EFFECTIVE DATE: MAY 8, 2020 (PREVIOUS VERSION)
These terms and conditions (the “Terms”), as may be amended from time to time, constitute an agreement between influencify (hereinafter referred to as “influencify”, “We”, “Us” or “Our”) and you. By accessing or using the influencify website, or by using influencify services through whichever platform (hereafter collectively referred to as the “Website” or “Service”), you acknowledge and agree to have read, understood and agreed to the Terms set out below (including the privacy statement detailed in the Privacy Policy).
THESE TERMS AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, DO NOT ACCESS OR USE influencify.
We may offer, from time to time, a special feature that has its own Terms that apply in addition to these Terms. In case of any doubt or conflict, the special new feature’s Terms will prevail.
ARBITRATION NOTICE: BY USING OUR SERVICE YOU AGREE THAT DISPUTES BETWEEN YOU AND influencify WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND THAT YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
SCOPE OF OUR SERVICE
influencify is a company registered under the laws of Poland, which keeps its accounts under the laws of Poland, but it performs global activities.
Through the Website, influencify provides an online platform through which business entities or private individuals (the “Brands”) can contract content creators/advertisement providers (the “Influencers”) (Brands and Influencers together shall be referred to as “Users” or “User” respectively) to advertise their services, products or events by way of posting a required content (the “Content”) onto the Influencer’s social media profiles operated by third party providers.
By accepting a booking for a Content (“Campaign”) through influencify, the Influencer enters a direct (legally binding) contractual relationship with the Brand which books the Influencer with regards to the relevant Content. We act solely as an intermediary between the Influencer and the Brand. influencify also serves as the limited authorized payment collection agent of the Influencers for the purpose of collecting and remitting, on behalf of the Influencers, payments from Brands.
GENERAL CONDITIONS
We reserve the right to change these Terms from time to time at our sole discretion. Unless the change is necessitated by legal or administrative reasons, we will provide notice before the updated terms become effective. You agree that we may notify you of the updated terms by posting them on the Website or by notifying you via email. Your use of the Service after the effective date of the updated terms constitutes your agreement to the updated terms. The updated terms will be effective as of the date of posting or at such later date as may be specified in the updated terms.
influencify reserves the right to modify, suspend, or terminate the Service, or your access to the Service, for any reason, without notice, at any time, and without liability to you.
THE SERVICE IS NOT FOR PERSONS UNDER THE AGE OF 13 OR FOR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICE BY influencify. IF YOU ARE UNDER 13 YEARS OF AGE, YOU MUST NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER. Furthermore, by using the Service, you affirm that either you are at least 18 years of age or have been authorized to use the Service by your parent or guardian who is at least 18 years of age. You represent and warrant that you have the legal capacity or necessary authorization to enter into and agree to these Terms in your jurisdiction.
You are exclusively liable and responsible (i) for your actions and (ii) for any information expressed in written, graphic, or other tangible, perceptible form, including without limitation information, data, files, text, or any other information, applications, links, images, graphics, drawings, music, sounds, audio clips, video images, video clips, photos, data, text, usernames, profiles, and also (iii) for any other content you create, send, upload, submit, post or display to your User Profile (see below), on or via the Website, or send, upload, submit, post or display in relation to the use of the Service (collectively “Content”).
The information that We disclose is based on the information provided to us by the Users. As such, the Users are given access to the Website through which the relevant User is fully responsible for updating all relevant data, availability and other information which is displayed on our Website. Although We will use reasonable skill and care in performing Our services, We will not verify if, and cannot guarantee that, all information is accurate, complete or correct. Each User remains responsible at all times for the accuracy, completeness and correctness of the (descriptive) information (including his or her rates and availability for booking) displayed on Our Website. Our Website does not constitute and should not be regarded as a recommendation or endorsement of the quality, service level, qualifications or (star) rating of any registered User.
Notwithstanding any exclusivity granted to Brands by Influencers during a Campaign and in relation to Content, All Users hereby grant to influencify a non-exclusive, transferable, sub-licensable, fully paid, royalty free, worldwide license to use the Content you create, subject to the Privacy Policy, available here.
There may be links from the Website to third-party web sites or features. Third-party content may also be included in the Service. This Third-party related content and these Third-party websites and features etc. are not controlled, maintained or endorsed by influencify. You expressly acknowledge and agree that influencify is in no way responsible or liable for any such third-party services or features.
Since all Content created in the framework of the Service is sponsored and paid content, all Influencers shall indicate this in their Posts by using the hashtag #paidpartnership or #ad, or by disclosing the paid nature of the Content to it’s followers in a manner which is understood by the viewers and which complies with any regulations or applicable laws. All damages and costs arising out of or in connection with the failure by any Influencer to meet this criterion shall be borne solely by the given Influencer.
influencify cannot be held responsible for any errors, any interruptions (whether due to any (temporary and/or partial) breakdown, repair, upgrade or maintenance of the Website or otherwise), or any inaccurate, misleading or untrue information or non-delivery of information.
You represent and warrant that you own the Content posted by you in relation to using the Service, or otherwise have the right to grant the rights and licenses set forth in these Terms.
You represent and warrant that the posting or use of your Content does not violate or infringe on the rights of any third party including, without limitation, copyrights, privacy rights, trademarks or other intellectual property rights.
You are solely responsible for your interaction with other Users of the Service. You agree that influencify is not responsible for the conduct and behavior of other Users. influencify reserves the right but has no obligation to take part in disputes between the Users of the Service.
You are responsible for any activity that occurs through your account and you are responsible for keeping your password secret and secure.
You are not allowed to re-sell, deep-link, use, copy, monitor (e.g. spider, scrape), display, download or reproduce any content or information, software, products or services available on our website for any commercial or competitive activity or purpose.
You shall not post Content that is violent or incites violence or contains graphic or gratuitous violence, nude, partially nude, discriminatory, unlawful, infringing, hateful, threatening, obscene, pornographic or sexually suggestive photos or other content that infringes or violates someone else’s rights or otherwise violates the law via the Website.
You will not insult, offend, abuse, harass, impersonate, intimidate, defame, bully, threaten or terrorize people or entities with or without legal personality.
You will not collect information from other Influencers or Brands unless you obtain their prior written consent and you must declare clearly that you – and not influencify – are collecting the information. You must also post a privacy policy statement describing exactly what kind of information you collect and how you will use it.
You will not use influencify for any unlawful, illegal, criminal, illegitimate or unauthorized purpose. You hereby undertake to comply with any and all legal regulations and laws applicable to your use of influencify.
You will not amend, change, modify, or adapt influencify, or amend, change or modify another website so as to imply that it is identical with, or similar to, influencify, or that it is in any ways associated with influencify.
You will not interfere or disrupt influencify or servers or networks connected to influencify, including by transmitting or uploading any worms, viruses, spyware, malware, malicious code or any other code of a destructive or disruptive nature. You will not inject content or code or otherwise alter or interfere with the way in which any influencify page is rendered or displayed in a User’s browser or on their device.
You will not collect other Users’ Content or information, or otherwise access influencify or create accounts with influencify, via unauthorized means, for example by using an automated device, script, bot, spider, robot, crawler or scraper, without our prior written authorization.
You will not try to limit in any ways other Users’ rights to access or use influencify and you will not try to aid or inspire anyone to violate the Terms or any other influencify terms or guidelines as updated from time to time.
We do not allow the promotion of products or services that cause damage, harm, or injury to other people or their property, including but not limited to the following:
Explosives
Guns and parts
Dangerous knives and other weapons
Recreational drugs & drug-related equipment
Tobacco products and related equipment
Illegal prescription medication
Products or services (“item” or “items”) related to copyright and trademark infringement VIOLATION OF THESE TERMS MAY, IN influencify’S SOLE DISCRETION, RESULT IN THE TERMINATION OF YOUR ACCOUNT. YOU UNDERSTAND AND AGREE THAT influencify CANNOT AND WILL NOT BE RESPONSIBLE FOR THE CONTENT POSTED ON OR VIA THE WEBSITE AND THAT YOU USE influencify AT YOUR OWN RISK AND OF YOUR OWN WILL. IF WE ARE MADE AWARE AND/OR BELIEVE THAT YOU VIOLATE THESE TERMS, OR OTHERWISE CREATE RISK OR POSSIBLE LEGAL EXPOSURE FOR influencify OR ANY THIRD PARTY, WE MAY REMOVE ANY CONTENT YOU POST, UPLOAD OR SUBMIT, OR WE RESERVE THE RIGHT TO STOP PROVIDING ALL OR PART OF THE SERVICES TO YOU.
ACCOUNT REGISTRATION AND FURTHER CORRESPONDENCE For Users to be able to use the Service, the influencify account registration process must be completed, and an account shall be established (“Account”) as described below.
Before you register as an Influencer or as a Brand or Talent Manager respectively, in order to visit the sites on the Website you will be required to sign in by logging into Our registration procedure by creating a username and a password (“Account ID”) with your valid email address or simply by using one of your third-party social networking sites (“SNS”) (options available on the Website, each such social media account, a “Third-Party Account”), via our Website, as described below.
For the Brand there is subscription packaged defined below and the Service can only be used by choosing one subscription package.
In order to gain full access to all features of the Website, and to complete your registration either as an Influencer or a Brand or Talent Manager, you must create a User profile (“User Profile”).
You represent that you are entitled to disclose your Third-Party Account login information to influencify and/or to grant influencify access to your Third-Party Account (including, but not limited to, for the purposes described herein), without causing a breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating influencify to pay any fees or making influencify subject to any usage limitations imposed by such third-party service providers. By granting influencify access to any Third-Party Accounts, you understand that influencify will access, make available and store (if applicable) specific content to the extent that you have elected it to be transferred from your Third-Party Account (“SNS Content”), and influencify can post, upload, publish, submit, transmit, or otherwise include what is available on and through your influencify User Profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Influencer Content for all the purposes of these Terms.
PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. influencify makes no effort to review any SNS Content for any purpose including, but not limited to, for accuracy, legality or non-infringement, and influencify is not responsible for any SNS Content.
Your influencify Account and your influencify User Profile page will be created for your use of the Website based upon the personal information you provide to us or that we obtain via an SNS as described above. You may have more than one (1) active influencify Account only if you elect to register as both Brand and Influencer. You are solely responsible for all use that you make of the Website and for all Content and Content created through Your Account. You shall ensure the security of Your Account ID and will notify influencify immediately if any Account ID is lost, stolen or otherwise compromised.
influencify can change at their discretion the usernames, the profile pictures or any other data on the profile of the Influencers if it is deemed necessary, false, offensive, impersonates another party of if such username, profile picture or data is subject to a registered trademark of any third party.
By accepting a booking, you, subject to our Privacy Policy, agree to receive (i) an email which we send you shortly after the confirmation of a booking, giving you information on the booking and providing you with a direct link to the relevant booking, and (ii) an email which we send to you promptly after the completion of the booked Content once the Brand has reviewed and accepted the completion of the Content. Other than the above, influencify will provide information via email correspondence to you about any significant changes affecting the nature or conditions of Our Service or the course of a relevant booking. Please note that this correspondence forms a fundamental part of Our Service. If you decide to opt out, you will not be able to use Our Service.
influencify at their entire discretion may verify accounts of the Influencers and Brands by giving them the “verified account” status which is visible on their profile. Users who are subject to a global legal relationship (ie part of an established network or established management agency) will be verified, and verification may unlock certain features which are only available to Verified users. influencify exclude its liability if the non-verified users want the tools and features that verified users have. Such verified tools and features may include but are not limited to access to greater analytics, the ability to run multi-platform campaigns, the ability to hide reviews, the ability to export profile reports, the ability to access perks (including free or discounted products or services) with brands made available to verified users by influencify which are also known as ‘PFR Perks’ or ‘influencify Perks’.
By accepting present Terms, you agree to be bound by YouTube’s Terms of Service available at https://www.youtube.com/t/terms.
SUBSCRIPTION PACKAGES
The Brand can only use the Service of influencify with a monthly subscription (“Subscription”), which can be selected by the Brand from the below opportunities during the registration procedure. Based on the chosen monthly subscription, the Brand should pay a defined monthly fee in consideration for using the Service of influencify.
In consideration for the use of the influencify online marketplace and Website, influencify charges the Brand for the service fee (“Service Fee”), which is charged excluding VAT.
influencify charges the Service Fee in excess of the Influencer Fee and separately remits the Influencer Fee to the Influencer as described in these Terms. Therefore, the Service Fee is not included in Influencer Fee. The Service Fee depends on the type of the monthly subscriptions.
Your Subscription will automatically renew at the end of the applicable subscription period, unless you suspend or close it before the end of the current subscription period. The suspend or close will take effect the day after the last day of the current subscription period. If you suspend your account, you can reactivate it later, and influencify will charge your credit card with the Subscription fee. If you close your account, you will not be able to use the Service of influencify. You acknowledge, that in case you miss the suspend or close of your Subscription, the influencify shall not refund the subscription fee. IF YOU DO NOT WANT YOUR SUBSCRIPTION FURTHERMORE AND THE MONHTLY CHARGE, YOU MUST SUSPEND OR CLOSE YOUR ACCOUNT.
influencify informs the Brand that there are special services which can be used in each subscription package. The Pricing Quote shall include the detailed conditions of that.
NON-CIRCUMVENTION
All Users shall honor the business and clients of influencify. In circumstances upon which Influencers and Brands are first introduced to each other by influencify, Influencers may not attempt to contact any Brand directly, or vice versa, in order to engage in any activity that might adversely affect influencify’s business, while Influencers and Brands shall not attempt to negotiate terms directly with each other, for a period of at least 60 (sixty) days following their initial contact.
Failure by any Users to meet the above criteria shall result in the Users in question having an obligation to pay a penalty and/or the temporary or permanent suspension or termination of access to the Service imposed upon them.
The amount of the penalty for Users for breach of the non-circumvention provisions shall amount to 50% of the campaign budget of the Brand concerned with the default. The Brand and the Influencer in breach shall be jointly and severally liable for such breach. influencify is entitled to set off its claim for a penalty against any outstanding and/or future claim of the Users.
If the Influencer sets the Influencer Fee as a PAY PER ENGAGEMENT Fee, then he or she has to give a unit price for the Influencer Fee according to the following: per (i) number of likes or retweets, (ii) number of comments or (iii) number of shares (together: “Performance Indicators”). In the case of a Success Fee, influencify will, after 72 hours from the time when the relevant Content has been placed, check the actual (i) number of likes or retweets; (ii) number of comments; or (iii) number of shares that the Influencer has achieved by that time, and will then use a simple multiple of the unit price and the number of the applicable Performance Indicators to calculate the actual sum of the payable Influencer Fee.
At the time of the confirmation of the booking We will block a Security Deposit (see the below Security Deposit policy) on the Brand’s payment card or bank account (see the below Security Deposit policy) and will release the blocked amount upon such Brand’s confirmation of the delivered Content, while simultaneously debiting the actual payable Success Fee to be remitted to the applicable Influencer (or releasing such pre-authorization subject to Our refund policy) as described in these Terms.
influencify will also collect a Security Deposit in case the Influencer Fee is set at a fixed rate at the time of the booking confirmation (i.e. when the Brand confirms the booking). influencify will release the corresponding Security Deposit and initiate the actual payout of the Influencer Fee to the Influencer within 3 business days (“Fast payment”) of when the Brand confirms the relevant Content (except to the extent that a refund is due to the Brand in line with Our Cancelation and Refund Policy). In the event of a Fast payment, influencify is entitled to deduct 4% as consideration for its immediate processing of payment. Additionally, the other payment method is when influencify releases the corresponding Security Deposit and initiates the actual payout of the Influencer Fee to the Influencer’s bank account within 30 calendar days (“Slow payment”) after the confirmation of the Brand. In the event of a Slow payment, influencify will not deduct any consideration in line with the actual payout of the Influencer Fee to the Influencer’s bank account, except with regards to the use of third-party payment processors, in which case influencify is entitled to keep 5%. The actual time it takes for the Influencer to receive payouts may depend upon the payout method chosen by the Influencer. All methods involve the use of third-party payment processors (e.g. PayPal, bank wire transfer by Currency Cloud, Payoneer) who may impose their own additional charges for the use of their services on the Influencer, including by deducting their charges from the payout amount. Payments of Content Fees collected from the Brands will be facilitated and paid out to Influencers by means of secure online payment through these third-party payment processors (all to the extent offered and supported by the Influencer’s bank and card issuer).
Each Influencer hereby appoints influencify as the Influencer’s limited payment collection agent, solely for the purpose of accepting the Influencer Fees from the Brands and to facilitate the payments to the account of the Influencer in accordance with these Terms.
Each Influencer agrees that any payment made by a Brand through influencify shall be considered the same as a payment made directly to the Influencer, and the Influencer will complete the Content for the Brand in the agreed-upon manner as if the Influencer has received the Influencer Fee directly. Each Influencer agrees that influencify may, in accordance with the Cancelation and Refund Policy defined below, permit the Brand to cancel the booking as specified in Our cancelation policy. By accepting the Terms, each Influencer understands that influencify collects and pays out payments to the Influencers as the Influencer’s limited payment collection agent and that influencify’s obligation to pay the Influencer is subject to and conditional upon successful collection of the associated payments from the Brands. influencify does not guarantee payments to Influencers for amounts that have not been successfully received by influencify from Brands.
An Influencer who is connected to a Talent Manager shall acknowledge that the Talent Manager can give the proportion according to which the income shall be divided between the Talent Manager and the Influencer.
The Influencer additionally acknowledges that it is an option to directly pay the Influencer Fee to the Talent Manager, and in that case the Talent Manager will pay directly to the Influencer.
The Influencer furthermore acknowledges that the payment option shall be chosen by the Talent Manager unilaterally.
C) FINANCIAL TERMS FOR BRANDS
The Influencers, not influencify, are solely responsible for honoring any confirmed bookings and delivering the booked Content in the required manner, time and place as Brands instruct them during the bookings. If you, as a Brand, choose to enter into a transaction by making a booking with an Influencer for specified Content, you agree and understand that you will enter into an agreement with the Influencer and you agree to accept the current Terms associated with such bookings. You acknowledge and agree that the Influencer, and not influencify, will be responsible for performing the obligations of any such booking, and that influencify is not a party to such booking, and that, with the exception of its payment obligations hereunder, influencify disclaims all liability arising from or related to the performance of any Content and its associated arrangements. You acknowledge and agree that, notwithstanding the fact that influencify is not a party to the agreement between you and the Influencer, influencify acts as the Influencer’s payment collection agent for the limited purpose of accepting payments from the Brand on behalf of the Influencer. Upon the Brand’s payment of the Influencer Fee through influencify, the Brand’s payment obligation to the Influencer for the Content Fees is extinguished, and influencify is responsible for remitting the Influencer Fees, in the manner described in these Terms. In the event that influencify does not remit any such amounts as described in these Terms, such Influencers will have recourse only against influencify.
The payable Influencer Fees and payment methods (fixed or success fee) will be displayed to the Brand before the Brand sends a booking request to an Influencer. The Influencer is required to either confirm or reject the booking request.
You as a Brand agree to pay for the Influencer Fee (subject to the below Cancelation and Refund Policy) for any booking requested in connection with Content required by the selected Influencer, if such requested booking is confirmed and delivered by the applicable Influencer. In order to establish a booking pending the applicable Influencer’s confirmation of your requested booking, you understand and agree that influencify, on behalf of the Influencer, reserves the right, in its sole discretion, to obtain a pre-authorization, via your payment card, for the Influencer Fee. Brands shall provide the details of their payment card or other payment details. influencify will verify: (i) the validity of the payment card and (ii) the availability of funds on the payment card related to the particular Influencer Fee to be confirmed electronically by the bank issuing the Brand’s credit or bank card by blocking a nominal value (1 US dollar or a similar sum in the currency in which you are transacting) and if the card issuer approves the transaction, the available line of credit or outstanding balance on a debit account will be reduced by this amount (this pre-authorization is then immediately lifted after successful validation).
In connection with your requested booking, you will be asked to provide customary billing information, such as name, billing address and credit or bank card information, either to influencify or its third-party payment processor(s). You agree to pay the Influencer Fee for any confirmed bookings made in connection with your influencify Account in accordance with these Terms. You hereby authorize the collection of such amounts through the charging of the provided payment card via a third-party online payment processor. You also authorize influencify to charge your payment card or bank account for security deposits, if applicable (see below). If you are directed to influencify’s third-party payment processor(s), you may be subject to terms and conditions governing the use of that third party’s service and that third party’s personal information collection practices. Please review such terms and conditions and privacy policy before using the services.
Once you, as a Brand, confirm booked Content as completed and delivered according to your instructions, you and the applicable Influencer will receive a confirmation email sent by Us summarizing the confirmed Content and notifying the respective Users about the pay-out of the collected Influencer Fee.
Security Deposits
influencify will apply a Security Deposit for processing bookings.
In the case of a Success Fee, the actual amount of the Security Deposit is defined as the simple multiple of (i) the unit price set by the Influencer for the relevant type of Performance Indicator and accepted by the Brand, and (ii) the average number per piece of Content of that Performance Indicator historically achieved by the Influencer on his or her respective social media profile(s). The amount of the Security Deposit will be blocked at the time the applicable Influencer confirms the booking and such pre-authorization will be released 24 hours after the time when the booked Content was placed, while simultaneously influencify will, in its capacity as the payment collection agent of the Influencer, charge the Brand for the amount of the payable Success Fee administering the Influencer fee due to the Influencer.
For the fixed rate Influencer Fee, the Security Deposit will be calculated as 100% of the actual Influencer Fee set by the Influencer. Similar to the Success Fee option defined above, the amount of the Security Deposit will be blocked at the time when the applicable Influencer confirms the booking. Such pre-authorization will be released as soon as the Brand confirms the performance of the booked Content while, simultaneously, influencify will, in its capacity as the payment collection agent of the Influencer, charge the Brand for the amount of the payable Influencer Fee administering the Influencer Fee due to the Influencer.
D) FINANCIAL TERMS FOR TALENT MANAGERS
For Talent Managers, the Service of influencify can only be used after registration. The Talent Managers can connect the influencers to their management account and, based upon the number of the connected influencers, the Talent Manager shall be obliged to pay a fee in consideration for using the Service of influencify as follows:
There is a trial (“Trial”) option for the BOUTIQUE package, which lasts for 7 days, in order to allow a potential customer to try the Services of influencify. For the Trial, we’ll require you to provide your payment details to start the Trial. By providing such details you agree that we may automatically begin charging you for the Subscription on the first day following the end of the Trial, on a recurring monthly basis or upon the basis of another interval that we disclose to you in advance. IF YOU DO NOT WANT THIS CHARGE, YOU MUST CLOSE OR SUSPEND YOUR ACCOUNT BEFORE THE END OF THE TRIAL.
ADDITIONAL CONDITIONS
By using the services of influencify, the Influencers must accept the present Terms and Conditions, however in case there are additional conditions for the Brand the Influencers shall be obliged to accept those too before accepting a Campaign. These additional conditions shall form a part of the contract concluded between the Brand and the Influencer.
influencify furthermore informs the Influencer that, in case these additional conditions are not accepted by the Influencer directly, but the Influencer fulfills the booking and makes the required Content, the Parties shall consider these additional conditions accepted and, in the event that these additional conditions are breached by the Influencer, the Influencer shall be responsible for said breach.
REGULATIONS FOR NETWORKS
influencify states that it has a right to modify the current Terms or to apply a different Terms of Services in relation to an Influencer who belongs to a network which is subject to a global legal relationship with influencify. In such a case, an additional Terms of Service shall apply.
The Networks shall send an invitation to the Influencer(s) that they represent or have a legal relationship with, and the influencer(s) will need to approve the invitation to allow the Networks to access their account. Once accepted, the Influencers account will be linked with the Networks account. Concurrently with the approving, the Influencer may be obliged to accept the additional Terms of Service, and without such acceptance the linking up procedure cannot succeed.
In any case, if the relationship between the Networks and the Influencer terminates, the Networks can un-link the account of the Influencer with its own account, and in that case the additional Terms of Service will no longer be applicable for the Influencer and the Influencer shall be obliged to accept the standard Terms of Services.
RIGHTS OF THE NETWORKS:
The Networks shall be entitled to
create campaigns in their own discretion according to the regulations applicable for the Brands; check and manage the campaigns of the Influencer(s) that they represent or have a legal relationship with;
control and oversee the campaigns of the Influencer(s) that they represent or have a legal relationship with;
allocate payment splits and handle all the payments of the Influencer(s) that they represent or have a legal relationship with;
represent the Influencer(s) that they represent or have a legal relationship with before third parties (including the influencify and the Brands);
communicate on behalf of the Influencer(s) that they represent or have a legal relationship with; impersonate the Influencer(s) that they represent or have a legal relationship with in their account;
Modify the profile settings and details of the Influencer(s) that they represent or have a legal relationship with.
FOREIGN CURRENCY
All the Influencers and Brands can choose their own currency for fees settlement during the registration procedure, so it is not necessary to settle an account in PLN.
The costs of any exchange rate loss shall be borne by the Influencers and Brands.
Influencers may prefer to display and receive an Influencer Fee in different currencies, which may require foreign currency conversions to accommodate these differing currency preferences.
Each foreign currency conversion is processed at a foreign currency conversion rate (the “Exchange Rate”, meaning a system-wide rate used by influencify for foreign currency conversion that is in effect at the time the foreign currency conversion is processed, and does not include any fee or mark-up; influencify establishes the Exchange Rate using data from one or more third parties, such as Open Exchange Rates – https://openexchangerates.org/). Brands and Influencers acknowledge that whichever currency the Influencer displays his or her Influencer Fee in, influencify will convert all payment transactions into PLN. Accordingly, influencify will convert the payable Influencer Fees into PLN at the prevailing Exchange Rate at the time of collecting the actual amount from the Brand, and will debit the Brand the amount denominated in PLN. The Commission will be calculated and converted likewise into PLN at the Exchange Rate prevailing at the time of the collection of the Influencer Fee.
Since every payout method selected by the Influencer involves certain third-party payment processors (such as PayPal), (i) influencify will send the applicable Influencer Fee (minus the actual Transaction Fee) to the processor in PLN, (ii) the Influencer will be able to view the Influencer Fee sent by influencify in PLN in his or her transaction history, and (iii) the processor will calculate the actual payout of the Influencer Fee to the Influencer by applying its own foreign currency conversion rate for PLN to the payout currency that the Influencer set as their Base Currency.
When a booked piece of Content is not delivered by the Influencer, and there has already been a foreign currency conversion when the booking was submitted which resulted in the Brand’s bank account or payment card being charged by influencify, a refund to the Brand will be processed at the same rate as applied to the earlier payment by the Brand.
When you as a Brand submit a booking request, you will be able to view the actual exchange rate used to calculate the Influencer Fee in PLN on Our site.
Please note that your payment company (for example, your credit or bank card issuer) will use a currency conversion rate for and may impose a currency conversion fee on your payment or payout, if your card or bank account is denominated in a currency that is different from PLN. Similarly, third-party payment processors may also use a currency conversion rate for or impose a currency conversion fee on your payment or payout. All of these currency conversion rates and fees are not controlled by or known to influencify.
CANCELATION OF BOOKING AND REFUND POLICY
If, as a Brand, you wish to cancel a confirmed booking made via the Website – due to a cause other than an Event of Default as defined below – you hereby agree that you shall pay all fees and costs that are due in accordance with these Terms.
Subject to the above paragraph, if, as a Brand, you wish to cancel a confirmed booking before the Content is completed by the Influencer, you shall immediately report your intention to Us in accordance with the current Terms. influencify will use its commercially reasonable efforts to address the Brand’s cancelation request by notifying the Influencer without delay. The Influencer, upon receiving the notification on cancelation, shall use its best endeavors not to complete the Content concerned by the cancelation. influencify will not be responsible for any damages related to the Influencer’s non-compliance with such a request, and disclaims any and all liability in this regard. Influencers will not be liable for making a piece of Content after a confirmed booking, as long as they comply with the Brand’s booking instructions and these Terms.
Non-compliance by the Influencer
The Brand shall not pay any fee and the Influencer does not become entitled to any consideration if the relevant Content is not delivered, or it is delivered but not according to the current terms and the specific instructions given by the Brand, and the Brand explicitly refuses to accept the Content.
Such Content is deemed as not being in compliance with the relevant influencify policy and as such does not need to be honored by the Brand, thus consequently the related pending payment of the Influencer Fee shall not be payable to the Influencer if the following conditions are not met (“Events of Default” or “Event of Default”):
the booked Content is delivered on time as set by the Brand during the booking and as indicated in the Brands’ profile page related to that booking;
the Content is made on the required social media platform(s) as set by the Brand during the booking and as indicated in the Brands’ profile page related to that booking;
Content is made in the form as required by the Brand during the booking and as indicated in the Brands’ profile page related to that booking. In this regard, pieces of Content are to be made using (i) only text; (ii) only video; (iii) only picture/photo; or a combination of (iv) text and video, or (v) text and picture/photo;
If the relevant mandatory field is filled in by the Brand during the booking set-up process for a specific piece of text that is required by the Brand to be included in the Content, then such text shall be displayed in the Content by the Influencer quoted word-for-word.
In case any Event of Default occurs, influencify excludes any and all liability towards the Brand affected by such Event of Default.
In case any Event of Default occurs, the Influencer shall pay a penalty to influencify amounting to the Commission Fee that would have been paid to influencify by the Brand for the respective Content. influencify has the right to set off its claim for a penalty against any outstanding and/or future claims of the Influencer.
The provision of incorrect bank, debit or credit card details or invalid credit/debit cards is at your own risk and account and you shall not be entitled to any compensation for any delay or error in payment processing due to incorrect, insufficient or invalid bank, debit or credit card details.
You acknowledge, that in case you subscribe for the standard package defined above, your credit card will be charged with the subscription fee in every month. If you do not want the monthly charge furthermore and your subscription, you must suspend or close your account, otherwise the influencify shall be entitled to charge your credit card until the day of suspend or close. You also acknowledge that the influencify shall not refund any subscription fee if you forget to suspend or close your account. Furthermore, the influencify exclude its liability for closing your account and from liability for damaged arisen from forgetting the suspend or close of your account.
TERMINATION AND ACCOUNT CANCELLATION, SUSPENSION
We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel your influencify Account and/or terminate your access to the Service or the Website temporarily or permanently. If we exercise our discretion under these Terms, or You cancel your Account at your sole discretion as defined below, any or all of the following can occur with or without prior notice or explanation to you: (i) your Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Website, your Account, your User Profile and Content, or receive assistance from influencify customer Service; (ii) any pending and confirmed bookings will be immediately terminated and you will not be able to make or accept future bookings; (iii) We may communicate to the applicable Brand and Influencer that a confirmed booking has been cancelled; and (iv) we may proceed with potential refunds in accordance with Our Cancelation and Refund Policies.
You may cancel or suspend your influencify Account at any time via the “Close Account” and the “Suspend Account” feature of the Website.
If you close your account with the “Close Account” feature, please note that your account will be deleted and no longer will be available.
If you only suspend your account with the “Suspend Account” feature, your account will not be deleted, it will only be suspended and when you consider to continue your account, your account will be available again, as well as if your have subscription, influencify will charge your credit card with the subscription fee again with the date of continuing without further notice.
Please note that if your Account is closed, we do not have an obligation to delete or return to you any Content you have posted to the Site including, but not limited to, any reviews and ratings.
TAX COLLECTION
An Influencer hereby agrees and acknowledges that he or she is always responsible to account for and pay to the relevant tax authorities the applicable taxes due on the total amount of the Influencer Fee due for his or her services. influencify is not liable or responsible for the remittance, collection, withholding or payment of the relevant taxes due on your service price to the competent tax authorities. influencify cannot and does not offer Tax-related advice to any registered Influencers or Brands, nor does it act as co-vendor or contractor with or for the Influencers.
Where applicable, or based upon a request from a Brand, influencify shall issue a valid VAT invoice for and on behalf of the applicable Influencer to such Brand which contains all applicable fees including the Commission payable to influencify and the Influencer Fee. influencify shall not invoice (or send an invoice to) Influencers for the Content, because influencify does not charge Influencers for the use of the Website other than the Transaction Fee.
Where applicable, or based upon a request from a Brand, influencify shall issue a statement on behalf of any Influencer that the given Influencer is responsible for paying the applicable taxes due on the Influencer Fee and the given Influencer shall comply with such payment obligation.
RATING, REVIEWS AND REFERENCE
The default setting of a rating related to a User on Our Website is designated by star(s) “*” (the “Rating”). Please note that Users can give a Rating to each other on a scale. The Rating scale includes a minimum of one and maximum of five stars, where the higher the number of stars, the higher the rating. Additionally, Users will have the option to provide detailed reviews (“Review”) about each other, with a strong emphasis on (i) the Brands’ reviews related to Influencers’ earlier completion of bookings and (ii) Influencers’ reviews about Brands initiating those bookings.
The Users’ review shall be (a) uploaded onto the relevant User Profile page on Our Website for the sole purpose of orienting and informing (future) Users of the opinion about the perceived quality of an Influencer’s or Brand’s performance in relation to particular bookings, and (b) (wholly or partly) used and placed by influencify at its sole discretion (e.g. for marketing, promotion or improvement of our service) on Our Website or such social media platforms, newsletters, special promotions, apps or other channels owned, hosted, used or controlled by influencify. We reserve the right to adjust, refuse or remove reviews at Our sole discretion. The review form should be regarded as a survey and does not include any (further commercial or non-) offers, invitations or incentives whatsoever.
Influencers will have the option to refer to the earlier completion of Content in their respective User Profile for the purpose of reference (“Reference”), except in the case when the Influencer confirms a booking initiated by a Brand specifically indicated as a secret booking (“Secret Campaign”). When, as a Brand you initiate a Secret Campaign, your User identification will not be revealed in the Reviews. Additionally, as an Influencer you hereby agree that you will not be able to refer to such Brand as a Reference after the completion of the relevant Content. Ratings will be available in line with the current Terms.
INTELLECTUAL PROPERTY RIGHTS
influencify is granted the exclusive license of all rights, titles and interest in and to all intellectual property rights (including the look and feel infrastructure, the copyrights) of the Website on which the Service is made available (including the User Reviews), the Content and information of and material on the Website, the brand influencify and the software required for the Service or available on or used by the Website. To the extent that you would (wholly or partly) use or combine our content (including User Reviews), or would otherwise own any intellectual property rights in the Website or any content, you hereby assign, transfer and pass over all such intellectual property rights to influencify. Any unlawful use or any of the aforementioned actions or behavior will constitute a material infringement of our intellectual property rights (including copyright and database right).
The Brands and Influencers shall be entitled to use good reviews from influencify in their own marketing activity and referring to the services of influencify.
DISCLAIMER
THE SERVICE IS PROVIDED ON AN “AS IS”AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER influencify NOR ITS OWNERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUBSIDIARIES, AFFILIATED COMPANIES, DISTRIBUTORS, LICENSEES, AGENTS, OR OTHERS INVOLVED IN CREATING, SPONSORING, PROMOTING, OR OTHERWISE MAKING AVAILABLE THE WEBSITE (COLLECTIVELY, “THE influencify RELATED PARTIES”) MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (i) THE WEBSITE; (ii) THE SERVICE; (iii) USER CONTENT; OR (iv) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO influencify OR VIA THE SERVICE; (v) THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED; (vi) THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED; (vii) THAT THE SERVICE OR THE SERVER MAKING AVAILABLE THE SERVICE IS FREE FROM VIRUSES OR OTHER HARMFUL EFFECTS. IN ADDITION, THE influencify RELATED PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
TO THE FULLEST EXTENT PERMISSIBLE BY LAW YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE influencify RELATED PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR JURISDICTION. BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.
THE influencify RELATED PARTIES DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY OTHER KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT.
BY UPLOADING PHOTOS/IMAGES ONTO OUR SYSTEM YOU CERTIFY, WARRANT AND AGREE THAT YOU OWN THE COPYRIGHT TO THE PHOTOS/IMAGES AND THAT YOU AGREE THAT influencify MAY USE THE UPLOADED PHOTOS/IMAGES ON ITS (MOBILE) WEBSITE AND APP, AND IN (ONLINE/OFFLINE) PROMOTIONAL MATERIALS AND PUBLICATIONS AND AS influencify AT ITS DISCRETION SEES FIT. BY UPLOADING THESE PHOTOS/IMAGES THE PERSON UPLOADING THE PICTURE(S) ACCEPTS FULL LEGAL AND MORAL RESPONSIBILITY FOR ANY AND ALL LEGAL CLAIMS THAT ARE MADE BY ANY THIRD PARTIES (INCLUDING, BUT NOT LIMITED TO, PROPERTY OWNERS) DUE TO influencify PUBLISHING AND USING THESE PHOTOS/IMAGES. influencify DOES NOT OWN OR ENDORSE THE PHOTOS/IMAGES THAT ARE UPLOADED. THE TRUTHFULNESS, VALIDITY AND RIGHT TO USE ALL PHOTOS/IMAGES IS ASSUMED BY THE PERSON WHO UPLOADED THE PHOTO, AND influencify DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR THE PICTURES POSTED.
IF YOU ARE AN INFLUENCER YOU ACKNOWLEDGE AND AGREE THAT YOU ALONE ARE RESPONSIBLE FOR ALL CONTENT YOU POST. ACCORDINGLY, YOU REPRESENT AND WARRANT THAT ANY CONTENT YOU POST OR UPLOAD TO YOUR USER PROFILE (I) WILL NOT BREACH ANY AGREEMENTS YOU HAVE ENTERED INTO WITH ANY THIRD PARTIES, SUCH AS THIRD-PARTY SOCIAL NETWORKING SITES (II) WILL (A) BE IN COMPLIANCE WITH ALL APPLICABLE LAWS, TAX REQUIREMENTS, AND RULES AND REGULATIONS THAT MAY APPLY TO CONTENT YOU POST, AND (B) NOT CONFLICT WITH THE RIGHTS OF THIRD PARTIES. PLEASE NOTE THAT influencify ASSUMES NO RESPONSIBILITY FOR AN INFLUENCER’S COMPLIANCE WITH ANY AGREEMENTS WITH OR DUTIES TO THIRD PARTIES, OR APPLICABLE LAWS, RULES AND REGULATIONS. influencify RESERVES THE RIGHT, AT ANY TIME AND WITHOUT PRIOR NOTICE, TO REMOVE OR DISABLE ACCESS TO ANY USER PROFILE AND REMOVE ANY CONTENT FOR ANY REASON, IN ITS SOLE DISCRETION, THAT IT CONSIDERS TO BE OBJECTIONABLE FOR ANY REASON, IN VIOLATION OF THESE TERMS OR OTHERWISE HARMFUL TO THE WEBSITE.
FURTHERMORE, IF YOU ARE AN INFLUENCER, YOU UNDERSTAND AND AGREE THAT influencify DOES NOT ACT AS AN INSURER OR AS YOUR CONTRACTING AGENT. IF A BRAND REQUESTS A BOOKING, ANY SERVICE (INCLUDING BOOKINGS FOR POSTS PLACED ON A SOCIAL MEDIA SITE) YOU AS AN INFLUENCER PROVIDE FOR THE BRAND IS BETWEEN YOU AND THE BRAND AND influencify IS NOT A PARTY TO IT.
LIMITATION OF LIABILITY
To the extent permitted by law, neither influencify nor any of the influencify related Parties shall be liable for (i) any direct, punitive, special, indirect or consequential loss or damages, any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, or loss of claim that are directly or indirectly related to (A) the service, (B) the User Content (C) the Website; (ii) any inaccuracy relating to the (descriptive) information (including rates, availability and ratings) of the Users as made available on our website; (iii) the booking accepted by and the pieces of Content or Content created by the Influencers; (iv) any (direct, indirect, consequential or punitive) damages, losses or costs suffered, incurred or paid by you, pursuant to, arising out of or in connection with the use, inability to use, delay in the operation of, or any malfunction to our Website or the Service, or any errors or omissions in the Service’s operation; (v) any (personal) injury, death, property damage, or other (direct, indirect, special, consequential or punitive) damages, losses or costs suffered, incurred or paid by you, whether due to (legal) acts, errors, breaches, (gross) negligence, willful misconduct, omissions, non-performance, misrepresentations, tort or strict liability by or (wholly or partly) attributable to the (A) Service (B) User Content (C) or any of our business partners (including any of their employees, directors, officers, agents, representatives or affiliated companies) whose products or service are (directly or indirectly) made available, offered or promoted on or through the website, including any (partial) cancelation, overbooking, force majeure or any other event beyond our control; (vi) any damage to any User’s computer, mobile device, or other equipment etc. In no event shall the influencify Related Parties total liability to you for all damages, losses or causes or actions exceed one hundred PLN (100 PLN).
INDEMNIFICATION
You hereby agree to indemnify, defend, and hold harmless influencify and all influencify Related Parties from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against either influencify itself or any influencify Related Parties arising from Your access to or use of the Service, Content or Website, and any breach by You of these Terms. influencify will provide You with notice of any such claim or allegation, and influencify will have the right to participate in the defense subject to indemnification by you.
TIME LIMITATION ON CLAIMS
You agree that, to the extent permissible by law, any claim you may have arising out of or in connection with your relationship with influencify, must be filed within one year after such claim arose. Following the one-year period, your claim becomes permanently barred.
GOVERNING LAW
For Users and to the extent permitted by law, these terms and the provision of Our Service shall be governed by and construed in accordance with Polish law and any dispute arising out of these general terms and conditions between the Brands and Influencers and our services shall be governed by the law applicable to the initiating party’s residence, however any dispute arising out of these general terms and conditions between influencify and Influencers/Brands shall be governed by the laws of Poland.
SEVERABILITY
If any provision of these Terms is or becomes invalid, unenforceable or non-binding, you shall remain bound by all other provisions herein. In such an event, such invalid provision shall nonetheless be enforced to the fullest extent permitted by the applicable law, and you will at least agree to accept a similar legal effect as the invalid, unenforceable or non-binding provision seeks to achieve, given the contents and purpose of these Terms.
CUSTOMER SERVICE AND THE HANDLING OF COMPLAINTS
Queries or requests for information or complaints in accordance with our services should be sent by emailing us, through the “Contact” section of the Website. For ease of resolution, Users are encouraged to bring their complaints within 30 calendar days of when a registered assignment is taken by the Provider.
In general, complaints will be dealt with as soon as is reasonably practicable, so that measures can be taken to resolve the problem and in order to limit the damage suffered by the reporting User. However, exceptions may be made depending on the circumstances.
CHANGES
Occasionally we may make changes to the Terms for valid reasons, such as improving the existing functions or features or adding new functions or features to the Services and for legal or regulatory reasons. When we make material changes to the Terms, we’ll provide you with a notice as appropriate under the circumstances, e.g., by displaying a prominent notice or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Services after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully. If you do not wish to continue using the Services under the new version, you may terminate your account by contacting us or by closing your account.
