Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you and Namika Collective ("Company," "we," "our," or "us") regarding your access to and use of the namikacollective.com website and any related services, features, content, or applications we offer (collectively, the "Services").

By accessing, browsing, or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use our Services.

We reserve the right to change or modify these Terms at any time at our sole discretion. If we make material changes to these Terms, we will notify you by updating the date at the top of these Terms and, in some cases, we may provide additional notice. Your continued use of our Services following the posting of revised Terms constitutes your acceptance of the revised Terms.

2. Description of Services

Namika Collective operates as a talent management agency and marketing services provider specializing in connecting brands with Muslim content creators and influencers. Our Services include but are not limited to:

2.1 For Content Creators

• Talent representation and career management
• Brand partnership negotiation and facilitation
• Content strategy development and guidance
• Financial management, invoicing, and payment processing
• Legal support and contract review
• Professional development and training

2.2 For Brands

• Influencer identification and vetting
• Campaign strategy and creative development
• Campaign execution and project management
• Performance tracking and analytics
• Content rights management
• Compliance and disclosure management

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time without notice.

3. Eligibility and Account Registration

3.1 Eligibility Requirements

To use our Services, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction
• Have the legal capacity and authority to enter into binding contracts
• Not be barred from using the Services under applicable law
• Not have been previously suspended or removed from our Services
• Comply with all applicable federal, state, local, and international laws and regulations

3.2 Account Registration

Certain features of our Services may require you to register for an account. When registering, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized use of your account

We reserve the right to suspend or terminate accounts that violate these Terms or that we suspect are fraudulent or harmful to our Services or other users.

4. Use of Services

4.1 License to Use Services

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for your personal or internal business purposes.

4.2 Restrictions

You agree not to:

• Use our Services for any illegal or unauthorized purpose
• Violate any laws, regulations, or third-party rights
• Copy, modify, distribute, sell, or lease any part of our Services
• Reverse engineer or attempt to extract the source code of our Services
• Use automated systems or software to extract data from our Services
• Interfere with or disrupt the integrity or performance of our Services
• Attempt to gain unauthorized access to our Services or related systems
• Impersonate another person or entity
• Upload or transmit viruses or other malicious code
• Use our Services to send spam or unsolicited communications

4.3 User Conduct

You agree to use our Services in a professional manner and to treat all users, including our staff, creators, and brand partners, with respect and courtesy.

5. Creator Services

5.1 Application and Selection

To become a represented creator, you must:

• Complete our application form with accurate and complete information
• Provide verifiable social media account information and analytics
• Submit content samples that represent your typical work
• Participate in our interview and vetting process
• Meet our minimum requirements for followers, engagement, and content quality
• Pass our background and brand safety checks

Submission of an application does not guarantee acceptance. We reserve the right to accept or reject any application at our sole discretion.

5.2 Representation Agreement

Accepted creators must execute a separate Creator Representation Agreement that governs the specific terms of our professional relationship, including:

• Scope of representation and exclusivity provisions
• Commission structure (typically 20% of gross earnings)
• Payment terms and schedules
• Duration of agreement and renewal terms
• Termination conditions and notice requirements
• Intellectual property rights and usage permissions
• Non-compete and confidentiality obligations

5.3 Creator Obligations

As a represented creator, you agree to:

• Maintain professional conduct in all business dealings
• Comply with all applicable laws, including FTC disclosure guidelines
• Meet all agreed-upon deadlines and deliverables
• Maintain consistent content quality and posting schedules
• Respond to communications within 24-48 hours
• Accurately represent products and services in sponsored content
• Protect confidential information of brands and the Company
• Maintain appropriate insurance coverage as required
• Promptly report any issues or conflicts of interest
• Participate in required training and professional development

6. Brand Services

6.1 Service Offerings

Our brand services include:

• Strategic campaign planning and creative development
• Creator identification, vetting, and selection
• Contract negotiation and execution
• Campaign timeline and project management
• Content review and approval workflows
• Real-time performance monitoring and optimization
• Comprehensive analytics and ROI reporting
• Crisis management and risk mitigation

6.2 Brand Obligations

When engaging our services, brands agree to:

• Provide complete and accurate campaign briefs and brand guidelines
• Respect creator authenticity and editorial independence within agreed parameters
• Review and approve content within agreed timeframes
• Make payments according to agreed terms (typically net 30 days)
• Comply with all advertising laws and platform policies
• Provide necessary assets, access, and information timely
• Obtain necessary rights and permissions for provided materials
• Maintain appropriate insurance coverage
• Indemnify creators and the Company for brand-provided content

6.3 Campaign Terms

Specific campaign terms, including deliverables, timelines, usage rights, and fees, will be outlined in separate Campaign Agreements or Insertion Orders.

7. Fees and Payment Terms

7.1 Creator Compensation

• Commission: We retain a 20% commission on all gross earnings from brand partnerships we facilitate
• Payment Schedule: Creators are paid within 30 days of our receipt of brand payment
• Payment Methods: Payments via ACH, wire transfer, or check (fees may apply)
• Minimum Payout: $100 minimum for payment processing
• Tax Obligations: Creators are responsible for their own taxes; we provide 1099 forms as required
• Expenses: Pre-approved expenses may be reimbursed per agreement terms

7.2 Brand Fees

• Service Fees: Outlined in specific campaign proposals and agreements
• Payment Terms: Net 30 days from invoice date unless otherwise agreed
• Late Fees: 1.5% monthly interest on overdue amounts
• Taxes: Clients responsible for applicable sales taxes
• Expenses: Pre-approved expenses billed at cost plus 10% handling

7.3 Refunds and Cancellations

• Creator fees are generally non-refundable once work has commenced
• Cancellation terms are specified in individual agreements
• Refunds for non-performance are handled on a case-by-case basis

8. Intellectual Property Rights

8.1 Company Intellectual Property

All content, features, and functionality of our Services, including but not limited to text, graphics, logos, icons, images, audio clips, software, and compilations thereof, are the exclusive property of Namika Collective or its licensors and are protected by copyright, trademark, and other intellectual property laws.

8.2 Limited License to Users

We grant you a limited, revocable, non-exclusive, non-transferable license to access and use our Services for their intended purpose. This license does not include rights to:

• Copy, modify, or create derivative works
• Use for commercial purposes without our consent
• Use any data mining, robots, or similar data gathering methods
• Download (other than page caching) any portion of the Services

8.3 User Content

Users retain ownership of content they create. By submitting content through our Services, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the content in connection with our Services and business operations.

8.4 Creator Content Rights

Specific content licensing terms for campaign-related content will be detailed in individual creator and campaign agreements. Generally:

• Creators retain copyright to their original content
• Brands receive usage rights as specified in campaign agreements
• We may use content for promotional purposes with attribution

8.5 Feedback

Any feedback, suggestions, or ideas you provide about our Services become our property and may be used without compensation or attribution.

9. Prohibited Activities

You agree not to engage in any of the following prohibited activities:

9.1 Legal Violations

• Violating any local, state, national, or international law or regulation
• Engaging in any activity that promotes illegal activities
• Violating the rights of any third party

9.2 Intellectual Property Violations

• Infringing copyrights, trademarks, trade secrets, or other intellectual property rights
• Using our Services to distribute pirated or unauthorized content
• Removing or altering any proprietary notices

9.3 Harmful Conduct

• Harassing, threatening, or intimidating other users
• Posting defamatory, obscene, or offensive content
• Engaging in discrimination or hate speech
• Stalking or invading the privacy of others

9.4 System Integrity

• Introducing viruses, malware, or other harmful code
• Attempting to gain unauthorized access to our systems
• Interfering with the proper functioning of our Services
• Using automated systems to access our Services without permission

9.5 Commercial Violations

• Engaging in unauthorized commercial activities
• Creating fake accounts or engagement
• Manipulating metrics or analytics
• Circumventing our commission or fee structure

10. Privacy and Data Protection

Your use of our Services is subject to our Privacy Policy, which is incorporated into these Terms by reference. Our Privacy Policy explains how we collect, use, store, and protect your personal information.

By using our Services, you acknowledge that:

• You have read and understood our Privacy Policy
• You consent to the collection and use of your information as described
• You will provide accurate and truthful information
• You will respect the privacy and personal information of other users

We comply with applicable data protection laws and expect all users to do the same when handling personal information obtained through our Services.

11. Disclaimers and Warranties

11.1 "As Is" Services

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

11.2 Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
• WARRANTIES OF NON-INFRINGEMENT OR THAT USE WILL BE UNINTERRUPTED OR ERROR-FREE
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF CONTENT
• WARRANTIES THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES ARE FREE OF VIRUSES

11.3 No Guarantee of Results

We do not guarantee any specific results from the use of our Services, including but not limited to:

• Success of marketing campaigns or partnerships
• Specific engagement rates or audience growth
• Revenue or income levels
• Brand deal opportunities or acceptance

11.4 Third-Party Services

We are not responsible for third-party services, websites, or content accessed through our Services. Your use of third-party services is at your own risk.

12. Limitation of Liability

12.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NAMIKA COLLECTIVE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• ANY LOSS OF PROFITS, REVENUE, DATA, OR USE
• ANY LOSS OF BUSINESS OPPORTUNITY OR REPUTATION
• ANY SUBSTITUTE GOODS OR SERVICES

THIS APPLIES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

12.2 Cap on Liability

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE GREATER OF:

• THE AMOUNT YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR
• ONE HUNDRED DOLLARS ($100)

12.3 Essential Purpose

THESE LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12.4 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above exclusions or limitations may not apply, and you may have additional rights.

13. Indemnification

You agree to indemnify, defend, and hold harmless Namika Collective, its affiliates, and their respective officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or relating to:

• Your use or misuse of our Services
• Your violation of these Terms or any applicable law
• Your infringement of any third-party rights, including intellectual property rights
• Any content you submit, post, or transmit through our Services
• Your negligence or willful misconduct
• Any breach of your representations and warranties
• Your violation of any third-party agreement to which you are bound

We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense of such claim.

14. Term and Termination

14.1 Term

These Terms commence when you first access our Services and continue until terminated.

14.2 Termination by You

You may stop using our Services at any time. To close your account, please contact us at management@namikacollective.com.

14.3 Termination by Us

We may suspend or terminate your access to our Services at any time, with or without notice, for any reason, including:

• Breach of these Terms or other agreements
• Violation of applicable laws or regulations
• Fraudulent, abusive, or illegal activity
• Providing false or misleading information
• Actions harmful to other users, third parties, or our business
• Extended periods of inactivity
• Our discontinuation of Services

14.4 Effect of Termination

Upon termination:

• Your right to access and use our Services immediately ceases
• We may delete your account and associated data
• You remain liable for all obligations incurred before termination
• All provisions that should survive termination will remain in effect

14.5 Survival

The following sections survive termination: Intellectual Property, Indemnification, Disclaimers, Limitation of Liability, Dispute Resolution, and any other provisions that by their nature should survive.

15. Dispute Resolution

15.1 Governing Law

These Terms and any dispute arising out of or related to them or our Services will be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Informal Resolution

Before filing a claim, you agree to try to resolve the dispute informally by contacting us at legal@namikacollective.com. We'll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 60 days of submission, you or we may bring a formal proceeding.

15.3 Mandatory Arbitration

Any dispute not resolved informally shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The arbitration will be conducted in Orlando, Florida, unless you and we agree otherwise. Each party will be responsible for paying any AAA filing, administrative, and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall be final and binding on both parties.

15.4 Class Action Waiver

YOU AND NAMIKA COLLECTIVE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both you and we agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of representative or class proceeding.

15.5 Exception - Small Claims Court

Either party may bring a suit in small claims court instead of arbitration if the claim qualifies for small claims court.

15.6 30-Day Right to Opt Out

You have the right to opt out of the arbitration and class action waiver provisions by sending written notice of your decision to opt out to legal@namikacollective.com within 30 days of first using our Services.

16. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations under these Terms if such failure or delay results from circumstances beyond their reasonable control, including but not limited to:

• Acts of God, natural disasters, or severe weather
• War, terrorism, riots, or civil unrest
• Government actions, laws, or regulations
• Strikes, lockouts, or labor disputes
• Epidemics, pandemics, or public health emergencies
• Internet service provider failures or software/hardware failures
• Power outages or telecommunications failures

The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact of the force majeure event.

17. Modifications to Terms

We reserve the right to modify these Terms at any time at our sole discretion. When we make material changes, we will:

• Update the "Last Updated" date at the top of these Terms
• Notify you via email or through our Services
• Provide at least 30 days' notice for material changes that adversely affect your rights

Your continued use of our Services after the effective date of revised Terms constitutes your acceptance of the changes. If you do not agree to the modified Terms, you must stop using our Services.

For creators and brands with active agreements, modifications to these Terms do not supersede the specific terms of your individual agreements unless explicitly stated.

18. General Provisions

18.1 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be deemed modified to the minimum extent necessary to make it valid and enforceable.

18.2 Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

18.3 Assignment

You may not assign or transfer these Terms or any rights granted hereunder without our prior written consent. We may assign our rights and obligations under these Terms without restriction.

18.4 Notices

Legal notices to us should be sent to legal@namikacollective.com or to our mailing address. We may provide notices to you via the email address associated with your account or through our Services.

18.5 No Agency Relationship

Nothing in these Terms creates any agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship between you and Namika Collective.

18.6 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights except as expressly provided herein.

19. Entire Agreement

These Terms, together with our Privacy Policy and any additional agreements you enter into with us (such as Creator Representation Agreements or Campaign Agreements), constitute the entire agreement between you and Namika Collective regarding the use of our Services.

These Terms supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding our Services.

In the event of any conflict between these Terms and any separate agreement you have with us, the terms of the separate agreement will control to the extent of the conflict.

20. Contact Information

If you have any questions, concerns, or requests regarding these Terms, please contact us:

21. Electronic Communications

By using our Services, you consent to receive electronic communications from us. These communications may include notices about your account, updates to our Terms or policies, and promotional messages (where you have consented to receive them).

You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

22. Acknowledgment and Acceptance

BY CLICKING "I AGREE," ACCESSING OR USING OUR SERVICES, OR OTHERWISE MANIFESTING YOUR ASSENT TO THESE TERMS, YOU ACKNOWLEDGE THAT:

• YOU HAVE READ AND UNDERSTOOD THESE TERMS OF SERVICE
• YOU AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY
• YOU ARE AT LEAST 18 YEARS OLD OR THE AGE OF MAJORITY IN YOUR JURISDICTION
• YOU HAVE THE LEGAL CAPACITY TO ENTER INTO A BINDING AGREEMENT