By clicking “sign up” and using Influee Platform you agree to these Terms of Service (“Terms”) and enter into Services Agreement (“Agreement“) between you and Influee Inc., 228 Park Ave S, NY 10003 (“Company”). When these Terms mention “Influee,” “we,” “us,”, “our” or “Company” it refers to the Influee company you are contracting with.
If You need to contact us in relations to these Terms please email us to: [email protected]
Last updated: January, 2019
Influee is a software platform, online marketplace, that enables businesses (“Client” or “Clients”) to find users with many followers (“Influencers”) and to participate in their marketing campaigns via social media (“Campaign”) by publishing (including, but not limited to) Influencer’s original photographs, videos, posts, Facebook or Instagram stories, positive reviews or similar marketing material, advertising and other content (“Content”).
A Campaign shall consist of one or more collaborations with different Influencers (each as “Collaboration”).
Subject to this Agreement, Company represents a commercial agency which undertakes to ensuring to find appropriate Influencers according to our Client’s wishes. Furthermore and with regard to marketing services, the Company endeavours to conclude contracts between Influencers and our Clients and in this sense to mediate between them.
The Company also provides to conclude contracts with Influencers in the name of and for the account of the Client if such authorisation is explicitly given. The latter means that the Client provides an agreed payment to the Company in order to perform the Campaign with one or more Influencers as entrusted thereto by the Client and for the name and the account of the latter.
If Company or Client chooses to engage an Influencer for his or hers collaboration in a Campaign, this means that an Influencer shall provide Services for the Client. Services shall consists of publishing Content, which shall be specifically created, developed, produced or provided:
Except if specifically set forth otherwise in the specific Campaign an Influencer shall notice or inform the Company and / or Client prior to acceptance of Collaboration if the engagement for the creation of Content is intended for the purpose of marketing a product, which is similar to the product for which an Influencer has already done marketing in the past.
There are two options how an Influencer is engaged into Campaign:
Hereby the communication starts and in the event that the conflict of interest check is passed the parties may engage in negotiations with respect to the terms of the Collaboration. The Client provide the Influencer with Collaboration terms (e.g. number of posts, stories and payment) and guidelines for Content posting (examples of photos, suggested hashtags and description, etc.).
Negotiations prior to the conclusion of a contract shall not be binding and may be terminated by either of the parties whenever the party so desires. Nevertheless a party that has negotiated without the intent of concluding a contract shall be liable for any damage inflicted on the other party. A party that negotiated with the intent of concluding a contract but abandons the intent without justifiable grounds thus inflicting damage on the other party shall also be liable for such damage. If the parties otherwise fail to reach agreement the parties shall each bear their own costs for the preparations for concluding the contract, and shall bear the joint costs in equal parts.
Once the agreement is reached the Collaboration is created and a binding Agreement is formed between Client and Influencer to complete the Collaboration.
Influencer participating in a Collaboration is bound to perform the Services and provide the Content hereunder in accordance with the guidelines and creative, editorial, aesthetic and technical requirements, design features and other instructions and specifications provided in the Campaign or otherwise communicated by Company or the Client via direct message on Influee. If any other agreement is reached via other sources of communication (telephone, e-mail, Skype, Viber, in person etc.), such agreement cannot be considered in case of a dispute or in case of Influencer’s or Client’s objection about duly completion of Collaboration.
Each publication of Content must be publicly visible and available for at least 24 hours (or more if so set forth in the Collaboration).
Prior posting or communicating any Content online, an Influencer must contact the Client in case of any questions regarding compliance with applicable legislation or moral rights.
In any event the Content marketing material must be in compliance with all applicable laws, rules or regulations, and self-regulatory guidelines including without limitation, the Federal Trade Commission’s Guidelines on Endorsements and Testimonials available here and any valid legislation applicable to Influencer’s origin from time to time.
Influencer shall usually receive Content guidelines and sample photos or videos pursuant to Client’s wishes.
Influencer may be obliged to provide the Content for Client’s review and approval prior to publishing the Content. This is optional and may be agreed in the Collaboration.
If the content review and approval is required, the Influencer shall submit the Content via Influee App (special feature) for Client’s review and approval. If the Client approves the proposed Content, such approved Content may be posted by the Influencer on his or hers profile within the agreed deadline and for the agreed period of time. In the opposite case, i.e. if the Influencer posts Content without the priory agreed review and approval such Collaboration shall not be deemed as completed and Influencer is not eligible to receive any payment, unless the Client explicitly confirms such Collaboration.
If prior review and approval is not required, Content posted may be deemed as insufficient or inappropriate only in the event that the Content clearly violates the Content guidelines (according to Company’s sole discretion), or could negatively impact on the goodwill of Company or the Client, or could be deemed as discriminatory, harassing, insulting, offensive, intimidating, morally inappropriate, controversial or culturally unacceptable according to common sense or general public opinion.
In the event that Influencer does not comply with the above Influencer waives his or hers right to receive any payment and shall be compelled to immediately modify or remove such content upon the request of the Company or the Client. Influencer shall, upon request and within forty-eight (48) hours, provide evidence of the Content deletion / removal.
Once Influencer has an active Collaboration, but fails to perform the Services in full or as instructed under the Campaign, Influencer is not eligible to receive any payment. Notwithstanding the above, in the event of any dispute regarding the adequacy of the Content or the performed Services and the payment in correlation to this respect, the final decision of (non)payment for the performed Services shall be in the sole discretion of the Company. However, if the Client decides to approve partial performance of Services and instructs the Company that the Influencer may receive a proportional amount of the initially agreed payment, the Company will do so (e.g. the Influencer posts 2 out of 3 initially agreed stories, within the agreed timeframe and pursuant to the agreed Collaboration terms).
In the event of non-performance of Services, the Client and the Influencer shall each bear any other costs regarding the Collaboration, including but not limited to the risk of free product shipment.
If Influencer incorporates other individuals in connection with the Content, Influencer shall obtain their prior consent and will be solely responsible for sharing their personal data and thereby making it visible on Influencer’s profile.
Company and / or Client may request a provision of the copy of such consent, especially (but not limited to) in the event of individuals under the age of 15, and also considering the circumstances of the place and time where the Content was made (e.g. in the event that Content was taken in a public place, such consent would usually not be deemed as necessary if no other moral or privacy rights were violated).
Client is required to enable the Influencer to provide his Services in timely manner. This means that the Client needs to (including but not limited to):
In the opposite event and unless a special agreement is reached via Influee, the Collaboration among parties shall be deemed as failed, hence the Company shall return the advance payment to the Client (unless otherwise stipulated by the Client), however the Influencer may keep the free product without and publication of the Content.
Influencer shall provide the Services and complete and deliver the Content within due time, i.e. according to the deadlines set forth in the applicable Campaign, since the performance of Services in due time could be of vital importance under this Agreement.
If the performance of Services until a specific deadline is an essential component of the Campaign and the Influencer fails to perform the Services in due time Influencer irrevocably agrees that he or she is not eligible to receive any payment.
Nevertheless, the Company and / or the Client may retain the contract in force if after the deadline the Company and / or the Client notifies the Influencer that the performance of Services can be done within a suitable period, i.e. an extended deadline. In this event of delay of Services, the Company and / or the Client may reduce initially agreed payment, according to its sole discretion.
Influencer shall not perform the Services, or reference Influencer’s relationship with Company or Client, in connection with any political activities, social causes, or commercial activities, which have not been priory approved by Company or Client via e-mail or in writing.
Influencer shall not communicate to anyone, in writing or orally, anything critical of the Company or the Client, or of either of their respective businesses, (past or present) shareholders, members, directors, officers, employees, contractors or customers of the Company or the Client in connection with the Services. This Section does not prevent Influencer from exercising rights that by Law the Influencer cannot waive by contractual agreement or from disclosing information to the extent required by law or regulator.
In the event of breach of provisions in this section, Influencer shall be held accountable to pay a remuneration for any incurred damages and additionally a contractual penalty in the amount of 300 % of the Influencer’s income, thus far received on the basis of business relationship established with Client or Company.
Per each Collaboration, the Client shall pay an advance payment for the Influencer’s Services onto Company’s escrow account.
After the Client’s review of Influencer’s Content and the confirmation regarding the adequacy of the Content (i.e. the Services were performed under the terms, instructions, requests and within deadlines agreed with the Campaign) the Influencer will be able to request a payout.
Company cannot be held accountable if the Influencer does not perform the Services as requested; however, Company guarantees that such Influencer shall not receive any payment from the Company’s escrow account for inadequately performed Collaboration, or shall receive merely the commensurate reduction of such payment according to Client’s instructions or Company’s sole discretion.
Influencer is solely responsible to pay for all and any additional Influencer’s expenses and costs incurred during and for performing of the Services.
The Influencer is responsible to act in accordance with the valid legislation, rules and or any similar legislation that governs the Influencer marketing and financial or material remuneration disclosure and shall be solely responsible for any non-disclosure of such remuneration.
The Influencer must disclose the fact that Influencer had or will receive remuneration for creating and publishing the Content in an unambiguous and clear language. Usage of the “Paid partnership” tool is recommended if the influencer has access to that feature. It should be used in addition to, not instead of, disclosing in the caption. Or you could use the hashtags: #ad, #sponsored etc. For further instructions please refer to this document or similar document applicable to your legislation.
Influencer’s relationship with the Company is that of an independent contractor and nothing in this Agreement is intended to (or should be construed to) create a partnership, agency, joint venture, or employment relationship.
Influencer acknowledges and agrees that Influencer is ultimately responsible for filing, on a timely basis, all tax returns and payments or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items with respect to the performance of Services and receipt of Fees. Influencer is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing Services. No part of Influencer’s remuneration will be subject to withholding by the Company for the payment of any social security, federal, state or any other employee payroll taxes with respect to any employee, contractor, or other individual used by Influencer to perform the Services.
Company reserves all rights, titles and interest to the Services, Company’s Website, Influee App, Influee Dashboard and Company’s Intellectual Property, whether registered or not, except of the copyright of our Clients and third parties’ technologies. For the purposes of this Terms, “Intellectual Property Rights” means all patent rights, trade names, proprietary rights, copyright rights, titles, computer codes, audiovisual effects, themes, characters, character names, stories, dialog, settings, artwork, sound effects, musical works, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, under the laws of any state, country, territory or other jurisdiction.
Except as expressly provided in these Terms, nothing contained herein shall be construed as conferring any license or right to Influencer, by implication, estoppel or otherwise, under copyright or other intellectual property rights.
In connection with your use of our services you may provide us with your Feedback (suggestions, ideas, reviews, comments, material and questions or other information and/or material regarding the Services and our website). We will own exclusive rights, including all intellectual property rights, to any feedback, suggestions, ideas or other information or materials you provide to us, regarding our services, whether by email, posting through our services or otherwise. You waive any rights you may have to the Feedback (including any copyrights to the extend permitted by law) and we will be entitled to such Feedback for any purpose (including commercial use), without acknowledgment or compensation to you. Any Feedback you provide to us is non-confidential, non-proprietary and is not subject to a third party license and we have no liability for any loss or damage suffered by you as a result of the disclosure or use of such Feedback.
With using of Services Influencer explicitly agrees that any Content provided to Company may be used for further Company’s advertisement, marketing and reference of ‘good business cooperation’ with the Influencer. To increase the exposure and to promote the Company the Content may also be displayed on other websites, in applications, within emails, and in online and offline advertisements.
The Client stipulates that it shall not obtain or hold any intellectual property rights regarding Influencer’s Content, without Influencer’s prior approval. Any intellectual property rights and relations arising from the latter, shall be governed under Collaboration.
For the purpose of a specific Collaboration, the Client and the Influencer shall agree for each Collaboration individually, whether the posted Content shall be of:
In the event of FULL USAGE RIGHTS as a license over the Content the following Section applies: “Grant of full usage rights”.
Only if it is explicitly agreed between the Client and Influencer within the Collaboration, Influencer with his or hers collaboration in the Campaign irrevocably and perpetually grants the Client, in total and in whole, the non-exclusive, unrestricted, assignable, sub-licensable worldwide license as a right and permission to use, publish, reproduce, and create derivative works from the Content, in whole or in part, in still, single, multiple, moving or video format, or in any other media or format (now existing or existing in the future) for commercial and following purposes: posts on Client’s social media accounts, websites and mobile apps, ads on social media, digital ads or similar.
Regardless of the previous paragraph the grant of full usage rights shall not comprise any printed media, i.e. publications on billboards, magazines, newspapers, flyers, leaflets, brochures, clothes etc.
The Company hereby grants Influencer a limited, exclusive, non-transferable, non-assignable, royalty-free license to use the Content, and Client’s name, logo, and other trademarks, solely in connection with Influencer’s authorized and pre-approved provision of the Services according to an individual Collaboration, unless otherwise specifically set forth in the respective Collaboration.
Duration of such license shall be determined by the Client in the Collaboration; if not determined the license shall terminate upon the conclusion of the Collaboration.
Influencer acknowledges to not obtain or hold any right, title, or interest in or to any of Company or Client’s trademarks, service marks, trade names, or copyrights.
Influencer agrees and acknowledges to use the Services in accordance with these Terms and with applicable law and to not violate any law, contract, intellectual property, privacy or other third-party right or commit a tort and to be solely responsible for any conduct while providing the Services or using Company’s services.
Influencer shall comply with all applicable laws and regulations in connection with the performance of the Services, including the Federal Trade Commission’s Guides Concerning Use of Endorsements and Testimonials in Advertising, available here, or similar legislation, applicable from time to time.
Influencer shall not disclose the engagement details of the Collaboration without obtaining prior written approval of the Company and / or the Client.
Influencer shall ask the Client if they agree with using them as a reference in his further business endeavours.
Notwithstanding the above Influencer may disclose Influencer’s general association with the Company and / or the Client if such disclosure is obviously made in a favorable, positive and non-disparaging manner.
Influencer shall not disclose the substance of this Agreement or prior negotiation terms or any marketing plans, strategies, results or other information (“Confidential Information”) divulged to, or learned by, Influencer in connection with the Services or this Agreement without the Company’s prior written consent, unless and until such Confidential Information has generally become available to the public from sources other than Influencer.
The definition of “Confidential Information” also includes any other information for which it is clear that its disclosure to an unauthorised person could result in considerable damage for Company or its Client. Influencer is responsible for the disclosure of Confidential Information if they are aware or should be aware (but were not due to ordinary negligence) of such nature of information.
Upon termination of this Agreement, Influencer shall not discuss or make reference to the specific details of the termination and will limit any comments or statements as to the termination, if any, to the fact that the relationship ended and the effective date of the termination.
The Client also obliges to process any personal data of the Influencer with confidentiality and shall not disclose or share any personal data, provided that the Client has not obtained prior Influencer’s consent.
The obligation to protect personal data and Confidential Information as secrecy, shall be binding even after the termination of the Campaign or after the performance of the Services.
Company calculates an “Influee score” of an Influencer based upon metrics of engagement. Influee score is not a fixed calculation and is being updated on approximately weekly basis.
Influencer agrees that Company provides its Client with the Influee score and other information with regard to potential Influencer in order to alleviate the Client’s decision, which Influencer shall be suitable for collaboration on a Campaign.
Influencer shall be solely responsible for the posted Content and shall indemnify, hold harmless and defend the Company and / or Client from any claims arising out of the posted Content.
Influencer shall also defend, indemnify and hold harmless the Company’s shareholders, directors, employees, student workers, Clients (the “Covered Parties”), and assigns from and against any and all third party claims, suits, actions, damages, liabilities, judgments, assessments, interest charges, penalties, costs or expenses, including reasonable attorney’s fees and costs of lawsuit (collectively, “Liabilities”), arising out of:
If the Company seeks indemnification, Influencer shall give Company the right to participate in the settlement and / or defence as an intervener or litigation party at any such claim.
Influencer shall notify Company in writing or via e-mail of any (risks of) Liability within 8 working days. Influencer may not settle or dispose of any claim without Company’s prior written approval and shall be therefore solely responsible for Company’s incurred damages in the event of breach of such act or notification thereof.
Influencer releases and discharges the Covered Parties from any and all claims (except for payment of Fees) arising out of or related to your provision of the Services. Such excluded claims include any Company’s or Client’s liability for any accident, illness, injury, loss, or damage to personal property.
Company explicitly states and Influencer acknowledges and agrees that the Covered Parties assume no responsibility for any liability, damage, or injury that may be caused by Influencer’s negligent or intentional acts or omissions committed prior to, during, or after provision of the Services.
Company explicitly states and Influencer acknowledges and agrees that the Covered Parties assume no responsibility for any liability, damage, or injury caused by the intentional or negligent acts or omissions of others.
Influencer shall also be solely responsible for any claims, that may arise regarding the use of Influencer’s Content, name, likeness, and image including any claims of defamation, invasion of privacy, or infringement of moral rights, rights of publicity or copyright. Influencer therefore releases the Covered Parties from any claims.
Influencer represents and warrants that:
For the purpose of account security, Company reserves the right to request additional information at any time to support the verification of user identities.
This Agreement is effective immediately upon your consent with this Agreement, which is provided by signing up, i.e. clicking ‘next’ button and shall end on a date Influencer stops using the application or upon our termination of this Agreement.
Company reserves the right to terminate and / or suspend Influencer’s / Client’s access to the application, without giving prior written notice to the Influencer / Client.
Furthermore, Company reserves the right to delete all related information and files related to the use of our services / application, without liability to the Influencer or Client, at any time for any reason, including, but not limited to, if based on Company’s sole discretion it is to believe that the Influencer or Client has: (i) violated these Terms, (ii) created risk or possible legal exposure.
Influencer or Client cannot delete his or hers account if Collaboration is in progress.
In other events, the user’s account shall be deleted within 3 working days after Influencer’s or Client’s request for deletion is received by Company.
The rights and obligations which by their nature are intended to survive termination or expiration of this Agreement shall so survive. No obligation
Nothing in this Agreement shall constitute any obligation on the Company or the Client to use the Content or other rights provided in this Agreement.
Influencer may not subcontract or otherwise delegate Influencer’s obligations under this Agreement without the Company’s prior written consent, which consent will be in the Company’s sole discretion and without any obligation to weigh the effect of its decision on the interests of any person other than the Company itself.
Any notice required or permitted by this Agreement must be in writing and shall be delivered by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or such other address as either party may specify in writing.
This Agreement is governed by the laws of the registered seat of the Company.
Jurisdiction and venue for all disputes arising in connection with this Agreement shall be exclusively in the federal or state courts located in United States of America.
If any provision of this Agreement is held by a court of law to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.
The waiver by either party of a breach of any provision of this Agreement by the other party will not operate or be construed as a waiver of any other or subsequent breach by such other party. The failure of either party at any time or times to demand strict performance by the other of any of the terms, covenants or conditions in this Agreement will not be construed as a continuing waiver or relinquishment thereof and each may at any time demand strict and complete performance by the other of said terms, covenants and conditions.
Company reserves the right, at its sole discretion, to modify or replace the terms at any time. It is your sole responsibility to review these terms and eventual revision periodically. If at any time you find these terms unacceptable or if you do not agree to these terms, please stop using or do not use our website, application or services. You will be deemed to have accepted any and such changes by continuing to use our application / services / or access our website.
To the fullest extent permissible under applicable law, Company’s services are provided on an “as is,” and “as available” basis. You expressly waive and the Company expressly disclaims any and all express, implied or statutory warranties, including implied warranties of condition, uninterrupted use, merchantability, satisfactory quality, fitness for a particular purpose, noninfringement of third-party rights, and warranties (if any) arising from a course of dealing, usage, or trade practice.
Influee does not warrant that the service will be error-free or uninterrupted; that defects will be corrected in reasonable time. You acknowledge that your use of the service is at your sole risk. By accessing or using the service you represent and warrant that your activities are lawful in every jurisdiction where you access or use Company’s services.
Under no circumstances will Company (including Company’s officers, directors, employees, agents and suppliers) be liable to you for any loss or damages of any kind (including, without limitation, for any direct, indirect, economic, exemplary, special, punitive, incidental or consequential losses or damages) that are directly or indirectly related to: (a) your use or inability to use our service; (b) unauthorized access to your account (c) failure of performance (d) mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays and performance of the services (e) any errors or omissions in the service’s operation; or (h) any damage or technology including, without limitation, damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction.
In no event shall Company’s total liability to you for all damages, losses or causes or action exceed one hundred euros (100,00 eur).