You agree that all information you submit when creating your Brand Account with us is accurate, complete, and not misleading and that you shall immediately inform us of any changes to or inaccuracies in such information.
You shall ensure that your use of the Platform and the Services does not infringe the rights of any other person or body.
You agree that you shall not do any of the following without our prior written consent, either solely or jointly with or on behalf of any third party directly or indirectly:
reproduce or copy information or material from the Platform or any other material sent or made available to you by us or by a Content Creator (“Material”) or create derivative works from, modify or in any way commercially exploit any of the Material;
distribute, transmit or publish any of the Material (including using it as part of any library, archive or similar service); or
create a database in electronic or structured manual form by downloading and storing all or any of the Material for any purpose whatsoever.
Except as expressly set out in these Terms you undertake that you shall not, either solely or jointly with or on behalf of any third party directly or indirectly:
attempt to copy, duplicate, adapt, modify, create derivative works from or distribute all or any portion of the Platform or the Services;
rent, lease, sub-license, assign, sell, encumber, loan, translate, merge, adapt, vary or modify the Platform or the Services;
attempt to re-use, reproduce, reverse compile, disassemble, reverse engineer, attempt to discern any software, including source code, used by or otherwise relating to the Platform or the Services or otherwise reduce to human-perceivable form all or any part of the Platform or the Services;
use the Platform or the Services on behalf of any other party nor allow or permit a third party to do so or to have access to the Platform or the Services;
do (or by omission do) anything which may damage our reputation;
access, store, distribute or transmit any viruses, during the course of your use of the Platform or the Services;
remove or alter any copyright or other proprietary notice on any of the Platform or the Services; or
access or use all or any part of the Platform or the Services in order to build a product or service which competes with the Platform or the Services.
You undertake that you shall not access, store, distribute or transmit any material during your use of the Platform or the Services, in relation to the Content or in relation to your relationship with the Content Creator that:
is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
facilitates illegal activity;
depicts sexually explicit images;
promotes unlawful violence;
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
in manner or content is otherwise illegal or causes damage or injury to any person or property.
In the event of a breach by you of clauses 1.4 or 1.5 we reserve the right, without liability or prejudice to our other rights under these Terms, to:
disable your access to the Platform or the Service; and
to remove from the Platform any Campaign that we believe, acting reasonably breaches clause 1.5. and in such circumstances no compensation will be payable to you.
OUR RESPONSIBILITIES
We shall have no responsibility for any act or omission of any Content Creator in any way whatsoever, including their compliance with any Campaign Agreement or the processes set out in these Terms. In case of any such act, you can raise us the request to remove the content from our platform.
We do not warrant that the use of the Services or the Platform will be uninterrupted or error-free and you acknowledge that we may make changes to the Platform, or suspend or terminate the Platform or Services or your access to them for any reason without notice to you.
We assume no responsibility and shall not be liable for any loss or damage caused by a virus, or other technologically harmful material that may infect your computer or other equipment or other property on account of your access to, use of, or browsing of the Platform or any website linked to it.
FEES AND PAYMENT
In relation to each Campaign, you will pay to us (no later than the Campaign Live Date):
the Content Creator Fees, which we collect on behalf of the Content Creator; and
commission on the Content Creator Fees, as calculated in accordance with your Subscription Plan.
The Subscription Plan may have subscription fees payable by you to us as set out when selecting a Subscription Plan, or updated by us from time to time (“Subscription Fee”). If your Subscription Plan does have Subscription Fees payable, your Subscription Fees shall be payable on formation of the Contract and then in advance as set out in your Subscription Plan.
If you upgrade your Subscription Plan, the revised Subscription Fees shall be calculated from confirmation of the upgrade by us and payable on the decided date.
If you downgrade your Subscription Plan, this will take effect as of your next payment date, and your Subscription Fees will be reduced from that point.
If you fail to make any payment to us in accordance with these Terms, we may charge you interest at the rate. Such interest shall accrue on a daily basis from the date the sums became due.
INTELLECTUAL PROPERTY & DATA PROTECTION
We, and / or our licensors, own all intellectual property rights (including but not limited to copyright, database rights, design rights and trademarks) (“Intellectual Property Rights”) in the Platform and the Services and your only right to use such rights is as set out in these Terms, any other use by you is prohibited.
The ownership of Intellectual Property Rights and all other rights in each Content shall be as provided for in accordance with the Campaign.
You grant us the right to use any content, material or branding provided or made available by you, including but not limited to the Content, Campaign and your trade marks, logos and other branding as we require in relation to the provision of the Services and in order to promote and market the Platform or Services such right to survive termination. You warrant that our use of such material shall not infringe the Intellectual Property Rights or other rights of any third party.
Our privacy policy contains details of how we use the information we hold about you and can be found on the Platform or such other website address as may be notified to you from time to time.
TERMINATION
Either of we or you may terminate the Contract immediately for any reason by giving written notice to the other party save that your right to terminate is subject to the completion of any live Campaigns.
On termination of the Contract (for any reason):
you shall immediately pay to us any and all sums outstanding as at the date of termination including the payment of all Commission and Subscription Fees (including in relation to any Campaign Agreements agreed following termination);
you shall (subject to any temporary use or engagement we allow at our discretion in relation to any existing Campaigns) stop all use of the Platform and engagement with Content Creators;
all Campaign Agreements will terminate, unless otherwise permitted;
the accrued rights of us or you as at termination or the continuation of any provision expressly or by implication intended to survive termination shall not be affected or prejudiced; and
we shall have the right to delete any or all of the information related to your brand during the term of the Contract.
Following termination of the Contract by us, we have the right to cancel any existing Campaigns and, to the extent we do not, any live Campaigns will continue to operate subject to these Terms until the Campaigns are completed
COMPETITION
For the duration of the Contract and for one year following termination (and, to the extent any Campaign Agreement persists longer than this, for one year following any Campaign Agreement), you shall not attempt to engage (whether directly or indirectly) any Content Creator that you have had contact with via us without our prior written consent.
INDEMNITY
You agree to indemnify us and keep us indemnified against all and any expenses, losses, liabilities, damages, costs (including reasonable legal costs) incurred or suffered by us in relation to any claims or proceedings, which arise in any way from:
your use of the Platform and the Services;
any breach by you of these Terms;
any use of the Platform or the Services by anyone using your Brand Account; or
any claim made by a Content Creator concerning your interaction with them.
OTHER IMPORTANT TERMS
We shall not be in breach of our responsibilities under these Terms nor liable for any delay in performing, or failure to perform, any of our responsibilities under these Terms if such delay or failure results from events, circumstances or causes beyond our reasonable control.
We shall be entitled to change these Terms at any time in our sole discretion by providing an updated copy of these Terms on the Platform. For the avoidance of doubt, your use of the Platform following any update to these Terms shall be deemed as acceptance of those updates which (following such acceptance) shall apply to the Contract with effect from the day they were uploaded to the Platform. Any other variation of the Contract (other than as permitted under these Terms), shall only be effective if it is agreed in writing and signed by us.
We shall be entitled to change the Services or the Subscription Fees at our sole discretion. We will give you not less than one month’s notice of such changes unless there is an important business reason why a shorter notice needs to be given.
Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between you and us, constitute either you or us as the agent of the other, or authorise either you or us to make or enter into any commitments for or on behalf of the other.
We may transfer our rights and obligations under these Terms to a third party. You are not entitled to assign or transfer your rights or obligations under these Terms unless we consent in writing.
The Contract is between you and us. No other person shall have any rights to enforce any of its terms and for the avoidance of doubt, the Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms.
The Contract constitutes the entire agreement between you and us in relation to your use of the Platform and the Services.
Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
If we fail to insist that you perform any of your obligations under the Contract or in law, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
The Contract shall be governed and interpreted in accordance with Indian law. You and we both agree to submit to the exclusive jurisdiction of the Indian courts.
