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Terms

Current at September 2025

HOOZU MASTER TERMS & CONDITIONS

Hoozu Pty Ltd, ABN 41 163 980 416 – a Launchd company

1. GENERAL

1.1 Platform Services Distinction. Hoozu Pty Ltd (“Hoozu”, “we”, “us” or “our”) operates as a marketplace, communication, distribution and workflow platform. Hoozu grants you the right to access and use the Hoozu website at www.hoozu.com or such other URL as advised from time to time (“Hoozu Site”). This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.

1.2 Services Clarification. We provide platform services including facilitating campaigns, managing communications, digital asset management, and payment processing. We do not provide the creative content services – that’s what Creators and Influencers do. We do not accept liability for the acts and omissions of Creators, Influencers or Clients, nor do we guarantee the work of Creators or Influencers.

1.3 Agreement Formation. By engaging Hoozu for Services, submitting or accepting an Insertion Order or Booking Form, or using the Hoozu Site, you agree to be bound by these Terms.

1.4 Campaign Structure. All campaigns are subject to the terms of: (a) any Insertion Order(s) or Booking Form(s); (b) these Master Terms & Conditions; and (c) applicable Schedules (A – Obligations; B – Content Guidelines; C – Performance Standards).

1.5 Order of Precedence. If there is any inconsistency, the following order prevails: (a) the Insertion Order or Booking Form (most recent takes priority); (b) these Master Terms; then (c) the Schedules and any policies referenced herein.

2. INTELLECTUAL PROPERTY

2.1 Ownership. Hoozu retains all intellectual property rights (“IPR”) in the Hoozu Site, the Works platform, and any content, materials, and methodologies created or supplied by Hoozu.

2.2 Client Content. Clients retain IPR in their branded content, granting Hoozu and influencers a royalty-free, non-exclusive licence to use such content solely for campaign purposes.

2.3 Creator Content. Except as expressly stated, all rights in influencer, UGC or CGC content produced for campaigns are assigned to Hoozu and/or the Client upon full payment.

2.4 Usage Rights. Unless otherwise specified in the relevant Booking Form or Insertion Order, Hoozu and Clients may use, adapt, edit, crop, re-sequence, replace audio, add captions, create derivative works, and repurpose content across all media (including but not limited to social, paid media, DOOH, retail, programmatic, live events, scoreboards, internal/external presentations) during the agreed usage term and for archival purposes thereafter.

2.5 Limited Usage Rights (where applicable). Where specifically stated in a Booking Form, Creators may retain ownership of intellectual property rights in content while granting Hoozu and Clients a royalty-free, worldwide, transferable licence to use, edit, adapt, reproduce, and communicate the content (including for paid media/boosting) for the period specified in the Booking Form, across agreed channels, websites, social media accounts, paid advertising, and internal presentations.

2.6 Broad Usage Rights for UGC Content. For UGC campaigns, Contracted Creators acknowledge and agree that content created may be used, edited, and posted by Hoozu and Clients across all media channels (including but not limited to social media platforms, websites, Instagram, Facebook, LinkedIn, DOOH, retail, programmatic, live events, scoreboards, paid advertising, internal/external presentations) and in future campaign briefs, internal documents and presentations. This includes, but is not limited to, internal training resources, case studies, and promotional collateral. The Creator will be fully credited in any use or reproduction of the content. No additional approval is required.

2.7 One-off Fee Structure. Creators agree that fees paid for content are one-off payments and they will not be entitled to any further payment for subsequent use, distribution, or sharing of the content, subject to the usage rights granted under this Agreement.

2.8 Moral Rights. To the extent permitted by law under the Copyright Act 1968 (Cth) and its amendments, creators irrevocably consent to Hoozu and Clients adapting, translating, commercialising, exploiting and treating content in any way without asserting moral rights, including: (a) without attributing authorship to the creator; (b) any false attribution of authorship; and (c) without requiring consent for any use, adaptation, commercialisation, exploitation or treatment, whether derogatory or not.

2.9 Third-Party Material Disclosure. If creators include third-party material in deliverables, they must notify Hoozu and Clients of any licensing requirements and ensure all necessary permissions are obtained.

2.10 IP Indemnification. Each party warrants they own or have rights to use all IP provided and will indemnify the other party against third-party IP infringement claims.

2.11 Vesting of IP in Deliverables. Upon creation of the Deliverables and subject to payment of the Fees, all right, title and interest in the Deliverables is assigned to Hoozu and/or the Client (as specified in the Booking Form). Until paid in full, the Creator holds the Deliverables on trust for Hoozu/Client and must not use, license or disclose them other than to perform the Services.

2.12 Publicity Use. Hoozu may reference the Client name and non-confidential Campaign outcomes (including thumbnails of Deliverables) in credentials, case studies, award submissions and pitches, provided Hoozu does not disclose Client Confidential Information or paid rates.

3. USE OF SITE

3.1 Users must not attempt to undermine the security, functionality, or integrity of the Hoozu Site or Works platform.

3.2 Users must not upload unlawful, defamatory, offensive, or infringing material.

3.3 Access is provided “as is” and at your risk. Hoozu does not warrant uninterrupted or error-free use.

3.4 Users must not conduct unauthorized testing, reverse engineering, or competitive analysis without written consent.

4. ADVERTISER (CLIENT) TERMS

4.1 Agreement Formation. Clients accept these terms by executing an Insertion Order or otherwise commissioning Hoozu.

4.2 Services. Services may include influencer marketing, UGC/CGC production, contra campaigns, creative services, media management, technology access, live event activations, and ticketing services.

4.3 Payment. (a) Unless otherwise stated, 50% of fees are payable on signing, 50% on campaign completion. (b) Invoices are payable within 14 days. (c) Fees exclude GST unless otherwise stated. (d) Late payment interest at 10% per annum applies to overdue amounts. (e) Client remains liable for fees regardless of campaign performance metrics. (f) All payment obligations survive termination of this Agreement. (g) Unclaimed Payments. If Hoozu is unable to pay any party due to outdated contact or banking details, or lack of response to communications, Hoozu may forfeit the payment or refund the Client six months after sending written notice to the last known contact details.(h) No Set-Off. Amounts payable must be paid in full without set-off, counterclaim or deduction of any kind. (i) Costs of Recovery. Client must reimburse all reasonable costs Hoozu incurs in recovering overdue amounts, including legal fees on a solicitor-client basis and third-party collection costs.

4.4 Tax Invoice Issuance. Hoozu will issue Tax Invoices for all services provided to Clients.

4.5 Deemed Approval. If Clients have not approved or rejected deliverables by the end of the 5th business day following notification of completion, deliverables are deemed approved and final payment becomes due.

4.6 Non-Solicit. Clients must not contract directly with influencers or creators introduced by Hoozu for 12 months post-campaign. Any breach incurs a fee equal to 15% of the remuneration paid.

4.7 Performance Acknowledgment. Client acknowledges that campaign performance may be affected by factors beyond Hoozu’s control including platform algorithm changes, market conditions, and external events.

4.8 Agent Appointment for Disputes. Clients appoint Hoozu as their non-exclusive agent to resolve disputes with Creators/Influencers. Hoozu may make decisions and take actions to resolve disputes in its reasonable discretion, except agreeing that Clients will make payments to Creators/Influencers.

5. INFLUENCER TERMS

5.1 Orders. (a) Clients issue Insertion Orders; Hoozu prepares Booking Forms. (b) Influencers must execute and return Booking Forms to confirm. (c) No order is binding until confirmed by Hoozu. (d) Unless expressly stated, contracts are between Hoozu and the Influencer (not with the Client). (e) Non-solicit restrictions apply for 12 months post-campaign. (f) Criminal Disclosure. Influencers must disclose any current criminal charges, convictions, or pending investigations prior to signing agreements. (g) Qualification Verification. Influencers must act in utmost good faith when providing information about their experience, qualifications, and audience metrics. Hoozu may verify this information and influencers must provide all necessary authorizations for such verification.

5.2 Deliverables. (a) Must be provided as per Booking Form and Creative Brief. (b) Posting schedules require Client approval. (c) Three alternate images/angles must be provided for each posting. (d) Content must remain live for the period specified in the Booking Form (minimum 180 days and up to 12 months from publication, as specified). Removal requires Hoozu’s written consent or fees per Schedule B.. (e) Proof of posting (screenshots) is mandatory. (f) All reporting results must be provided with screenshots. (g) Reasonable, prompt, and positive engagement with comments required. (h) Must immediately escalate any negative reviews, comments, or issues that may bring adverse publicity to Hoozu. (i) Creator must provide up-to-date manager/representative contact details for approvals, scheduling, and issue resolution if represented by an agent or manager.

5.3 Approvals. (a) No content may go live without written approval. (b) Up to two rounds of edits may be required. (c) Posting without approval or missing mandatories may result in financial penalties and re-supply obligations at no extra cost. (d) Deemed Approval by Client. If Hoozu/Client has not approved or rejected content by the end of the 5th business day following submission, content is deemed approved.

5.4 Payment. (a) Fees are set out in the Booking Form. (b) RCTI Provisions. For GST-registered influencers, Hoozu will issue a Recipient Created Tax Invoice (RCTI). For non-GST registered influencers, Hoozu will create an invoice on their behalf. (c) Invoice no earlier than 7 days post-campaign to bookings@hoozu.com with copy to program manager. (d) Payment is due 28 days after receiving all reporting results, screenshots, and valid invoice. (e) Invoices must include nominated bank account, ABN, or SWIFT code details. (f) Purchase Order (PO) number must be referenced on all invoices. (g) Professional Obligations Warranty. If the influencer is a body corporate or uses contractors, they warrant that all employees have been paid full remuneration including wages, leave, termination payments and superannuation, and that all applicable insurance and tax obligations have been met. (h) No Set-Off. Amounts payable must be paid in full without set-off, counterclaim or deduction of any kind. 

5.5 Performance Standards. (a) Minimum engagement rates as specified in Booking Forms. (b) Compliance with posting schedules and quality standards. (c) Response time requirements for approvals and amendments. (d) Adherence to platform best practices and community guidelines.

5.6 Agent Appointment. Influencers appoint Hoozu as their non-exclusive agent to collect fees and resolve disputes with Clients. Hoozu may withhold payments pending dispute resolution.

6. UGC / CGC CREATOR TERMS

6.1 Engagement. UGC/CGC creators are engaged on a production basis under Booking Orders issued by Hoozu. Creators are independent contractors and not employees.

6.2 Orders. Each order specifies deliverables, deadlines, fees, usage rights, and inclusions (e.g. raw files). No order is binding until confirmed by Hoozu.

6.3 Fee Inclusion. The fee is inclusive of any and all expenses that may be incurred by the Creator in connection with providing the Services unless otherwise stated in the Booking Form.

6.4 Deliverables. (a) Must be original, professional, and delivered by deadline. (b) One round of amendments is included; additional rounds may incur fees. (c) Hoozu may require reshoots if deliverables are defective or off-brief. (d) All content featuring other people must include signed model releases and consent forms granting permission for use in accordance with the usage rights specified in this Agreement.

6.5 Professional Standards. Creators will provide Services in a professional and timely manner to the best of their skill and ability, and must not act in a manner that brings, or may bring, Hoozu or the Client into disrepute.

6.6 Late Delivery & Fee Reductions. Where content is delivered late beyond any specified Grace Period, payment may be reduced by the percentage specified in the Booking Form per day (capped at the maximum specified) or alternate make-good arrangements as agreed. Where content is delivered late or partially complete, payment will be reduced pro-rata:

  • 0% delivered: no fee payable.
  • 25% of deliverables supplied: 25% fee payable.
  • 50% supplied: 50% fee payable.
  • 75% supplied: 75% fee payable.
  • 100% supplied: 100% fee payable.

Hoozu may also deduct costs incurred engaging replacements.

6.7 Ownership & Usage. Upon full payment, all rights in deliverables transfer to Hoozu/Client unless otherwise specified in the Booking Form. Content may be used, adapted, edited, and repurposed across all media channels (see clause 2.4). Moral rights are waived to the extent permitted by law under the Copyright Act 1968 (Cth).

6.8 Risk & Responsibility. Creators provide Services (including participation in any event, site visit or filming) at their own risk and accept full responsibility for their own acts and omissions.

6.9 Contractor Status. Creators must provide a valid ABN within 2 business days of acceptance and are responsible for their own GST, tax, superannuation and insurances. Failure to provide ABN may delay payments and creator indemnifies Hoozu against any resulting claims.

6.10 Termination. Hoozu may terminate immediately upon written notice if the Creator: (a) Breaches any term of this Agreement; (b) Takes actions against brand values (including poor behaviour); (c) Fails to meet draft deadlines; (d) Is convicted of a crime or offence; (e) Fails or refuses to comply with reasonable directions from Hoozu or its representatives; (f) Engages in serious misconduct in connection with Services; (g) Experiences late delivery, defective work, reputational harm, or insolvency.

6.11 Effect of Termination. Upon termination: (a) Hoozu will pay Creator a pro-rata calculation for Services actually provided, considering termination reasons and quality of work performed; (b) Hoozu may set off amounts owing against payments due to Creator; (c) If advance payments were made, Creator must reimburse unearned amounts; (d) Fees will only be payable on a pro-rata basis for conforming work actually delivered.

6.12 Releases & Consents (UGC/CGC). The Creator warrants that all individuals, locations, music, third-party materials, and property appearing in the Deliverables have been properly licensed, cleared and/or released for commercial use. Without limiting the foregoing:
 (a) The Creator must obtain valid written releases from all identifiable persons featured in the Deliverables (including friends, family, extras and members of the public), permitting use of their name, image, likeness, voice and performance in connection with the Campaign, worldwide, royalty-free, for the full usage period.
 (b) For minors, the Creator must obtain a model release or equivalent consent signed by the parent or legal guardian prior to filming.
 (c) The Creator indemnifies and holds harmless Hoozu and the Client against all claims, liabilities, costs and expenses (including legal fees) arising from any failure to obtain such releases or consents.
 (d) The Creator must retain all signed releases and consents for 7 years after final publication and provide copies within 3 business days of request.

7. LIVE EVENT & ACTIVATION TERMS

7.1 Event Access. Where campaigns involve live events, tickets, passes, or accreditations will be issued via the Works platform unless otherwise advised.

7.2 Personal Use. Event tickets are for the Contractor’s personal use only and may not be sold, transferred, or given to any other person without Hoozu’s written approval.

7.3 Venue Compliance. Contractors must comply with all venue, event organizer, and partner rules and restrictions.

7.4 Content Capture. Content must be captured and uploaded to Works within the timeframe set by Hoozu (usually within 24 hours of event conclusion). Contractors must follow any venue or event restrictions and respect restricted areas.

7.5 Professional Conduct. Professional conduct is required when interacting with event staff, participants, or partners. No behaviour that could bring Hoozu or associated brands into disrepute.

7.6 Risk & Indemnification. Contractors acknowledge they are participating in events, including any travel to and from events, at their own risk. Contractors indemnify and hold harmless Hoozu, event organizers, partners, and representatives against any loss, injury, claim, or damage (including personal injury or property damage) arising in connection with their participation, except to the extent caused by Hoozu’s gross negligence or wilful misconduct.

7.7 Alcohol & Conduct. Alcohol consumption at events must be moderate and not affect deliverables or professional conduct.

8. CONTRA TERMS

8.1 Recording & Exclusivity. All contra value for a Campaign must be offered, accepted, issued and redeemed exclusively via the Contra Platform and recorded against the relevant Campaign.

8.2 Tax. Contra constitutes taxable income to the recipient, who is solely responsible for any tax reporting and payment.

8.3 Non-Delivery & Misuse. Non-delivery or misuse/misreporting of contra recorded in the Contra Platform is a material breach and the fair market value is recoverable as a debt, in addition to Hoozu’s other rights.

9. MEDIA MANAGEMENT TERMS

9.1 Hoozu may manage media spend (“Boosting”) on behalf of Clients via its accounts.

9.2 Clients grant Hoozu all necessary rights to operate paid campaigns.

9.3 Media spend is invoiced separately and payable regardless of platform performance.

9.4 Platform algorithm changes, policy updates, or technical issues do not constitute grounds for fee reduction or campaign cancellation.

9.5 Paid media budget may be applied to content during the usage period without further approval or additional payment to creators, subject to the usage rights granted.

10. TECHNOLOGY (WORKS PLATFORM)

10.1 Platform Requirements. Influencers and creators must authenticate to Hoozu’s campaign management platform Pickstar Works (https://pickstar.works) for ticketing, deliverable submission, approvals, and reporting.

10.2 Account Linking. Users must link relevant social accounts and enable required permissions (notifications, location, camera, gallery) as directed by Hoozu.

10.3 Mandatory Usage. Failure to use the Works platform as directed may result in ticket access being withdrawn, delayed or withheld payments, or termination.

10.4 Platform Terms. Use of the Works platform is subject to its privacy policy and terms of use. By authenticating to Works, users confirm they have read and agree to these terms.

10.5 Data Ownership. Data and analytics from Works remain proprietary to Hoozu.

10.6 Platform Risks. (a) Users acknowledge platform algorithm changes may affect performance. (b) Hoozu not liable for platform suspensions, shadowbans, or policy changes. (c) Users must maintain backup access methods where possible. (d) Platform performance metrics are estimates only and not guaranteed.

10.7 Audit Rights. Hoozu may audit and request evidence from Clients, Influencers and Creators at any time to verify compliance with this Agreement, including without limitation: audience metrics, insurance policies, payroll compliance, model releases and campaign performance data. Failure to provide the requested information within 5 business days constitutes a material breach and Hoozu may withhold payments, suspend access, or terminate the relevant Booking.

11. CONTENT STANDARDS & COMPLIANCE

11.1 Content Approvals. All content must be submitted via Works (or as directed) for Hoozu/client approval before going live. If content is posted without approval or missing mandatories, Hoozu may require removal/repost or additional content at no extra cost, and may apply a financial penalty.

11.2 Posting Requirements. Contractors must meet all agreed content deadlines, live dates, and reporting requirements. All tags, mentions, captions, and hashtags must be applied exactly as specified in the Brief.

11.3 Music Licensing. Only royalty-free music may be used:

  • Instagram: Facebook Sound Collection
  • TikTok: TikTok Commercial Music Library (region: Australia) or approved royalty-free source
  • Other platforms: Only royalty-free or appropriately licensed music

Where platform libraries are unavailable, only music for which the Creator has obtained a synchronisation and communication to the public licence may be used, and proof of licence must be provided on request.

11.4 Disclosure Requirements. Contractors must comply with Australian advertising guidelines (AANA Code, ACCC rules). All contracted or value-in-kind content must clearly display paid partnership disclosure (Paid Partnership tag or #ad) in the first frame/view of each piece of content.

11.5 Reporting. All performance metrics (including story frame-level insights) must be provided within 7 days of posting via Works or as directed. For boosted/paid usage content, post-boost metrics must also be supplied.

11.6 Content Permissions. Contractors must ensure all necessary consents, licences, and permissions are obtained for all content elements (including music, visuals, and third-party appearances) to allow for the usage rights granted under this Agreement.

12. WARRANTIES & LIABILITY

12.1 Each party warrants it has full authority to enter into this Agreement.

12.2 Hoozu excludes all implied warranties except those required by law.

12.3 Liability Limitation. To the maximum extent permitted by law: (a) Hoozu’s total liability under this Agreement shall not exceed the total fees paid by the relevant party in the 12 months preceding the claim. (b) Hoozu excludes liability for any indirect, consequential, punitive, special, or exemplary damages including but not limited to loss of profits, data, reputation, opportunity, or business interruption. (c) These limitations apply regardless of the legal theory under which liability is sought.

12.4 Australian Consumer Law. Nothing in this Agreement excludes, restricts, or modifies rights under the Australian Consumer Law that cannot be excluded, restricted, or modified by agreement.

13. INDEMNIFICATION

13.1 Client Indemnification. Client agrees to indemnify and hold harmless Hoozu, its officers, directors, employees, and agents from any claims, damages, losses, costs, or expenses (including reasonable legal fees) arising from: (a) Breach of Client’s warranties, representations, or obligations; (b) Client’s branded content, instructions, or campaign requirements; (c) Violation of third-party intellectual property or other rights; (d) Non-compliance with applicable laws, regulations, or industry standards; (e) Any defamatory, misleading, or unlawful content in Client materials.

13.2 Influencer/Creator Indemnification. Influencers and Creators agree to indemnify Hoozu from claims arising from: (a) Their content, performance, or conduct; (b) Breach of social media platform terms of service; (c) False, misleading, or defamatory statements; (d) Violation of advertising standards or consumer protection laws; (e) Breach of any third-party rights or confidentiality obligations; (f) Inaccurate information provided about qualifications, experience, or audience metrics.

13.3 Contra & Platform Indemnity. Without limiting the indemnities in clauses 13.1 and 13.2, Clients, Influencers and Creators indemnify Hoozu against all claims, losses, damages, costs or expenses (including reasonable legal fees) arising out of:
 (a) misuse or misreporting of contra value, including contra provided outside the Contra Platform;
 (b) failure to comply with any Contra Platform rules; and
 (c) breach of social media platform terms resulting in suspension, account bans, shadowbans, removal of content or reputational harm.

14. INSURANCE

14.1 Required Coverage. Influencers and creators must maintain appropriate insurances, including: (a) Public liability insurance (minimum $20 million per claim); (b) Professional indemnity insurance (minimum $5 million per claim on ‘claims incurred’ basis); (c) Product liability insurance where applicable; (d) Any legally required workers’ compensation coverage; (e) Equipment insurance covering replacement value against loss or damage.

14.2 Additional Insured. Insurance policies must name Hoozu as an additional insured or note Hoozu’s interest.

14.3 Evidence Required. Evidence of insurance must be provided before commencement of services and when requested.

14.4 Optional Platform Insurance. Hoozu may, in its discretion, provide professional indemnity and public liability insurance coverage for creators and influencers. Such coverage does not constitute a warranty that insurance will respond to any particular claim. Creators/influencers remain responsible for any deductibles and must not take any action that may void coverage.

14.5 Insurance Default. If an Influencer or Creator fails to maintain the insurance required under clause 14, Hoozu may (but is not obliged to) procure such insurance on their behalf, and deduct the cost of premiums, fees and charges from any payments otherwise due.

15. DATA PROTECTION AND PRIVACY

15.1 Compliance. Each party must comply with applicable privacy laws including the Privacy Act 1988 (Cth), GDPR (where applicable), and any other relevant data protection legislation.

15.2 Data Handling. Personal information will be collected, used, and disclosed in accordance with Hoozu’s Privacy Policy available at hoozu.com/privacy. Hoozu may update its Privacy Policy from time to time and will notify users of material changes with 30 days’ notice.

15.3 Consent for Verification. Users consent to Hoozu obtaining information about them from third parties for verification purposes, including professional experience, qualifications, and background checks.

15.4 Data Breach. Any suspected data breach must be reported to Hoozu within 72 hours of discovery.

15.5 Data Processing. Users consent to data processing for legitimate business purposes including campaign management, performance analytics, and compliance monitoring.

15.6 Data Retention. Hoozu may retain data for the period necessary to fulfill legal obligations and legitimate business purposes.

16. TERMINATION

16.1 Grounds for Termination. Hoozu may suspend or terminate immediately for: (a) Breach of any term of this Agreement; (b) Late delivery or failure to meet deadlines; (c) Reputational harm or actions against brand values; (d) Criminal conviction or charges; (e) Failure to comply with reasonable directions; (f) Serious misconduct in connection with Services; (g) Insolvency or material change in circumstances; (h) Providing inaccurate qualification or experience information.

16.2 Effect of Termination. (a) Hoozu will pay pro-rata calculation for Services actually provided, considering termination reasons and quality of work performed; (b) Hoozu may set off amounts owing against payments due; (c) If advance payments made, Influencer/Creator must reimburse unearned amounts; (d) Rights already granted survive only as necessary for completed campaigns and ongoing legal obligations.

16.3 Termination does not affect accrued rights, remedies, or obligations of either party.

17. CONFIDENTIALITY & NON-SOLICIT

17.1 All briefs, rates, campaign details, client materials, and business information are confidential.

17.2 No party may disclose confidential information except as required by law or with prior written consent.

17.3 Non-Solicit. For 12 months after completion of each Campaign, no party may solicit for engagement or contract directly with any Influencer or Creator introduced by Hoozu in that Campaign, except via Hoozu. Any breach incurs a fee equal to 15% of the total remuneration paid or payable to the Influencer/Creator.

17.4 Confidentiality obligations survive termination indefinitely.

17.5 Confidential Information (Rates & Methodologies). For clarity, Confidential Information includes without limitation: all campaign briefs, client identities, influencer or creator rates, Hoozu’s methodologies, platform processes, and commercial terms.

18. FORCE MAJEURE

18.1 Neither party shall be liable for delays or failure to perform due to circumstances beyond reasonable control, including but not limited to: (a) Natural disasters, pandemics, or public health emergencies; (b) Government actions, laws, or regulations; (c) Social media platform policy changes or technical failures; (d) Network failures, cyber attacks, or technical infrastructure issues; (e) Labor disputes, supplier failures, or transportation disruptions.

18.2 The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact.

19. DISPUTE RESOLUTION

19.1 Good Faith Resolution. If disputes arise between Clients and Creators/Influencers, parties must first attempt good faith resolution for 14 days before escalating to Hoozu.

19.2 Platform Mediation. Hoozu may mediate disputes and make reasonable determinations to resolve issues, including requiring re-performance of services or partial refunds.

19.3 Formal Procedures. For disputes involving Hoozu directly: (a) Negotiation. Parties must first attempt to resolve disputes through good faith negotiation for 30 days. (b) Mediation. If negotiation fails, disputes will proceed to mediation through the Australian Commercial Disputes Centre. (c) Arbitration. Unresolved disputes will be submitted to binding arbitration under ACICA Arbitration Rules, with the seat of arbitration in Sydney.

19.4 Urgent Relief. Nothing prevents either party seeking urgent injunctive relief from the NSW Supreme Court.

19.5 Costs. The unsuccessful party in any dispute resolution process shall bear the reasonable costs of the successful party.

20. INTERNATIONAL CONSIDERATIONS

20.1 For users outside Australia: (a) Compliance with local laws remains the user’s responsibility; (b) NSW law governs unless prohibited by mandatory local law; (c) Jurisdiction clauses are subject to local enforceability requirements; (d) Currency conversions use Reserve Bank of Australia rates at time of invoice.

21. HOOZU PROPERTY AND EQUIPMENT

21.1 Definition. Any designs, materials, equipment, tools, specifications, artwork, data, supplies, client materials, or other items provided by Hoozu or Clients to influencers/creators (“Hoozu Property”) remains the exclusive property of Hoozu at all times.

21.2 Obligations. While in possession of Hoozu Property, influencers/creators must: (a) Use it solely for campaign purposes as specified; (b) Maintain it in accordance with good practice and Hoozu’s directions; (c) Store it safely and securely; (d) Allow Hoozu access for inspection upon reasonable notice; (e) Not dispose of or encumber any Hoozu Property; (f) Return it immediately upon demand or campaign completion; (g) Maintain insurance covering replacement value against loss or damage.

21.3 Risk. Hoozu Property is held at the influencer’s/creator’s sole risk while in their possession.

22. QUALITY STANDARDS AND DEFECTIVE WORK

22.1 Quality Standards. All deliverables must meet professional standards and comply with: (a) Campaign briefs and specifications; (b) Platform community guidelines and terms of service; (c) Applicable laws and advertising standards; (d) Industry best practices; (e) Client requirements and brand guidelines.

22.2 Defect Notification. Hoozu may notify creators of defects within 90 days of delivery.

22.3 Rectification. Upon notice of defects, creators must within 5 days: (a) Repair or rectify the defect at no cost to Hoozu; (b) Replace or re-supply the work at no cost; or (c) Refund payments received for defective work.

22.4 Disposal. Defective work not collected within 5 business days may be disposed of by Hoozu at creator’s cost.

23. REFUNDS AND REMEDIES

23.1 Refund Circumstances. Hoozu may provide refunds in circumstances including: (a) Statutory warranty breaches under Australian Consumer Law; (b) Creator/Influencer unqualified or misrepresented qualifications; (c) Failure to deliver services on time or at all; (d) Services not provided in accordance with briefs or agreements; (e) Reputational harm or conduct bringing parties into disrepute.

23.2 Structured Remedies. Where refunds are provided: (a) No payment obligation exists to the defaulting party; (b) Pro-rata calculations apply based on services actually delivered; (c) Additional costs for replacement services may be recovered; (d) Liquidated damages may apply as specified in Schedules.

24. GENERAL PROVISIONS

24.1 This Agreement is governed by the laws of New South Wales, Australia.

24.2 Invalid provisions are severed without affecting the remainder.

24.3 Notice Requirements. Notices must be in writing and delivered by email or courier to the addresses in the Booking Form or Insertion Order. Notices are deemed received when the recipient’s server confirms receipt (email) or upon confirmed delivery (courier).

24.4 This Agreement constitutes the entire agreement and supersedes all prior communications.

24.5 No assignment without prior written consent (not to be unreasonably withheld).

24.6 No partnership, agency, or employment relationship is created between Hoozu and users, except where express agency appointments are made for fee collection and dispute resolution.

24.7 Amendment Process. Hoozu may amend these terms by providing 30 days written notice via email or platform notification, except for material adverse changes which require express consent.

24.8 Compliance (ABAC, Sanctions, Modern Slavery). Each party warrants ongoing compliance with applicable anti-bribery and corruption, trade sanctions/export controls, and modern slavery/human rights laws. No party will engage in conduct that would cause another party to be in breach. Hoozu may suspend performance immediately where it reasonably believes a breach has occurred.

24.9 Survival. Clauses 2 (IP), 3, 4.3(h)–(i), 5.4(h), 6.7–6.12, 7.6, 9, 10.5, 10.7, 11, 12, 13, 14, 15, 16.2–16.3, 17, 18, 19, 21, 22, 23, 24.5–24.9 and any payment obligations survive expiry or termination.

24.10 E-Signatures & Counterparts. This Agreement and any Insertion Order/Booking Form may be executed electronically and in counterparts, each of which is deemed an original and all of which together constitute one instrument.

SCHEDULE A – OBLIGATIONS FOR INFLUENCERS

Orders

  • Orders confirmed only upon return of signed Booking Form and Hoozu confirmation.
  • All dealings with Clients must go through Hoozu for 12 months post-campaign. Any direct dealing incurs a 15% fee on total remuneration.
  • Any direct dealing incurs 15% fee on total remuneration.
  • Criminal history and qualification verification requirements must be met.

Content Requirements

  • Influencers must provide proof of posting and not remove content for the period specified in the Booking Form (minimum 180 days, up to 12 months as specified). Removal without consent may incur penalties as per Schedule B.
  • Alternative content (3 variants) must be provided per booked posting.
  • All content subject to written approval before posting.
  • Two rounds of amendments included; additional rounds at Hoozu’s discretion.
  • Manager/representative contact details must be provided and kept current if the Influencer is represented by an agent or manager.

Performance Standards

  • Minimum engagement rates as specified in Booking Forms.
  • Compliance with posting schedules and platform guidelines.
  • Response to approval requests within 48 hours.
  • Maintenance of audience authenticity and engagement quality.

Professional Obligations (Corporate Influencers)

  • Full payment of employee wages, leave, termination payments, and superannuation.
  • Current workers’ compensation insurance for all employees and eligible contractors.
  • Payment of all subcontractor fees and applicable superannuation.
  • Current payroll tax registration and payments where required.

Compliance

  • Non-compliance may result in withheld fees, requirement to re-post, financial penalties, or termination.
  • Reporting requirements through Works platform mandatory.
  • Regular performance monitoring and review.

SCHEDULE B – CONTENT GUIDELINES

Platform Compliance

Creators and Influencers must not post content that:

  • Breaches platform rules (Facebook, Instagram, TikTok, YouTube, etc.);
  • Violates community guidelines or terms of service;
  • Results in content removal, account restrictions, or shadowbanning.

Brand Protection

  • Disparages or brings the Client, Client Group, or Hoozu into disrepute;
  • Encourages boycotts of Client products or services;
  • Creates negative associations with client brands.

Legal Compliance

  • Contains offensive, discriminatory, political, or harmful content;
  • Violates Australian Competition and Consumer Act 2010;
  • Breaches ACMA Advertising Standards;
  • Fails to meet disclosure requirements for sponsored content;
  • Violates therapeutic goods, financial services, or other regulatory requirements.

Quality Standards

  • Maintains professional presentation and brand alignment;
  • Includes all mandatory hashtags, tags, and disclosures;
  • Meets technical specifications for resolution, format, and duration.

Content Removal Penalties

  • Unauthorized removal within first 30 days: 50% fee reduction
  • Unauthorized removal within 30-90 days: 25% fee reduction
  • Unauthorized removal after 90 days: 10% fee reduction

SCHEDULE C – PERFORMANCE STANDARDS AND REMEDIES

Minimum Performance Requirements

  • Content delivery within agreed timeframes;
  • Achievement of specified engagement benchmarks;
  • Compliance with posting schedules and approval processes;
  • Maintenance of content quality and brand alignment;
  • Prompt response to communications and amendment requests.

Remedies for Non-Performance

  • Partial Delivery: Pro-rata payment reduction as per clause 6.6;
  • Quality Issues: Right to require reshoots or replacements at creator’s cost;
  • Late Delivery: Fee reduction per day as specified in Booking Form or additional costs for replacement creators deducted from fees;
  • Content Removal: Penalties for unauthorized removal as specified in Schedule B;
  • Reputational Harm: Liquidated damages equal to 50% of campaign value;
  • Breach of Guidelines: Immediate termination and forfeiture of fees.

Performance Monitoring

  • Regular review of engagement metrics and content quality;
  • Platform analytics monitoring and reporting;
  • Client feedback integration and response protocols;
  • Continuous improvement and optimization processes.

Escalation Procedures

  1. Initial Non-Compliance: Written warning and 48-hour rectification period
  2. Continued Issues: Formal performance review and improvement plan
  3. Serious Breaches: Immediate termination and penalty application
  4. Dispute Resolution: Referral to mediation process under clause 19

DEFINITIONS

“Agreement” means these Master Terms & Conditions, any Insertion Orders, Booking Forms, and applicable Schedules.

“Booking Form” means the document executed by influencers/creators confirming campaign participation.

“Campaign” means any marketing campaign or content creation project undertaken pursuant to this Agreement.

“Client” means any advertiser, brand owner, or agency engaging Hoozu’s services.

“Confidential Information” means all non-public information disclosed by any party, including rates, strategies, client identities, business methods, and campaign performance data.

“Creator” means any contracted entity creating UGC/CGC content for Hoozu campaigns.

“Deemed Approval” means automatic approval of deliverables after the specified review period expires without Client response.

“Force Majeure Event” means any event beyond a party’s reasonable control preventing performance of obligations.

“Hoozu Property” means any materials, equipment, or items provided by Hoozu or Clients to users.

“Influencer” means any individual or entity with social media presence engaged for campaign promotion.

“Insertion Order” means the document specifying campaign details, deliverables, and commercial terms.

“IPR” means all intellectual property rights including copyright, trademarks, patents, designs, and confidential information.

“RCTI” means Recipient Created Tax Invoice issued for GST-registered suppliers.

“Services” means all services provided by Hoozu including influencer marketing, content creation, media management, platform access, and live event activations.

“Works Platform” means Hoozu’s proprietary technology platform for campaign management and reporting.

“Contra Platform” means the Hoozu-operated functionality within the Works Platform that facilitates non-cash consideration (including goods, services, vouchers, tickets, access rights, credits and promotional value) in lieu of cash, and manages the offer, acceptance, tracking, valuation, issue/redemption and reporting of such consideration for Campaigns.

NOTICE PROVISIONS

All notices under this Agreement must be in writing and delivered to:

Hoozu Pty Ltd
Level 4, 33 King William Street
Adelaide SA 5000, Australia


Email: contact@hoozu.com
Attention: Legal Department

Notices are deemed received:

  • If delivered personally: upon delivery
  • If sent by email: 24 hours after sending (unless delivery failure notification received)
  • If sent by courier: upon confirmed delivery

For urgent matters requiring immediate attention: Email: contact@hoozu.com with “URGENT LEGAL MATTER” in subject line

EFFECTIVE DATE AND TRANSITION

These enhanced terms are effective from 3rd September 2025 and supersede all previous versions.

Existing Campaigns: Continue under their original terms unless all parties agree to adopt these enhanced terms.

New Campaigns: All new Booking Forms and Insertion Orders from the effective date will incorporate these enhanced terms.

Transition Period: Users have 30 days from the effective date to review these enhanced terms. Continued use of Hoozu services after this period constitutes acceptance of the enhanced terms.

Grandfathering: Existing contractual commitments under previous terms remain valid until completion, but renewal or extension will be subject to these enhanced terms.

CONTACT INFORMATION

General and legal Inquiries: contact@hoozu.com
Bookings & Campaigns: bookings@hoozu.com
Technical Support: contact@hoozu.com
Billing & Payments: accounts@hoozu.com

Business Hours: Monday to Friday, 9:00 AM to 5:00 PM ACST
Emergency Contact: Available 24/7 for urgent campaign or legal matters

Physical Address:
Hoozu Pty Ltd,  Level 4, 33 King William Street
Adelaide,  SA , 5000, Australia

Postal Address:
Hoozu Pty Ltd,  Level 4, 33 King William Street
Adelaide,  SA , 5000, Australia