Terms and conditions

Two documents. Which one binds you depends on which side of a program you are on.

Version 2026-09-10

ROCKET JUICE — BRAND TERMS AND CONDITIONS

Operator
Operator
Rocket Juice s. r. o.
Registered seat
Vajanského 1955/58, 921 01 Piešťany, Slovak Republic
Company ID (IČO)
57730393
Tax ID (DIČ)
2122903222
VAT
Not registered for VAT
Commercial register
Obchodný register Okresného súdu Trnava, oddiel: Sro, vložka č. 63692/T
Platform
getrocketjuice.com
This document
Last updated
30 July 2026
Version
1.0

These Brand Terms and Conditions (the "Terms") govern the access to and use of the Rocket Juice platform and related services by any business that registers as a Brand.

The Terms are entered into between:

Rocket Juice s. r. o., with registered seat at Vajanského 1955/58, 921 01 Piešťany, Slovak Republic, Company ID (IČO): 57730393, Tax ID (DIČ): 2122903222 (Rocket Juice is not registered for VAT), registered in the Commercial Register of the District Court Trnava, Section Sro, Insert No. 63692/T ("Rocket Juice", "we", "us", "our", or the "Platform Operator"),

and

the business entity that creates a Brand account on the Platform ("Brand", "you", "your").

By clicking "I agree", by completing Brand registration, by connecting a store or an advertising account to the Platform, or by accessing or using the Services in any way, you confirm that you have read, understood and agree to be bound by these Terms. If you do not agree, you must not register for or use the Services.

These Terms are concluded exclusively between businesses (B2B). You represent that you are registering and acting in the course of your trade, business, craft or profession, and not as a consumer.

Key commercial points you should read before agreeing:

  • Rocket Juice is a technology platform and a Payment Facilitator. Rocket Juice is not a party to the commercial arrangement between you and a Creator, is not the purchaser or licensee of Creator Content, and is not the recipient or owner of Creator Remuneration.
  • Payments are processed through a third-party payment service provider, Besteron. Creator Remuneration passes through to the Creator; Rocket Juice earns only the Platform Commission.
  • Advertising media spend (for example Meta ad spend) is paid by you directly to the advertising platform and never flows through Rocket Juice.
  • Using Creator Content is Acceptance. If you publish, export or otherwise exploit Creator Content, you owe Creator Remuneration even if you never clicked "Accept".

ARTICLE 1 — DEFINITIONS

1.1 In these Terms, capitalised terms have the meanings set out below. Defined terms in the singular include the plural and vice versa.

1.1.1 "Acceptance" means the moment at which the Brand becomes bound to remunerate the Creator for a Submission, occurring upon either (a) Explicit Acceptance under clause 4.2, or (b) Deemed Acceptance under clause 4.3, whichever occurs first. "Accept", "Accepted" and "Approved" are construed accordingly.

1.1.2 "Advertising Platform" means any third-party advertising, publishing or distribution service through which Creator Content may be delivered, including Meta (Facebook and Instagram), TikTok, Google, YouTube, or any comparable service.

1.1.3 "Ad Spend" means the media budget paid by the Brand to an Advertising Platform for the delivery of advertisements. Ad Spend is contracted for and paid by the Brand directly to the Advertising Platform and does not at any time flow through Rocket Juice, the Payment Gateway, or the Platform.

1.1.4 "Attributed Sale" means a completed sale of the Brand's goods or services recorded by the Platform as attributable to a specific item of Accepted Creator Content by means of the Tracking Parameters and the attribution logic described in clause 4.6.

1.1.5 "Attribution Window" means the period of twelve (12) months commencing on the date of Acceptance of the relevant Creator Content, during which Attributed Sales generated by that Creator Content give rise to Creator Remuneration and Platform Commission under the Commission Program. The Attribution Window is set out in clause 4.7.

1.1.6 "Besteron" means the payment service provider engaged by Rocket Juice to operate the Payment Gateway, being Besteron a.s., Prešovská 38/B, Bratislava – mestská časť Ružinov 821 02, Slovak Republic, Company ID (IČO): 47866233, registered in the Commercial Register of the Municipal Court Bratislava III, section: Sa, insert no. 6004/B, a payment institution authorised and supervised by Národná banka Slovenska under licence no. ODB-6111/2015-7, or any successor or replacement payment service provider notified to the Brand under clause 4.12.

1.1.7 "Brand Account" means the account registered by the Brand on the Platform, including all sub-accounts and user seats operating under it.

1.1.8 "Brand Materials" means any trade marks, logos, product images, product samples, brand guidelines, briefs, scripts, hooks, copy, music, and any other materials or information made available by the Brand to a Creator or to Rocket Juice in connection with a Campaign.

1.1.9 "Campaign" means a brief published by the Brand on the Platform inviting Creators to produce Creator Content, including the applicable Program, the Creator Remuneration terms, deliverable specifications, usage scope, and any Campaign-specific conditions.

1.1.10 "Commission Program" (also referred to as the performance model) means the Program under which the Creator's remuneration consists of a percentage of GMV generated by the Creator's Accepted Content during the Attribution Window, and under which the Platform Commission is one point five per cent (1.5%) of that GMV.

1.1.11 "Connected Ad Account" means an advertising account of the Brand (or of any agency, affiliate, contractor or other person acting for the Brand) that is linked to the Platform in accordance with clause 3.3 and from which Creator Content may lawfully be published.

1.1.12 "Connected Store" means the Brand's e-commerce store, checkout or order-management system connected to the Platform (for example via Shopify or another supported integration) from which the Platform receives order and sales data for attribution purposes.

1.1.13 "Creator" means a business user registered on the Platform in the capacity of a content creator, who produces and submits Creator Content.

1.1.14 "Creator Content" means any video, audio, image, text, script, caption, or other creative material created, produced, recorded, edited or supplied by a Creator, in raw or edited form, together with all versions, cuts, variants, derivative assets and the Unique Identifying Code embedded in or associated with it.

1.1.15 "Creator Remuneration" means the amount payable by the Brand to the Creator in consideration for Accepted Creator Content and the licence granted in respect of it, determined by the applicable Program as set out in clause 4.8. Creator Remuneration is owed by the Brand to the Creator. It is not revenue of Rocket Juice; Rocket Juice merely facilitates its transmission.

1.1.16 "Deemed Acceptance" means Acceptance arising from the Brand's factual use of a Submission, as described in clause 4.3.

1.1.17 "Explicit Acceptance" means Acceptance arising from the Brand clicking "Accept" or "Approve" (or an equivalent control) in respect of a Submission in the Platform, as described in clause 4.2.

1.1.18 "Flat Fee Program" means the Program under which the Creator's remuneration is a fixed per-deliverable amount agreed in the Campaign, and under which the Platform Commission is ten per cent (10%) of the Creator Remuneration.

1.1.19 "GMV" (Gross Merchandise Value) means the aggregate value of Attributed Sales, calculated net of value added tax and any equivalent turnover or sales tax, and net of shipping charges, cancellations, refunds, chargebacks, returns and undelivered or unpaid orders. GMV is a measure of commercial performance and a calculation base only. GMV is not an amount that flows through the Platform, the Payment Gateway or Rocket Juice, and no part of GMV constitutes revenue of Rocket Juice.

1.1.20 "Intellectual Property Rights" means all copyright and related rights, rights in performances, database rights, trade marks, trade names, design rights, know-how, and all other intellectual and industrial property rights, whether registered or unregistered, anywhere in the world.

1.1.21 "Payment Facilitator" means the role in which Rocket Juice acts: it provides the technical and administrative means by which the Brand's payment instruction is created, calculated, documented and routed to the Payment Gateway, without Rocket Juice acquiring, owning, holding or controlling Creator Remuneration. Rocket Juice does not act as an escrow agent, a trustee, a collecting agent for the Creator, a factor, or a party to the Brand–Creator arrangement.

1.1.22 "Payment Gateway" means the payment infrastructure operated by Besteron through which the Brand's payments are executed and split between the Creator and Rocket Juice.

1.1.23 "Platform" means the Rocket Juice software-as-a-service application accessible at getrocketjuice.com and any associated sub-domains, dashboards, APIs, integrations and mobile interfaces.

1.1.24 "Platform Commission" means the fee payable by the Brand to Rocket Juice for the provision of the Services, calculated in accordance with clause 4.9. The Platform Commission is the sole revenue of Rocket Juice under these Terms.

1.1.25 "Platform Records" means the data, logs, timestamps, event history, attribution records, Submission history, Acceptance events, tracking and reporting data generated and stored by the Platform.

1.1.26 "Program" means the commercial model applicable to a Campaign, being the Commission Program, the Retainer Program or the Flat Fee Program.

1.1.27 "Retainer Program" means the Program under which the Brand commits to a fixed periodic retainer amount for an agreed number of deliverables within a defined period, the Creator Remuneration accrues pro rata per Accepted deliverable in accordance with clause 4.8.3, and the Platform Commission is three per cent (3%) of the retainer value.

1.1.28 "Services" means the Platform and all functionality made available through it, including Campaign creation and management, Creator discovery and matching, Submission review and Acceptance, content delivery, tracking and attribution, reporting, invoicing support, and payment facilitation.

1.1.29 "Submission" means an item of Creator Content uploaded by a Creator to the Platform in response to a Campaign and made available to the Brand for review.

1.1.30 "Tracked Link" means a destination URL generated or approved by the Platform which contains the Tracking Parameters and which is required to be used as the click destination for any published Creator Content.

1.1.31 "Tracking Parameters" means the technical identifiers, URL parameters, UTM values, click identifiers, pixel or conversion-API events, promotional codes, watermarks, metadata and other markers generated or required by the Platform for the purpose of (a) identifying the specific item of Creator Content, (b) identifying the Creator, and (c) attributing sales to that Creator Content. The Unique Identifying Code forms part of the Tracking Parameters.

1.1.32 "Unique Identifying Code" means the unique identifier assigned by the Platform to each item of Creator Content, embedded in or associated with the asset and its metadata.

1.2 References to "including" and "in particular" are illustrative and not limiting.

1.3 Where an amount is expressed as a percentage, clause 4.9 governs the base on which that percentage is calculated. The Brand acknowledges that the 1.5% rate is calculated on GMV, whereas the 3% and 10% rates are calculated on the Creator Remuneration (and not on GMV).

ARTICLE 2 — USE OF AND ACCESS TO THE SERVICES

2.1 Nature of the Services

2.1.1 Rocket Juice operates a marketplace and workflow platform that enables Brands to source user-generated content from Creators, to review and Accept that content, to publish it through the Brand's own Advertising Platforms, to measure the sales it generates, and to have the resulting Creator Remuneration calculated and routed to the Creator.

2.1.2 Rocket Juice is a technology provider and Payment Facilitator only. Rocket Juice:

(a) is not a party to the commercial arrangement between the Brand and any Creator;

(b) is not an advertising agency, media buyer, producer, employer, employment agency, temporary-work agency or talent agency;

(c) does not purchase, licence, commission, own or exploit Creator Content for its own account;

(d) is not the creditor, debtor, guarantor, escrow holder or beneficiary of Creator Remuneration; and

(e) does not sell, resell or supply the Brand's goods or services.

2.1.3 The Brand and the Creator contract with one another on the terms of the relevant Campaign, as supplemented by these Terms and by the Rocket Juice Creator Terms and Conditions. Rocket Juice provides the framework, the record and the payment rails.

2.2 Eligibility and registration

2.2.1 The Brand must be a legal person or a natural person conducting business activity, duly registered in its jurisdiction, and must act for business purposes.

2.2.2 The individual accepting these Terms represents that they are at least 18 years old and duly authorised to bind the Brand.

2.2.3 The Brand must provide accurate, current and complete registration information, including legal name, registered seat, company identification number, VAT identification number (if any), billing contact and notice address, and must keep that information up to date. Rocket Juice may require documentary verification and may suspend the Brand Account until verification is completed.

2.2.4 Rocket Juice may refuse registration, or suspend or terminate a Brand Account, where required by law, by an Advertising Platform's policies, by the Payment Gateway's onboarding, anti-money-laundering or sanctions requirements, or where the Brand's business activity falls within a category listed in clause 3.7.

2.3 Account security

2.3.1 The Brand is responsible for all activity under the Brand Account, including the acts and omissions of its employees, contractors, agencies and any other person to whom it grants access.

2.3.2 The Brand must keep credentials confidential and must notify Rocket Juice without undue delay at marek@getrocketjuice.com of any suspected unauthorised access.

2.3.3 An act performed through the Brand Account is attributed to the Brand. In particular, an Acceptance performed through the Brand Account binds the Brand, irrespective of which individual user performed it.

2.4 Licence to use the Platform

2.4.1 Subject to these Terms and to payment of all amounts due, Rocket Juice grants the Brand a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform for its internal business purposes for the term of the Brand Account.

2.4.2 The Brand must not, and must not permit any third party to: (a) copy, modify, reverse engineer, decompile or create derivative works of the Platform; (b) scrape, crawl or systematically extract data from the Platform other than through interfaces provided for that purpose; (c) circumvent, disable or interfere with any tracking, attribution, watermarking, rate-limiting or security feature; (d) use the Platform to build a competing product or to benchmark for a competitor; (e) resell, sublicense or provide the Services to third parties; or (f) use the Platform in breach of applicable law or of any Advertising Platform's terms.

2.5 Changes to the Services

2.5.1 Rocket Juice may modify, add to or discontinue features of the Platform. Where a change materially and adversely affects the Brand's use of the Services, Rocket Juice will give at least 30 days' prior notice by e-mail or in-Platform notification, and the Brand may terminate under clause 10.3.

2.5.2 The Services are provided on a commercially reasonable-efforts basis. Unless a separate written service-level agreement is in place, no availability, uptime or attribution-accuracy commitment is given.

2.6 Third-party services

2.6.1 The Services depend on third-party services, including Advertising Platforms, e-commerce platforms (such as Shopify), analytics providers and the Payment Gateway. The Brand is responsible for maintaining its own accounts, consents and compliance with those third parties' terms.

2.6.2 Rocket Juice is not responsible for acts, omissions, outages, policy changes, API changes, data loss, tracking limitations or account restrictions of any third-party service. A change by a third party that reduces the accuracy or completeness of attribution does not of itself constitute a breach by Rocket Juice, but clause 4.6.4 applies to the consequences for calculation.

ARTICLE 3 — BRAND OBLIGATIONS

3.1 General obligations

3.1.1 The Brand must use the Services in good faith, in compliance with applicable law, and in a manner consistent with the commercial logic of the Platform: a Creator who creates content, submits it to a Brand and has it Accepted is remunerated out of what that content earns, on the terms the Creator signed up to. The Brand must not act so as to obtain the benefit of Creator Content while avoiding, reducing, delaying or obscuring the remuneration owed for it.

3.1.2 The Brand must provide Campaign briefs that are accurate and lawful, must not require Creators to make claims that are false, misleading, unsubstantiated or unlawful, and must not require Creators to omit disclosures required by advertising, consumer-protection or platform rules.

3.2 No use without payment

3.2.1 The Brand must not use Creator Content unless and until the Creator is remunerated for it under these Terms. Any use of Creator Content outside the Platform's internal review environment before Acceptance is a material breach of these Terms and simultaneously constitutes Deemed Acceptance under clause 4.3, triggering the full payment obligation.

3.2.2 The Brand must not use, retain, publish, adapt, archive or exploit Creator Content after the licence in respect of that content has expired or been terminated under clause 5.

3.3 Connected Ad Accounts — mandatory connection of all advertising accounts

3.3.1 The Brand must connect to the Platform every advertising account, business manager, ad account, page, pixel, conversions-API dataset and catalogue that the Brand (or any agency, affiliate, subsidiary, contractor, freelancer or other person acting for or with the Brand) uses or may use to publish, test, boost, whitelist, spark, dark-post or otherwise deliver Creator Content.

3.3.2 The connection must be established before any Creator Content is published, and must be maintained, with the required read permissions, for as long as the Creator Content is in use and for the whole of the Attribution Window.

3.3.3 The Brand must not: (a) publish or deliver Creator Content from an advertising account that is not a Connected Ad Account; (b) disconnect, restrict, downgrade or revoke the Platform's permissions on a Connected Ad Account while Creator Content is in use or during the Attribution Window; (c) move, duplicate or re-upload Creator Content into an unconnected account or into a second business manager; or (d) use a third party's advertising account, a "burner" account, or an agency account outside the Platform's visibility to deliver Creator Content.

3.3.4 The Brand must maintain the Connected Store integration and provide the Platform with the order, sales, refund and chargeback data required for attribution, for as long as any Attribution Window is running.

3.3.5 Each breach of clause 3.3 constitutes (a) a material breach of these Terms, and (b) Deemed Acceptance of every item of Creator Content published, delivered or exported from the unconnected or disconnected account, in accordance with clause 4.3.

3.4.1 The Brand must publish and deliver Creator Content exclusively using Tracked Links and with the Tracking Parameters intact and functioning.

3.4.2 The Brand must not, and must not permit any person to: (a) remove, delete, alter, obscure, truncate, re-encode away, crop out or otherwise defeat any Tracking Parameter, Unique Identifying Code, watermark or metadata marker; (b) replace a Tracked Link with an untracked destination, a redirect that strips parameters, a shortener that drops parameters, or a link-in-bio or landing page that does not preserve attribution; (c) suppress, block, delay or filter the firing of Platform pixels, server-side events or conversion-API events; (d) misattribute Creator Content to another Creator, to internally produced content, or to a different Campaign; or (e) re-cut, re-edit, re-voice, translate, dub, stitch or otherwise create a derivative of Creator Content in a way that separates it from its Unique Identifying Code, unless the derivative is created through the Platform and inherits the Unique Identifying Code.

3.4.3 Where the Brand uses Creator Content in an environment in which Tracked Links are technically impossible (for example organic content in a format without a clickable destination), the Brand must obtain Rocket Juice's prior written approval of an alternative tracking method (for example a dedicated promotional code, a dedicated landing page or a Platform-approved server-side event). Absent such approval, the use is a breach of clause 3.4.1 and the whole of the sales generated in that environment may be attributed to the Creator Content in accordance with clause 4.6.5.

3.4.4 Any breach of clause 3.4 constitutes (a) a material breach of these Terms, and (b) Deemed Acceptance of the affected Creator Content.

3.5 Non-circumvention

3.5.1 For twelve (12) months from the later of (a) the date on which the Brand first obtains access to a Creator's profile, Submission or contact details through the Platform, and (b) the date of the last Acceptance of that Creator's content, the Brand must not, and must not permit any of its affiliates, agencies, employees or contractors to:

(a) solicit, engage, contract with, commission or pay that Creator for content creation, licensing, whitelisting or advertising services outside the Platform;

(b) contact the Creator directly for the purpose of moving the relationship, in whole or in part, off the Platform;

(c) induce or encourage the Creator to cancel, withdraw, re-submit outside the Platform, or under-report any Submission, Acceptance or Attributed Sale;

(d) use an intermediary, agency, affiliate network, subsidiary, marketplace or other structure to achieve any of the foregoing indirectly; or

(e) use the Platform primarily as a discovery tool for the purpose of contracting Creators off-Platform.

3.5.2 Clause 3.5.1 does not restrict: (a) a pre-existing relationship with the Creator that the Brand can evidence, by documents dated before the Brand's first Platform access to that Creator, and that the Brand discloses to Rocket Juice in writing within 15 days of the Creator first appearing in the Brand Account; or (b) engagement of the Creator for services genuinely unrelated to content creation, licensing or advertising.

3.5.3 The parties acknowledge that clause 3.5.1 protects Rocket Juice's legitimate interest in the value it creates through discovery, matching, workflow, tracking and payment facilitation, and that it is limited in scope, subject-matter and time to what is necessary for that purpose.

3.5.4 Where the Brand breaches clause 3.5.1, the Brand must pay Rocket Juice a contractual penalty of [the greater of EUR 2,000 and 1.5% of the GMV generated by the off-Platform engagement during the 12-month period] per Creator per breach, without prejudice to Rocket Juice's right to claim damages exceeding the penalty and to terminate under clause 10.3.

3.6 Reporting, audit and cooperation

3.6.1 The Brand must, on Rocket Juice's reasonable written request and no more than twice in any twelve-month period, provide within 15 business days such information as is reasonably necessary to verify GMV, Attributed Sales, Ad Spend allocation, publication of Creator Content and compliance with clauses 3.3 to 3.5, including advertising-account reports, ad-library exports, order exports and refund/chargeback data.

3.6.2 Where an audit reveals an under-reporting or an under-payment exceeding 3% of the amounts properly due in the audited period, the Brand must pay the shortfall, default interest under clause 4.11.3, and the reasonable costs of the audit.

3.6.3 The Brand must not obstruct, and must not instruct any agency or contractor to obstruct, the Platform's data collection.

3.7 Prohibited and restricted content and sectors

3.7.1 The Brand must not use the Services in connection with goods, services or content that are unlawful; that infringe third-party rights; that are sexually explicit; that promote hatred, violence, self-harm or discrimination; that concern weapons, illegal drugs or drug paraphernalia; that constitute unlicensed gambling, unlicensed financial services, unlicensed medical products, or misleading health, medical or financial claims; or that breach the policies of any Advertising Platform or the Payment Gateway.

3.7.2 The Brand must comply with all applicable advertising, unfair-commercial-practices, consumer-protection, labelling, pricing and disclosure rules in each market in which Creator Content is published, and is solely responsible for the legality of the advertising claims it publishes.

3.8 Brand Materials

3.8.1 The Brand grants Rocket Juice and each participating Creator a non-exclusive, royalty-free, worldwide licence to use, reproduce, display and incorporate the Brand Materials solely for the purposes of (a) producing, editing and submitting Creator Content for the relevant Campaign, and (b) operating the Services.

3.8.2 The Brand grants Rocket Juice a non-exclusive, royalty-free licence to use the Brand's name and logo to identify the Brand as a customer in Rocket Juice's marketing materials and reference lists. The Brand may withdraw this licence at any time by written notice to Vajanského 1955/58, 921 01 Piešťany, Slovak Republic, effective for future materials.

3.8.3 The Brand warrants that it holds all rights necessary to grant the licences in clause 3.8 and that the Brand Materials do not infringe third-party rights.

ARTICLE 4 — ACCEPTANCE, FEES AND PAYMENTS

4.1 Acceptance is the trigger

4.1.1 Acceptance is the event at which (a) the Brand's obligation to pay Creator Remuneration arises, (b) the licence to use the Creator Content comes into existence in the scope described in clause 5, and (c) Rocket Juice's entitlement to the Platform Commission arises.

4.1.2 Acceptance occurs upon the earlier of Explicit Acceptance (clause 4.2) and Deemed Acceptance (clause 4.3).

4.1.3 Before Acceptance, the Brand's rights in a Submission are limited to those set out in clause 5.2 (internal review only), and the Creator may withdraw the Submission at any time without liability.

4.2 Explicit Acceptance

4.2.1 Explicit Acceptance occurs when a user of the Brand Account clicks "Accept", "Approve" or an equivalent control in respect of a Submission in the Platform.

4.2.2 Explicit Acceptance is final and binding upon confirmation in the Platform and cannot be revoked unilaterally by the Brand. The Brand's remedy for content that does not conform to the Campaign brief is to reject the Submission or request a revision before Acceptance, or to rely on clause 4.5.

4.3 Deemed Acceptance

4.3.1 Deemed Acceptance occurs, without any click being required, at the moment the Brand (or any person acting for or with the Brand) factually uses a Submission, including where the Brand:

(a) publishes, delivers, schedules, tests, boosts, whitelists, "sparks", dark-posts or otherwise runs the Creator Content, or any part or derivative of it, as or within an advertisement on any Advertising Platform;

(b) places the Creator Content on a landing page, product page, checkout page, website, app, marketplace listing or retail media placement;

(c) includes the Creator Content in an e-mail, SMS, push notification, newsletter or other direct-marketing communication;

(d) posts the Creator Content organically on any social or owned channel;

(e) downloads, exports, screen-records, re-encodes, transfers or otherwise removes the Creator Content from the Platform other than as permitted by clause 5.2;

(f) shares the Creator Content with any third party (including an agency, media buyer, reseller, distributor or retail partner) other than for internal review within the Platform; or

(g) uses the Creator Content, or any recognisable part of it, as an input to create a derivative asset, an edit, a variant, a cut-down, a translation, a dub, or synthetic or AI-generated material.

4.3.2 Deemed Acceptance has exactly the same legal effect as Explicit Acceptance. In particular, it triggers the Brand's obligation to pay Creator Remuneration in full and Rocket Juice's entitlement to the Platform Commission in full, and the Brand may not argue that no payment is due because no "Accept" action was recorded.

4.3.3 Where the Program applicable to the Campaign is the Commission Program, Deemed Acceptance starts the Attribution Window on the date of first use, and the Brand owes Creator Remuneration on all GMV attributable to that Creator Content from that date.

4.3.4 Where use is detected but the Brand's obligations under clauses 3.3 and 3.4 were not complied with, so that GMV cannot be reliably measured, clause 4.6.5 (fallback calculation) applies.

4.3.5 The Brand acknowledges that the purpose of Deemed Acceptance is to prevent the Brand from taking the economic benefit of Creator Content while asserting that no Acceptance occurred, and agrees that Deemed Acceptance is a proportionate and essential term of these Terms.

4.4 Evidence of Acceptance and Platform Records

4.4.1 The Platform Records constitute the authoritative record of Submissions, Acceptances, publication events, Tracking Parameters, Attributed Sales, GMV, Creator Remuneration, Platform Commission and payment status, absent manifest error demonstrated by the Brand.

4.4.2 Rocket Juice may establish Deemed Acceptance by any reasonable means, including Connected Ad Account data, Advertising Platform ad libraries and transparency tools, pixel and conversion-API events, Tracked Link and promotional-code data, watermark and metadata detection, perceptual hashing, audio and visual fingerprinting, automated content-matching (including machine-learning based detection), crawls of the Brand's public channels, screenshots and third-party monitoring.

4.4.3 The Brand must raise any dispute as to a Platform Record within 30 days of the record becoming visible in the Brand Account, failing which the record is treated as agreed for the purposes of invoicing. This clause does not limit statutory limitation periods.

4.5 Defective or non-conforming content

4.5.1 The Brand may reject a Submission before Acceptance, with reasons, in accordance with the Campaign's revision policy.

4.5.2 After Acceptance, the Brand remains liable for Creator Remuneration. Where Accepted Creator Content is subsequently found to infringe third-party rights, to contain undisclosed AI-generated likeness or voice, to have been produced in breach of the Creator's warranties, or to be otherwise materially unlawful, the Brand may (a) cease use, and (b) claim from the Creator such remedies as the Creator Terms and Conditions and applicable law provide. Rocket Juice will reasonably assist by suspending payment of the affected Creator Remuneration where it has not yet been executed, but Rocket Juice does not warrant Creator Content and is not liable for it.

4.6 Attribution and GMV calculation

4.6.1 GMV is calculated by the Platform from Connected Store order data matched to Creator Content by means of the Tracking Parameters, on the attribution model configured for the Campaign (by default, [last-click attribution with a 7-day click and 1-day view window]).

4.6.2 GMV excludes value added tax and equivalent turnover taxes, shipping and handling charges, gift-wrapping and similar surcharges, and the value of cancelled, refunded, returned, fraudulent, charged-back, unpaid or undelivered orders. Refunds, returns and chargebacks occurring after a settlement are netted off against the next settlement.

4.6.3 GMV is a measure, not a cash flow. No part of GMV is received, held, controlled or earned by Rocket Juice.

4.6.4 The Brand acknowledges that attribution depends on third-party systems, consent states, browser and operating-system privacy features and platform APIs, and that attribution is inherently approximate. The Platform's calculation applies as between the parties, subject to clause 4.4.3.

4.6.5 Fallback calculation. Where the Brand has breached clause 3.3 or 3.4 and, as a result, GMV attributable to the affected Creator Content cannot be reliably measured, GMV for that Creator Content is determined, at Rocket Juice's election, as: (a) the total net sales of the Brand's Connected Store(s) during the period in which the affected Creator Content was in use, multiplied by the average share of GMV attributable to Creator Content in the Brand Account over the preceding three months; or (b) where no such history exists, the Ad Spend delivered on the affected Creator Content multiplied by the Brand's average return on ad spend over the same period; or (c) where neither basis is available, a reasonable estimate based on the Advertising Platform's reported impressions and the Brand's average order value and conversion rate. The Brand may rebut the resulting figure only by producing complete, auditable data under clause 3.6.

4.7 Attribution Window and the Creator's entitlement after Acceptance

4.7.1 Following Acceptance under the Commission Program, the Creator is entitled to Creator Remuneration on all GMV generated by the Accepted Creator Content for a period of twelve (12) months from the date of Acceptance.

4.7.2 The Attribution Window runs irrespective of whether the Brand continues to work with the Creator, provided the Brand continues to use the Creator Content. It ends early only where the licence terminates under clause 5.5 or 5.6 and the Brand actually ceases all use of the Creator Content.

4.7.3 Where the Brand continues to use the Creator Content after the end of the Attribution Window, the Brand must either (a) agree a renewal with the Creator through the Platform, or (b) cease use. Continued use without renewal is a breach and gives rise to Creator Remuneration on the same terms as during the Attribution Window, for so long as use continues.

4.8 Creator Remuneration by Program

4.8.1 The Campaign specifies the Program and the applicable rates. Creator Remuneration is owed by the Brand to the Creator.

4.8.2 Commission Program. Creator Remuneration equals the commission percentage stated in the Campaign multiplied by the GMV attributable to the Creator's Accepted Content during the Attribution Window. Example: a 10% commission on GMV of EUR 100,000 gives Creator Remuneration of EUR 10,000.

4.8.3 Retainer Program. The Brand commits to a retainer amount for an agreed number of deliverables in a defined period. Creator Remuneration accrues pro rata for each Accepted deliverable, calculated as the retainer amount divided by the agreed number of deliverables. Example: a retainer of EUR 1,000 for 30 videos per month yields EUR 33.33 per Accepted video. If fewer deliverables are Accepted than agreed, the Brand owes the pro-rata amount for the deliverables actually Accepted, unless the Campaign expressly provides for a minimum commitment. If more deliverables are Accepted than agreed, each additional Accepted deliverable is remunerated at the same pro-rata rate.

4.8.4 Flat Fee Program. Creator Remuneration is the fixed amount per deliverable stated in the Campaign, payable upon Acceptance. Example: EUR 150 per video.

4.8.5 A Campaign may combine a Flat Fee or Retainer element with a Commission element. In that case the Platform Commission is calculated separately for each element on the base set out in clause 4.9.

4.8.6 Rocket Juice does not set, guarantee, underwrite or become liable for Creator Remuneration. Rocket Juice's role is limited to calculating it from the Platform Records and routing the Brand's payment to the Creator through the Payment Gateway.

4.9 Platform Commission

4.9.1 The Brand owes Rocket Juice the Platform Commission for the provision of the Services, calculated as follows:

ProgramPlatform CommissionCalculation base
Commission Program (performance)1.5%GMV (Attributed Sales, net of VAT)
Retainer Program3%the retainer value (i.e. the Creator Remuneration committed under the retainer)
Flat Fee Program10%the Creator Remuneration per deliverable

4.9.2 Worked examples:

(a) Commission Program: GMV of EUR 100,000 → Platform Commission of EUR 1,500.

(b) Retainer Program: retainer of EUR 1,000 for 30 videos per month → Platform Commission of EUR 30 for that month.

(c) Flat Fee Program: Creator Remuneration of EUR 150 per video → Platform Commission of EUR 15 per video.

4.9.3 The Brand expressly acknowledges the difference in calculation bases: the 1.5% rate is applied to GMV, while the 3% and 10% rates are applied to the Creator Remuneration, not to GMV.

4.9.4 The Platform Commission is exclusive of value added tax, which is added on top in accordance with clause 4.10.

4.9.5 Rocket Juice may change the Platform Commission rates prospectively on 30 days' written notice. Rates applicable to Creator Content already Accepted remain unchanged for the duration of the relevant Attribution Window or retainer period.

4.9.6 Where a Campaign involves no Creator Remuneration (for example a pure barter or product-gifting arrangement), the Platform Commission is [to be determined].

4.10 Flow of funds

4.10.1 Ad Spend. The Brand contracts with, is invoiced by and pays each Advertising Platform directly. Ad Spend never passes through Rocket Juice, the Platform or the Payment Gateway, and Rocket Juice has no responsibility for it.

4.10.2 What flows through the Payment Gateway. Only (a) the Creator Remuneration and (b) the Platform Commission (plus VAT on the Platform Commission where applicable) are charged to the Brand through the Payment Gateway. GMV itself does not flow through the Payment Gateway.

4.10.3 The split. The amount charged is split at the Payment Gateway: the Creator Remuneration is transmitted to the Creator, and the Platform Commission is transmitted to Rocket Juice. The Creator Remuneration is a pass-through amount. It is not turnover, revenue, income or property of Rocket Juice at any time, and Rocket Juice does not acquire a claim to it.

4.10.4 Worked example (Commission Program; GMV of EUR 100,000; Creator commission of 10%; Platform Commission of 1.5%):

ItemAmountFlows through the Platform / Payment Gateway?Whose revenue?
Meta Ad Spendas invoiced by MetaNo — paid by the Brand directly to MetaMeta's
GMV (Attributed Sales, net of VAT)EUR 100,000No — measure only, collected by the Brand from its own customersthe Brand's
Creator Remuneration (10% of GMV)EUR 10,000Yes — pass-through to the Creatorthe Creator's
Platform Commission (1.5% of GMV)EUR 1,500Yes — retained by Rocket JuiceRocket Juice's
Total charged to the Brand through the Payment GatewayEUR 11,500 (plus VAT on the EUR 1,500 where applicable)

4.10.5 The Brand acknowledges and agrees that: (a) the only amount that constitutes Rocket Juice's revenue in the example above is EUR 1,500; (b) Rocket Juice is not the seller, licensor or supplier of the Creator Content; and (c) the invoice issued by Rocket Juice covers the Platform Commission only, while the Creator Remuneration is documented as between the Creator and the Brand in accordance with clause 4.10.6.

4.10.6 Invoicing and documents. Rocket Juice issues the Brand a VAT invoice for the Platform Commission. In respect of the Creator Remuneration, Rocket Juice makes available in the Platform a settlement statement and, where the Creator has authorised self-billing or where Rocket Juice acts as the Creator's agent for document issuance, an invoice document issued in the Creator's name and on the Creator's account. [Self-billing / agent-invoicing mechanism to be confirmed]

4.11 Payment terms

4.11.1 Payments are made through Besteron as the Payment Gateway. The Brand must, as a condition of using the Services, complete the Payment Gateway's onboarding, provide a valid payment method, and maintain a valid mandate or authorisation enabling the charging of amounts due under these Terms. The Payment Gateway's own terms apply to the payment transaction as between the Brand and Besteron.

4.11.2 Settlement runs [monthly, within 10 days of the end of each calendar month], or as otherwise stated in the Campaign. Flat Fee amounts become due upon Acceptance and are charged in the next settlement run. Retainer amounts are charged [in advance / in arrears — to be confirmed] and reconciled against Accepted deliverables under clause 4.8.3. Commission amounts are charged in arrears based on the GMV recorded for the settlement period.

4.11.3 All amounts are payable without set-off, deduction, withholding or counterclaim. Late payment bears default interest at the statutory rate under Slovak law applicable to commercial obligations, calculated from the day after the due date.

4.11.4 Where a payment fails, is reversed, is charged back or is not authorised, Rocket Juice may (a) retry the charge, (b) suspend the Brand Account and all Campaigns, (c) suspend the Brand's licences to use Creator Content under clause 5.5, and (d) claim the outstanding amount, interest and reasonable recovery costs.

4.11.5 The Brand's payment obligation to the Creator is discharged only to the extent that the Creator Remuneration is actually received by the Creator through the Payment Gateway. Where the Payment Gateway fails to transmit the Creator Remuneration to the Creator, the Brand and the Creator remain in the underlying relationship of debtor and creditor, and Rocket Juice's obligation is limited to reasonable cooperation in resolving the transmission failure.

4.11.6 The Brand may not withhold, offset or delay Creator Remuneration on the basis of a dispute with Rocket Juice, and may not withhold, offset or delay the Platform Commission on the basis of a dispute with a Creator.

4.12 Change of payment service provider

4.12.1 Rocket Juice may replace or supplement the Payment Gateway provider on 30 days' notice. The Brand must complete any onboarding required by the new provider. Failure to do so entitles Rocket Juice to suspend the Services.

4.13 Taxes

4.13.1 All amounts stated in the Platform are exclusive of value added tax and any equivalent tax, which is added on top of the Platform Commission.

4.13.2 Where the Brand is established in the Slovak Republic, Slovak VAT at the applicable statutory rate (currently 23%) is added to the Platform Commission.

4.13.3 Where the Brand is a taxable person established in another EU Member State and has provided a valid VAT identification number, the supply of the Services is treated as a business-to-business supply of services with the place of supply in the Brand's Member State, and the reverse-charge mechanism applies; the Brand is responsible for accounting for VAT in its own Member State. The Brand must provide and maintain a valid VAT identification number and must notify Rocket Juice without delay of any change. If the VAT identification number is invalid, Rocket Juice may charge Slovak VAT and recover it from the Brand.

4.13.4 Where the Brand is established outside the EU, the Services are treated as supplied outside the scope of Slovak VAT, subject to any applicable local reverse-charge or registration obligation of the Brand.

4.13.5 The Creator is responsible for its own taxation of the Creator Remuneration, including VAT where applicable, income tax, social-security and health-insurance contributions. Rocket Juice does not withhold, collect, declare or remit any tax on the Creator's behalf and gives no advice on the Creator's tax position. The Brand is responsible for its own VAT treatment of the Creator Remuneration it pays, based on the documents issued under clause 4.10.6.

4.13.6 If any withholding tax is required by law on a payment to Rocket Juice, the Brand must gross up the payment so that Rocket Juice receives the full amount it would have received absent the withholding, subject to any applicable double-taxation treaty relief for which the Brand is provided with the necessary certificates.

ARTICLE 5 — INTELLECTUAL PROPERTY RIGHTS

5.1 Ownership

5.1.1 The Creator retains ownership of all Intellectual Property Rights in the Creator Content. Nothing in these Terms transfers or assigns ownership of Creator Content to the Brand or to Rocket Juice.

5.1.2 The Brand retains ownership of the Brand Materials.

5.1.3 Rocket Juice retains ownership of the Platform, the Services, all software, models, algorithms, attribution logic, Tracking Parameters technology, documentation, and all aggregated and anonymised data derived from use of the Services.

5.2 Pre-Acceptance licence — internal review only

5.2.1 From the moment a Submission is made available to the Brand until Acceptance, the Creator grants the Brand a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to view and internally evaluate the Submission solely within the Platform and solely for the purpose of deciding whether to Accept it.

5.2.2 The pre-Acceptance licence expressly does not include any right to: download or export the Submission (except where the Platform provides an export function expressly designated for pre-Acceptance review, in which case the exported copy may be used only for internal review and must be deleted on rejection or withdrawal); publish, distribute, broadcast or advertise with the Submission; upload it to any Advertising Platform, even in a paused, draft, unpublished or test state where such upload makes the asset available to the Advertising Platform's delivery systems; use it on any owned channel; share it outside the Brand's internal review team; or create any derivative of it.

5.2.3 Any act exceeding the pre-Acceptance licence constitutes both copyright infringement and Deemed Acceptance under clause 4.3, at the Creator's and Rocket Juice's election, and the Brand cannot rely on the absence of Explicit Acceptance to avoid payment.

5.2.4 The Creator may withdraw a Submission at any time before Acceptance. On withdrawal or rejection, the pre-Acceptance licence terminates immediately and the Brand must cease all use and delete all copies within 5 business days, save for copies retained in routine backups which must not be accessed or used.

5.3 Post-Acceptance licence — Flat Fee Program

5.3.1 Upon Acceptance and upon full payment of the Creator Remuneration and the Platform Commission, the Creator grants the Brand a perpetual, irrevocable, worldwide, non-exclusive, transferable (within the Brand's group) and sublicensable (to the Brand's agencies and Advertising Platforms solely for the purpose of delivering the Brand's advertising) licence to use, reproduce, distribute, publicly display, publicly perform, adapt, edit, translate, dub, cut down and create derivative works of the Accepted Creator Content, in all media now known or later developed, for the Brand's advertising, marketing and commercial purposes.

5.3.2 Until full payment is received, the licence under clause 5.3.1 does not come into existence and any use of the Creator Content is unlicensed.

5.3.3 The licence under clause 5.3.1 does not entitle the Brand to remove Tracking Parameters or the Unique Identifying Code; clause 3.4 continues to apply for as long as the Brand uses the Creator Content.

5.3.4 The scope of the Flat Fee licence may be narrowed in the Campaign (for example limited to specified channels, territories or a specified term). Where the Campaign and this clause conflict, the Campaign prevails as to scope, and the Brand must not exceed it.

5.4 Post-Acceptance licence — Retainer Program

5.4.1 Upon Acceptance of a deliverable and full payment of the pro-rata Creator Remuneration for that deliverable and the associated Platform Commission, the licence in clause 5.3.1 applies to that deliverable, subject to any narrower scope stated in the Campaign.

5.4.2 Where the retainer is charged in advance, the licence for each deliverable arises on Acceptance of that deliverable, provided the retainer instalment covering it has been paid.

5.5 Post-Acceptance licence — Commission Program (conditional licence)

5.5.1 Upon Acceptance under the Commission Program, the Creator grants the Brand a worldwide, non-exclusive licence, for the duration of the Attribution Window, to use, reproduce, distribute, publicly display, adapt and create derivative works of the Accepted Creator Content for the Brand's advertising and marketing purposes.

5.5.2 The licence under clause 5.5.1 is conditional upon the Brand's continuing performance of its payment obligations in respect of that Creator Content, including timely settlement of Creator Remuneration and Platform Commission in each settlement period, and upon continuing compliance with clauses 3.3 and 3.4.

5.5.3 Where the Brand fails to pay an amount due, or breaches clause 3.3 or 3.4, Rocket Juice or the Creator may give the Brand written notice specifying the breach. If the Brand does not remedy the breach within 10 business days of the notice (the "Cure Period"), the licence under clause 5.5.1 terminates automatically at the end of the Cure Period, without further notice.

5.5.4 On termination of the licence under clause 5.5.3, the Brand must, within 3 business days: (a) pause and remove all advertisements containing the Creator Content across all Connected Ad Accounts and any other account; (b) remove the Creator Content from all owned channels, landing pages, e-mails and other placements; (c) cease creating or delivering any derivative of it; and (d) confirm compliance in writing.

5.5.5 Termination of the licence does not discharge the Brand's accrued liability for Creator Remuneration and Platform Commission on GMV generated up to and including the date on which use actually ceases, nor any liability for use after termination.

5.5.6 Continued use after termination of the licence is copyright infringement, and in addition gives rise to Creator Remuneration and Platform Commission on all GMV generated during the unlicensed use, calculated where necessary under clause 4.6.5.

5.6 Consequences of the Creator ending the collaboration

5.6.1 A Creator may terminate its participation in a Campaign and, under the Commission Program, terminate the licence granted under clause 5.5.1, by notice through the Platform, subject to any minimum term stated in the Campaign.

5.6.2 Where a Creator terminates under clause 5.6.1, the Brand must cease using the Creator's content — that is, the Brand must "give the content back" in the sense that all rights to exploit it revert to the Creator. The Brand must complete the steps in clause 5.5.4 within 10 business days of notice, or within such longer wind-down period as the Campaign provides (the "Wind-Down Period"). Creator Remuneration and Platform Commission continue to accrue on GMV generated during the Wind-Down Period.

5.6.3 Clause 5.6.2 does not apply to content licensed under the Flat Fee Program or the Retainer Program where the Creator Remuneration has been paid in full and the Campaign granted a perpetual licence. In that case, the Creator's withdrawal from future collaboration does not affect the Brand's existing perpetual licence in already-paid content, save for the moral rights and withdrawal rights referred to in clause 5.8.

5.6.4 The Brand's obligation to pay amounts already accrued is unaffected by the Creator's termination.

5.7 Creator's retained rights

5.7.1 The Creator retains the right to use the Creator Content in its own portfolio, showreel, case studies and professional self-promotion, including after Acceptance, provided the Creator does not use it to advertise a competing product or in a manner that disparages the Brand.

5.7.2 Unless the Campaign expressly grants exclusivity and provides for it in the Creator Remuneration, the Brand's licence is non-exclusive and the Creator may create content for other brands, including in the same product category.

5.8 Moral rights, personality rights and third-party materials

5.8.1 The Brand acknowledges that the Creator and any performers appearing in the Creator Content retain moral rights and personality rights (including rights in their name, likeness and voice) which cannot be assigned under Slovak and EU law, and that the Brand must not use the Creator Content in a manner that is derogatory, that misrepresents the Creator's views, that implies an endorsement not given, or that exceeds the consent given for the use of the Creator's likeness or voice.

5.8.2 The Brand must not use Creator Content, or any part of it, as training data for, or as an input to, any generative or synthetic media system to create a synthetic likeness or voice of the Creator or of any performer, unless the Campaign expressly provides for it and the Creator has consented.

5.8.3 The Brand is responsible for obtaining any music, stock, font or other third-party licences required for the territories and channels in which it publishes, to the extent the Campaign places that responsibility on the Brand.

5.9 Feedback

5.9.1 Where the Brand provides suggestions or feedback about the Services, Rocket Juice may use it without restriction or compensation.

ARTICLE 6 — DATA PRIVACY AND SECURITY

6.1 Roles under the GDPR

6.1.1 The parties process personal data in connection with the Services in accordance with Regulation (EU) 2016/679 ("GDPR") and Slovak Act No. 18/2018 Coll. on the protection of personal data.

6.1.2 In respect of account, identity, communication, transaction and platform-usage data of Brand and Creator users, Rocket Juice acts as an independent controller for its own purposes (operating and securing the Platform, calculating and documenting payments, fraud and abuse prevention, compliance with legal obligations, and improving the Services), and the Brand acts as an independent controller for its own purposes.

6.1.3 In respect of end-customer data collected through the Brand's Connected Store and the Tracking Parameters (including order, conversion and device data), the Brand acts as controller and Rocket Juice acts as processor on the Brand's behalf, to the extent Rocket Juice processes such data solely to provide attribution and reporting. The Data Processing Agreement at https://getrocketjuice.com/dpa applies and forms part of these Terms; where clause 6 conflicts with the DPA, the DPA prevails.

6.1.4 The Brand is responsible for the lawfulness of its own tracking and marketing, including: providing the required transparency information; obtaining and transmitting valid consent for cookies, pixels, device access and conversion tracking under the ePrivacy rules and applicable national implementations; honouring consent signals and withdrawal; and implementing consent mode or equivalent where required. The Brand must not transmit to the Platform any special-category data, data of children, or data collected without a lawful basis.

6.1.5 The Brand must not use personal data of Creators obtained through the Platform for any purpose other than performing the Campaign and complying with law. In particular, the Brand must not add Creators to marketing lists, must not enrich or resell their data, and must not use their contact details for the purposes prohibited by clause 3.5.

6.2 International transfers, sub-processors and security

6.2.1 Where personal data is transferred outside the European Economic Area, the transfer is made on the basis of an adequacy decision or the EU Standard Contractual Clauses together with a transfer impact assessment, as set out in the DPA.

6.2.2 Rocket Juice engages sub-processors, including hosting, analytics, e-mail, monitoring and payment providers. A current list is maintained at https://getrocketjuice.com/dpa#sub-processors and the notification and objection mechanism in the DPA applies.

6.2.3 Rocket Juice implements appropriate technical and organisational measures under Article 32 GDPR, described at https://getrocketjuice.com/dpa#security.

6.2.4 Each party must notify the other without undue delay of any personal-data breach affecting data processed under these Terms, and must cooperate in the assessment, mitigation and notification of such breach.

6.3 Confidentiality

6.3.1 Each party must keep confidential all non-public information of the other party disclosed in connection with the Services, including Campaign terms, remuneration rates, GMV and attribution data, product roadmaps and commercial terms, and must use it only for the purposes of these Terms.

6.3.2 The confidentiality obligation does not apply to information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or must be disclosed by law or by a competent authority (in which case the disclosing party must, where lawful, notify the other party in advance).

6.3.3 The confidentiality obligation survives termination for 3 years, and indefinitely for trade secrets.

6.4 Aggregated data

6.4.1 Rocket Juice may create and use aggregated, de-identified statistics and benchmarks derived from use of the Services (including category-level conversion and performance benchmarks), provided that they do not identify the Brand, any Creator or any end customer, and do not disclose the Brand's confidential figures.

ARTICLE 7 — DISCLAIMERS

7.1 The Services are provided "as is" and "as available". To the fullest extent permitted by law, Rocket Juice excludes all implied warranties, conditions and representations, including as to merchantability, fitness for a particular purpose, non-infringement, uninterrupted or error-free operation, and accuracy or completeness of attribution data.

7.2 Rocket Juice does not warrant, guarantee or represent:

7.2.1 that any particular Creator will apply to a Campaign, deliver on time, or deliver content of any particular quality;

7.2.2 that Creator Content will generate any level of impressions, clicks, sales, GMV, return on ad spend or other commercial result;

7.2.3 that Creator Content is original, non-infringing, lawful, compliant with any Advertising Platform's policies, or suitable for the Brand's market or regulated sector;

7.2.4 that attribution will capture every sale, or that no sale will be attributed in error, given the limitations of third-party tracking, consent states and privacy technologies;

7.2.5 that any Advertising Platform will approve, deliver or continue to deliver the Brand's advertisements; or

7.2.6 that the Payment Gateway will be available, or that any given payment will be authorised or executed.

7.3 Rocket Juice does not verify the identity, business status, tax status, qualifications or statements of Creators beyond the checks described in the Platform documentation, and does not act as a guarantor of any Creator's performance.

7.4 Nothing in these Terms constitutes legal, tax, accounting, regulatory or advertising-compliance advice. The Brand is responsible for obtaining its own professional advice, in particular as to the lawfulness of its advertising and its VAT treatment.

7.5 The Brand is solely responsible for its Ad Spend decisions, budgets, bidding, targeting and creative-selection decisions, and bears the entire risk of the commercial performance of its advertising.

ARTICLE 8 — LIABILITY AND INDEMNIFICATION

8.1 Limitation of liability

8.1.1 To the fullest extent permitted by law, Rocket Juice is not liable for: lost profits; lost revenue; lost or unrealised sales or GMV; wasted Ad Spend; loss of goodwill or reputation; loss of data; loss of anticipated savings; business interruption; the cost of substitute services; or any indirect, incidental, special, punitive or consequential loss, in each case howsoever arising.

8.1.2 Rocket Juice's aggregate liability under or in connection with these Terms, whether in contract, tort (including negligence), restitution or otherwise, is limited to the total Platform Commission actually received by Rocket Juice from the Brand in the twelve (12) months immediately preceding the event giving rise to the liability, or EUR 1,000 if that is greater.

8.1.3 The Brand acknowledges that Rocket Juice's remuneration is limited to the Platform Commission (in the example in clause 4.10.4, EUR 1,500 out of EUR 100,000 of GMV), that the Creator Remuneration is a pass-through amount and is expressly excluded from the calculation of the cap in clause 8.1.2, and that the limitations in this clause 8 are a reasonable allocation of risk reflecting that economic position.

8.1.4 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for damage caused intentionally or by gross negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited.

8.1.5 The limitations in this clause 8 apply to the maximum extent permitted by law and survive termination.

8.2 Brand indemnity

8.2.1 The Brand must indemnify, defend and hold harmless Rocket Juice, its affiliates and their respective directors, employees and contractors against all claims, proceedings, penalties, fines, losses, damages, liabilities, and reasonable legal and professional costs arising out of or in connection with:

(a) the Brand's use of Creator Content, including any use before Acceptance, outside the licence scope, after termination of a licence, or without payment;

(b) any breach by the Brand of clause 3.3 (Connected Ad Accounts), clause 3.4 (Tracking Parameters) or clause 3.5 (non-circumvention);

(c) any claim by a Creator that the Brand has failed to pay Creator Remuneration, has used content without Acceptance, or has infringed the Creator's Intellectual Property, moral or personality rights;

(d) the Brand's goods or services, including product liability, safety, labelling, warranty, delivery and consumer-law claims;

(e) the Brand's advertising claims, including unfair-commercial-practices, comparative-advertising, health, medical, financial or environmental-claim ("greenwashing") allegations;

(f) the Brand Materials, including any infringement of third-party rights;

(g) the Brand's processing of personal data, including any failure to obtain valid consent for tracking, and any regulatory action or claim arising from it;

(h) any tax, social-security, health-insurance or employment claim arising from a contention that a Creator was the Brand's employee, dependent contractor or worker; and

(i) any fine, penalty or claim imposed by an Advertising Platform, the Payment Gateway or a card scheme as a result of the Brand's acts or omissions.

8.2.2 Rocket Juice will notify the Brand of any claim to which the indemnity applies, allow the Brand to control the defence (provided that no settlement admitting Rocket Juice's liability or imposing obligations on Rocket Juice may be made without Rocket Juice's written consent), and provide reasonable cooperation at the Brand's expense.

8.3 Independent status

8.3.1 The Brand, the Creator and Rocket Juice are independent parties. Nothing in these Terms creates an employment, agency (save as expressly stated in clause 4.10.6), partnership, joint venture, franchise or fiduciary relationship.

8.3.2 The Brand must not represent that it acts on behalf of Rocket Juice, and must not instruct or supervise a Creator in a manner characteristic of an employment relationship. The Brand bears the risk of any reclassification arising from its own conduct, as reflected in clause 8.2.1(h).

ARTICLE 9 — DISPUTE RESOLUTION

9.1 Governing law. These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), are governed by the laws of the Slovak Republic, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

9.2 Jurisdiction. The courts of the Slovak Republic have exclusive jurisdiction, and the parties agree that the locally and materially competent court determined by reference to the registered seat of Rocket Juice at Vajanského 1955/58, 921 01 Piešťany, Slovak Republic shall hear any dispute, to the extent such an agreement on jurisdiction is permissible under Regulation (EU) No 1215/2012 and Slovak procedural law.

9.3 Escalation. Before commencing proceedings, the complaining party must give written notice of the dispute to the other party at Vajanského 1955/58, 921 01 Piešťany, Slovak Republic (or, for the Brand, at the address in the Brand Account), setting out the claim and the relief sought. The parties must attempt in good faith to resolve the dispute through senior-level discussions for 30 days from the notice. This clause does not prevent either party from seeking interim or injunctive relief, or from pursuing claims for unpaid amounts.

9.4 Platform disputes between the Brand and a Creator. Rocket Juice is not a party to, and is not obliged to arbitrate or adjudicate, disputes between the Brand and a Creator. Rocket Juice may, at its discretion, provide the Platform Records, suspend a settlement, suspend a licence, or take other measures under these Terms, without thereby assuming any liability or becoming a party to the dispute.

9.5 Injunctive relief. The parties acknowledge that a breach of clause 3.3, 3.4, 3.5, 5.2, 5.5 or 6.3 may cause harm for which damages are an inadequate remedy, and that the affected party may seek injunctive relief without the requirement to prove actual damage and without posting security, to the extent permitted by law.

9.6 No class proceedings. To the extent permitted by law, each party brings claims only in its own capacity and not as a representative or member of any class or collective proceeding.

ARTICLE 10 — GENERAL TERMS

10.1 Amendments

10.1.1 Rocket Juice may amend these Terms. Material amendments will be notified by e-mail to the address in the Brand Account or by in-Platform notice at least 30 days before they take effect.

10.1.2 If the Brand does not agree to an amendment, it may terminate under clause 10.3 before the amendment takes effect. Continued use of the Services after the effective date constitutes acceptance of the amended Terms.

10.1.3 Amendments do not apply retroactively to Creator Content already Accepted; the rates, Attribution Window and licence terms applicable at Acceptance continue to govern that content.

10.2 Order of precedence

10.2.1 Where there is a conflict, the following order of precedence applies: (a) an individually negotiated written agreement signed by both parties; (b) the Campaign terms, as to Program, rates, deliverables and licence scope; (c) the Data Processing Agreement, as to personal data; (d) these Terms; (e) any Platform documentation or help-centre materials.

10.2.2 These Terms govern the relationship between Rocket Juice and the Brand. The relationship between the Brand and a Creator is governed by the Campaign terms, by these Terms to the extent they set out the Brand's obligations towards the Creator, and by the Rocket Juice Creator Terms and Conditions. The Brand acknowledges that clauses 3.2, 4.1 to 4.9, 5.2 to 5.8 and 8.2.1(a) to (c) confer rights that the Creator is entitled to enforce directly against the Brand.

10.3 Term, suspension and termination

10.3.1 These Terms apply from Brand registration until terminated.

10.3.2 Either party may terminate for convenience on 30 days' written notice.

10.3.3 Either party may terminate with immediate effect where the other party commits a material breach and fails to remedy it within 10 business days of written notice, or where the other party becomes insolvent, enters liquidation or restructuring, or ceases business.

10.3.4 Rocket Juice may suspend the Brand Account, any Campaign, any licence and any settlement with immediate effect where: payment is overdue; the Brand breaches clause 3.3, 3.4, 3.5 or 3.7; Rocket Juice reasonably suspects fraud, tracking manipulation or unauthorised use of Creator Content; the Payment Gateway or an Advertising Platform requires it; or required by law.

10.3.5 On termination: (a) all outstanding Platform Commission and Creator Remuneration accrued up to the effective date, and thereafter for as long as the Brand continues to use Creator Content, become immediately due; (b) licences under clause 5.5 (Commission Program) terminate and the Brand must comply with clause 5.5.4; (c) perpetual licences under clauses 5.3 and 5.4 in respect of fully paid content survive; (d) the Brand's access to the Platform ceases, subject to reasonable read-only access for 30 days to export its records; and (e) Rocket Juice may retain Platform Records as required for legal, accounting, tax and evidentiary purposes.

10.3.6 Survival. Clauses 1, 3.5, 3.6, 4.4, 4.7.3, 4.9 to 4.13 (in respect of accrued amounts), 5.1, 5.3 to 5.8, 6, 7, 8, 9 and 10 survive termination.

10.4 Assignment

10.4.1 The Brand may not assign or transfer these Terms without Rocket Juice's prior written consent. Rocket Juice may assign or transfer these Terms to an affiliate or in connection with a merger, reorganisation or sale of all or substantially all of its assets, on notice to the Brand.

10.5 Notices

10.5.1 Notices to Rocket Juice must be sent to marek@getrocketjuice.com and, where the notice concerns termination, breach or a legal claim, also to Vajanského 1955/58, 921 01 Piešťany, Slovak Republic.

10.5.2 Notices to the Brand may be given by e-mail to the address in the Brand Account or by in-Platform notification, and are deemed received on the next business day after sending.

10.6 Force majeure

10.6.1 Neither party is liable for any failure or delay caused by an event beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, epidemic, strike, failure of telecommunications or internet infrastructure, failure or policy change of an Advertising Platform, failure of the Payment Gateway, cyber-attack, or act of a public authority. Payment obligations for amounts already accrued are not excused.

10.7 Severability, waiver and entire agreement

10.7.1 If any provision is held invalid, illegal or unenforceable, it is modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remaining provisions continue in force.

10.7.2 A failure or delay in exercising a right is not a waiver of it.

10.7.3 These Terms, together with the documents listed in clause 10.2.1, constitute the entire agreement between the parties in respect of their subject matter and supersede all prior discussions and representations, save for liability for fraudulent misrepresentation.

10.8 Language

10.8.1 The English version of these Terms is the governing version. Any translation is provided for convenience only, and in the event of inconsistency the English version prevails, subject to any mandatory Slovak-law requirement as to language.

10.9 Contact

10.9.1 Rocket Juice can be contacted at marek@getrocketjuice.com or at Vajanského 1955/58, 921 01 Piešťany, Slovak Republic.

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