMITATION OF LIABILITY
6.1. Indemnification: The Influencer shall indemnify, defend, and hold harmless the Company, its directors, and employees from and against any claims, damages, liabilities, costs, and regulatory fines (including those levied by the Consumer Protection Service or Data Protection Commissioner) arising directly or indirectly from: (a) third-party intellectual property infringement claims regarding the Deliverables (e.g., unauthorized music or fonts); and (b) the Influencer’s failure to comply with Section 5 (Disclosure Obligations).
6.2. Limitation of Liability: Excluded from gross negligence or willful misconduct, the Company’s aggregate liability to the Influencer for any claim arising out of these Terms shall not exceed the total consideration paid under the Cover Page.
7. INDEPENDENT CONTRACTOR
7.1. The Influencer provides services to the Company strictly as an independent contractor. Nothing in these Terms creates an employment, partnership, or agency relationship.
7.2. The Influencer is solely responsible for declaring and paying all applicable income taxes, VAT, and social insurance contributions in their tax jurisdiction, bearing full responsibility for compliance with the Cyprus Tax Reform framework.
8. GOVERNING LAW AND JURISDICTION
These Terms shall be governed by and construed in accordance with the laws of the Republic of Cyprus. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the competent courts of Nicosia, Cyprus.
