MEMBER AGREEMENT

The terms of this Member Agreement (the "Agreement") contain the agreement between you (the "Member") and BRYC Ltd (the "Company") which govern your right to submit video content to us and your membership on our Platform.

Please read this Agreement carefully.

By sending any video content to the Company via WhatsApp or any other method we provide, you confirm that you accept this Agreement and form a binding contract with us. If you do not agree to these terms, please do not send us any videos or use our services.

1. Who You Are Contracting With

The company you are contracting with is:

BRYC Ltd, a company registered in England and Wales, with company number 16439604 having its registered office address at Door C, 9 Dashwood Road, London, England, N8 9AD (referred to as the "Company", "we", "us" or "our").

The Company is an independent creative studio that acquires video content from Members and licenses that content to clients (the "Clients") for use in promotional campaigns, social media content, and other marketing purposes.

2. Who These Terms Apply To

This Agreement applies to anyone who submits video content to us or uses our Platform.

Our services are directed to people residing in the United Kingdom. We do not represent that our services are appropriate for use or available in other locations.

Our services are strictly for Members over the age of 18. We do not permit and actively discourage use of our services by people under that age. If we have actual knowledge that you are under the age of 18, we reserve the right to cease providing services to you, delete your account, reject your content, and withhold any payments.

3. How Our Service Works - "We Buy Any Vids"

Our "We Buy Any Vids" service operates as follows:

• You submit video content to us via WhatsApp or other methods we provide
• We review the content at our sole discretion
• If we determine the content has value for our purposes, we will assign a monetary value to it
• You will be paid the assigned value, and we will receive a licence to use your content
• If we determine the content has no value to us, we will inform you and no payment will be made

Important: The name "We Buy Any Vids" does not mean we will purchase every video submitted to us. Like similar services in other industries, we reserve the right to assess each video individually and determine whether it has value to us and our Clients. This assessment is made at our sole and absolute discretion.

4. Video Valuation and Payment

Valuation Range: Videos that we choose to acquire will be valued between £1 and £500 at our sole discretion. The value we assign depends on factors including but not limited to: content quality, relevance to current campaigns, originality, production value, and potential commercial use.

Zero Value Content: Videos may be assigned a value of £0 (zero pounds) if they:

• Are generated or enhanced by artificial intelligence (AI)
• Are not original content created by you
• Have been downloaded or ripped from the internet or other sources
• Infringe third party rights
• Violate any terms of this Agreement
• Have no commercial value to us or our Clients

Final Valuation: Once we have assigned a value to your video and communicated this to you, that valuation is final and cannot be changed, negotiated, or increased. By accepting payment, you agree to this valuation.

5. Your Commitments and Warranties

By submitting content to us, you confirm and warrant that:

• You are at least 18 years old
• You are interacting with us as an individual consumer, not as a business, company, or organisation
• If you are a content creator, model, talent, influencer, or similar, and have representation (such as management, an agent, or agency) or are part of any performer trade union (such as Equity or SAG-AFTRA), you confirm that:
  • The content you submit is outside the scope of those agreements and relationships
  • You are submitting content in your personal capacity
  • Your representatives have no claim over this content or any payments made for it
  • You will not later attempt to assert additional rights, claims, or demands for additional payment connected to those relationships
  • We have no obligation to notify, involve, or pay your representatives, management, agents, or union
• All video content you submit is completely your own original work
• You personally filmed or created the video content
• You have not used artificial intelligence (AI) to generate, create, or substantially modify the content
• The content has not been downloaded, copied, or taken from the internet, social media platforms, or any other source
• You own all rights to the content or have obtained all necessary permissions to submit it
• Every person who appears in the video:
  • Is a consenting adult (18 years or older)
  • Has given their informed consent to appear in the video
  • Has given their consent for the video to be submitted to us and potentially used commercially
• No children (persons under 18) appear in any content you submit
• You have obtained all necessary permissions, consents, and release forms from anyone appearing in the content
• The content does not infringe upon any third party's intellectual property rights, privacy rights, publicity rights, or any other rights
• We have not previously disabled or deleted your account for violation of law or our terms

Consequences of False Warranties: If any of the above warranties are untrue, we reserve the right to:

• Assign a value of £0 to your content
• Refuse to pay any fees
• Demand repayment of any fees already paid
• Terminate your membership immediately
• Take legal action against you for any losses we suffer

6. What You Cannot Do

Please do not do any of the following:

• Submit anything illegal
• Submit harmful content including viruses or malware
• Try to hack or access systems you are not authorised to access
• Use bots or automated tools to submit content or scrape our data
• Use automated systems to train AI models on our content or data
• Attempt to use another member's account
• Submit content that infringes anyone else's rights
• Submit content that constitutes or encourages criminal activity or dangerous behavior
• Submit content that spreads misinformation
• Submit content containing threats, intimidation, or harassment
• Submit obscene, pornographic, or sexually explicit material
• Submit hateful or inflammatory content
• Submit content promoting violence or discrimination
• Submit content that could harm minors

If you do any of the prohibited actions above, your right to use our services will stop immediately and you may be liable for any damages we suffer.

7. Your Content Requirements

All content you submit must:

• Be original and created by you
• Not be copied, downloaded, or re-uploaded from any social media platforms or third-party sources
• Not display watermarks or logos from other platforms (unless you created and own that platform)
• Not contain or feature any children
• Be free from AI generation or significant AI enhancement
• Not infringe any third party rights

Records and Proof: You must maintain records of all consents, permissions, and release forms from any individuals appearing in your content. We may request proof of these at any time, and failure to provide them may result in content rejection and fee withholding.

Third Party Claims: If any person appearing in your content or any third party makes a complaint or claim about your content, you are solely responsible for resolving it. You agree to defend, indemnify, and hold harmless the Company from all liabilities, costs, expenses, damages, and losses arising from such claims.

8. Ownership of Content and Licence Grant

You retain ownership of your content, but by submitting video content to us, you grant us important rights to use it.

By submitting any video content to the Company, you grant us a:

• Non-exclusive licence (you can licence your content to others)
• Royalty-free licence (we only pay the agreed valuation amount, no ongoing royalties)
• Transferable licence (we can transfer these rights to others, including our Clients)
• Sub-licensable licence (we can licence your content to others)
• Worldwide licence (the rights apply globally)
• Perpetual licence (the rights continue indefinitely unless revoked by you as described in Section 9)

This licence allows us to host, use, distribute, modify, run, copy, publicly perform or display, translate, create derivative works, and exploit your content in any way for our business purposes and those of our Clients.

Client Licensing: We may license your content to our Clients for their commercial use. Once we have licensed content to a Client, that Client receives their own rights to use the content as agreed in their contract with us.

Independent Agreement: This Agreement is made between you and the Company in your personal capacity. If you have representation (management, agents, agencies) or are part of trade unions, professional bodies, or other organisations, you confirm that:

• This Agreement and any content submitted are entirely outside the scope of those relationships
• Those representatives and organisations have no rights, claims, or interests in this Agreement or your content
• We have no obligation to involve, notify, or make any payments to your representatives or organisations
• The valuation we assign is final and complete payment for the content, with no additional fees, residuals, or payments due to you or anyone else
• You will not make any future claims for additional compensation based on those relationships

9. Revoking Your Content

You have the right to revoke our licence to your content by contacting us at contact@bryc.co and requesting removal.

However, you understand and agree that:

• If your content has already been licensed to a Client before your revocation request, that Client retains their licence and can continue using your content
• We are not responsible for removing content that has already been distributed through existing licences
• We will make reasonable efforts to request Clients stop using revoked content, but we cannot guarantee removal from all platforms
• We are not liable for any continued use of your content by third parties who received it through legitimate licences before your revocation
• We will not actively hunt down every instance of your content across the internet to request removal
• Once revoked, you will not receive any further payments for that content

Legal and Contractual Obligations: Even after revocation, we may retain copies of your content if required by law, legal obligations, or existing contractual obligations to Clients.

10. Content Review and Rejection

We review all submitted content using a combination of technology and human moderators.

We may reject or remove your content if:

• It violates any terms of this Agreement
• It has no commercial value to us
• It causes harm to us, our Clients, or third parties
• We have concerns about its authenticity or ownership
• It contains AI-generated elements
• It appears to be copied from other sources

If we reject your content:

• We will notify you within a reasonable time and explain our reasons (unless legally prevented from doing so)
• No payment will be made for rejected content
• If payment was already made, we may request repayment

If you believe we made an error in rejecting your content, you can contact us at contact@bryc.co.

11. Payment Terms

Payment Process:

• Once your content has been approved and valued, we will contact you via WhatsApp or email
• We will request your bank details via a secure data entry form
• Payment will be made by direct bank transfer in GBP (£) to your nominated bank account
• After payment, we will provide you with a payslip for your records

Tax Responsibilities: You are solely responsible for declaring any income received from us and paying any applicable taxes. We do not withhold tax from payments. You should keep all payslips and records for tax purposes and consult with a tax professional if you are unsure of your obligations.

Your Responsibilities: You are responsible for providing accurate and complete payment details. Failure to provide correct information may delay or prevent payment.

Payment Timing: For content that we license to Clients, payment to you will be made after we have been paid by our Client. If no payment has been received by us from the Client, no payment will be due to you.

Disputes: If there is a disagreement about payment amounts, we both agree to use good faith efforts to reach an amicable solution.

Withholding Payment: We may withhold or demand repayment of fees if:

• Your content violates this Agreement
• Your warranties prove to be false
• We receive claims from third parties about your content
• Your content is found to contain AI-generated elements or be non-original

12. Our Commitments

We will:

• Review your submitted content in a timely manner
• Communicate valuation decisions to you
• Pay all undisputed fees according to the terms of this Agreement
• Protect confidential information you share with us
• Provide reasonable notice of any significant changes to our services

Service Availability: We do not guarantee that our services will always be available or uninterrupted. We may suspend, withdraw, or restrict availability for technical, maintenance, business, or operational reasons. We will try to give reasonable notice when possible.

Intellectual Property: We own or license all intellectual property rights in our Platform, branding, and systems (excluding content you upload).

13. Suspending or Ending Our Relationship

You may end your relationship with us at any time by contacting us at contact@bryc.co and requesting account closure, or simply by stopping use of our services.

We may end your relationship with us immediately if:

• You breach any important terms of this Agreement
• You submit content that violates our requirements
• Your warranties prove to be false
• You are found to be under 18 years old
• You engage in fraudulent or illegal activity

Effect of Termination: If the relationship ends, licences already granted for content that has been paid for will continue according to Section 8 and Section 9.

14. Changes to the Agreement

We may update this Agreement from time to time to reflect changes in our services, legal requirements, or business practices.

If we make changes:

• We will consider your reasonable interests
• We will give you reasonable advance notice of significant changes
• We will communicate the changes in a transparent manner
• We will inform you of the date the changes take effect

If you continue to use our services after changes take effect, you will be bound by the updated Agreement. If you do not agree to changes, you must stop using our services.

15. Confidentiality

During your relationship with us, you may receive information that is confidential or commercially sensitive to us or our Clients. You agree to keep such information confidential and not share it with any third party.

This restriction does not apply to information that:

• You can prove was already known to you
• Is or becomes public knowledge through no fault of yours
• Is required to be disclosed by law or court order (provided you notify us promptly)
• We approve for release in writing

16. Resolving Disputes

This Agreement is governed by the law of the jurisdiction in which you are a resident.

If we have a dispute, we will first attempt to resolve it with you amicably through good faith negotiation.

If we cannot resolve our dispute, you or we can go to your local courts. You can also go to the courts of England and Wales, which will have non-exclusive jurisdiction over disputes.

17. Other Important Terms

Privacy

Information on how we use data collected about you can be found in our Privacy Notice. We strongly recommend that you read it.

Transfer of Agreement

We may transfer our rights and obligations under this Agreement to another organisation. We will notify you in writing if this happens and ensure the transfer does not affect your rights.

Entire Agreement

This Agreement constitutes the entire agreement between you and us regarding the subject matter and supersedes any prior agreements or understandings.

Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force.

Waiver

Our failure to enforce any right or provision does not constitute a waiver of that right or provision.

Contact Us

You can contact us at: contact@bryc.co