SP SOCIAL LIMITED
TERMS AND CONDITIONS
SP SOCIAL LIMITED
TERMS AND CONDITIONS
THIS DOCUMENT SETS OUT THE TERMS AND CONDITIONS ("TERMS") ON WHICH YOU ("YOU "YOUR", OR "USER") MAY USE THE SP SOCIAL WEBSITE WWW.SWEETPSOCIAL.COM ("SITE"), WHICH PERMITS USERS TO CONNECT WITH Content Creators AND BRANDS THROUGH THE SITE. PLEASE READ THESE TERMS CAREFULLY BEFORE COMMITTING TO USE THE SITE. BY REGISTERING ON THE SITE, YOU ACKNOWLEDGE THAT YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU WILL NOT BE ABLE TO REGISTER OR USE THE SITE.
IF YOU ARE USING THE SITE ON BEHALF OF YOUR EMPLOYER OR ACTING AS AN EMPLOYEE, YOU WARRANT THAT YOU ARE AUTHORISED TO ENTER INTO LEGALLY BINDING CONTRACTS ON BEHALF OF YOUR EMPLOYER. THE SAME RIGHTS, LIMITATIONS AND RESTRICTIONS APPLY TO YOUR EMPLOYER. YOU AGREE THAT THESE TERMS ARE ENFORCEABLE AS IF THEY WERE A WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOUR EMPLOYER.
YOU ARE ADVISED TO PRINT AND RETAIN A COPY OF THESE TERMS FOR YOUR FUTURE REFERENCE. THESE TERMS MAY BE SUBJECT TO CHANGE FROM TIME TO TIME, AND ACCORDINGLY YOU ARE ADVISED TO REFER BACK TO THESE TERMS BEFORE REGISTERING ON THE SITE. SECTION A CONTAINS GENERAL PROVISIONS WHICH APPLY TO ALL USERS OF THE SITE. IN ADDITION TO SECTION A, THE PROVISIONS OF SECTION B WILL APPLY TO YOU IF YOU USE THE SITE AS AN "Content Creator" AND/OR THE PROVISIONS OF SECTION C WILL APPLY TO YOU IF YOU USE THE SITE AS A "BRAND."
SECTION A: General Provisions
1. INFORMATION ABOUT SP SOCIAL AND THE SITE
- The Site is owned and managed, operated and maintained by SP Social Ltd ("us", "we", "our"), a company registered in England and Wales with company registration number 09953039, and having its registered address at 2nd Floor, 109 Uxbridge Road, London, W5 5TL.
- The Site is a social media marketplace where social media content creators ("Content Creator") and brands ("Brand") can find and collaborate with each other for the purpose of promoting a Brand’s goods and/or services ("Products").
- You can access the Site either as a visitor ("Visitor") or by registering with the Website and becoming an Content Creator or a Brand (collectively referred to as "Users"). As a Visitor, you will have limited access to the Site and many of the features and functionality will not be available to you.
- Content Creators and Brands can enter into collaborations involving the Content Creator promoting and advertising a Brand’s Product in consideration for payment of an agreed fee ("Collaboration"). Users may also create profiles ("Profiles"), communicate with each other and use such other functionality available on the Site from time to time.
- We are entitled at our own discretion to suspend the Site for any reason whatsoever, including but not limited to repairs, planned maintenance or upgrades and shall not be liable to you for any losses, damages, costs or expenses arising from or in connection with any suspension or unavailability of the Site, including but not limited to preventing you from using the Site.
- We reserve the right to make any changes to the Site including any functionalities and content therein or to discontinue any aspect of the same without notice to you.
- We rely on third party providers (such as network providers, data centres and telecommunication providers) to make the Site and the content therein available to you. Whilst we take all reasonable steps available to us to provide you with a good level of service, you acknowledge and agree that we do not warrant that the Site shall be uninterrupted or fault-free at all times. We therefore shall not be liable in any way for any losses you may suffer as a result of delays or failures of the Site as a result of our service providers.
- We may be contacted at 2nd Floor, 109 Uxbridge Road, London, W5 5TL or by email at firstname.lastname@example.org.
2. PRELIMINARY INFORMATION
- By registering your details with us as a User, you warrant that:
- 1.1. you are legally capable of entering into binding contracts;
- 1.2. where you are an individual, you are at least 18 years old; and
- 1.3. you are not in any way prohibited by the applicable law in the jurisdiction which you are currently located to enter into these Terms for the use of the Site.
- In order to become a User, you will need to complete the online registration form and set up an account ("Account"). As part of the registration process, you must choose whether you will be a Brand or an Content Creator. We reserve the right to change your selected designation where we believe, acting reasonably, that such selection is not consistent with your activity on the Site.
- By registering your details and setting up an Account you consent to us conducting verification and security procedures in respect of the information provided by you online.
- You hereby warrant that the information provided by you to us is true, accurate and correct. You further warrant that you shall promptly notify us in the event of any changes to such information.
- Upon the completion and submission of the online registration form on the Site, you shall be sent a verification email ("Verification Email") to the email address you provided on the registration form. This Verification Email will contain details of how to activate your Account. Your Account will not be accessible until you have accepted our Terms.
- You shall keep your registration details for the Site ("Login Details") confidential and secure. Without prejudice to any other rights and remedies available to you, we reserve the right to promptly disable your Login Details and suspend your access to the Site in the event that we have any reason to believe you have breached any of the provisions set out herein.
- Notwithstanding the foregoing, we reserves the right to:
- 6.1. accept or reject your application to register for any reason; and
- 6.2. suspend your Account and/or refuse you access to the Site (partly or wholly) if you breach any of the provisions hereunder.
4. FORMATION OF CONTRACT BETWEEN US
- Your contract ("Contract") with us shall commence:
- 1.1. where you are a Visitor, upon your visit to the Site; or
- 1.2. as a User, at such time as you activate your registration through the link provided in your Verification Email.
- Notwithstanding the foregoing, we reserve the right to:
- 2.1. accept or reject your application to register for any reason; and
- 2.2. refuse you access to the Site if you breach any of the provisions hereunder.
3.Unless otherwise expressly set out to the contrary herein, your Contract with us shall remain in force:
- 3.1.where you are a Visitor, for the duration of your visit to the Site; or
- 3.2.where you are a User, until your Contract is terminated or expires.
5. USER OBLIGATIONS
- You agree that you are solely responsible and liable for all activities carried out by your use of the Site.
You shall not submit to appear on the Site any information, reviews, comments, images, third party URL links or other material whatsoever in any format (User Submissions"), whether within your personal Profile or elsewhere on the Site that, in our reasonable opinion, may be deemed to be offensive, illegal, inappropriate or that in any way:
- 2.1.promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
- 2.2.harass or advocate harassment of another person;
- 2.3.displays pornographic or sexually explicit material;
- 2.4.promotes any conduct that is abusive, threatening, obscene, defamatory or libellous;
- 2.5.promotes any illegal activities;
- 2.6.provides instructional information about illegal activities, including violating someone else's privacy or providing or creating computer viruses;
- 2.7.promotes or contain information that you know or believe to be inaccurate, false or misleading;
- 2.8.engages in or promote commercial activities and/or sales, including but not limited to contests, sweepstakes, barter, advertising and pyramid schemes, without our prior written consent; or
- 2.9.infringes any rights (including any intellectual property rights) of any third party.
- You hereby grant to us a non-exclusive, perpetual, non-terminable, transferable, sub-licensable and royalty-free licence use the User Submissions for the purpose of making them available to other Users of the Site, including to copy, publish, display, distribute, sub-licence, host and retain for archiving purposes.
- You acknowledge that making a User Submission does not guarantee that such User Submission, or any part thereof, shall appear on the Site. You agree that we may, on receiving any notice in accordance with clause 5.5, choose to continue to display or remove any User Submission or any part of the same that you make on the Site.
- If you feel that any User Submission made by another User is objectionable, please contact us using the contact details set out on the Site. We shall use our reasonable endeavours to review the relevant User Submission as soon as is practicable and shall take such action as we deem necessary, if any at all.
- You warrant and represent that you own or are licensed to use any and all patents, trade marks (whether registrable or non-registrable), designs, rights in database, rights in software (including without limitation the source and object code), copyright and all proprietary rights ("Intellectual Property Rights") in all User Submissions that you make to the Site.
- You further agree that at all times, you shall:
- 7.1. not use your Login Details with the intent of impersonating another person;
- 7.2. not allow any other person to use your Login Details;
- 7.3. not use the information presented on the Site or provided to you by us for any commercial purposes;
- 7.4. not do anything likely to impair, interfere with or damage or cause harm or distress to any persons using the Site or in respect of the network;
- 7.5. not infringe any rights of any third parties;
- 7.6. contact us at email@example.com immediately if you consider any User Submission posted by another User to breach any of the Terms herein;
- 7.7. comply with all instructions and policies from us from time to time in respect of the use of the Site;
- 7.8. co-operate with any reasonable security or other checks or requests for information made by us from time to time; and
- 7.9. use the information made available to you on the Site at your own risk.
- In the event that you have a dispute with any other User of the Site, you hereby release us from any claims, demands and damages (whether actual or consequential) of any kind and nature, known and unknown, arising out of or in connection with such dispute.
6. COLLABORATION OFFERS
- As either an Content Creator or a Brand, you may offer pre-set Collaborations e.g. set price for photos ("Fixed Offers") or custom made Collaborations e.g. travel or attendance at special events ("Custom Offers") on your Profile page of the Site.
- In order to create Fixed Offers and/or Custom Offers, you will be required to list details of the Collaboration, including, but not limited to, the media format, social media placements and the applicable amount payable by the Brand to the Content Creator ("Fee") forming part of the Fixed Offer and/or Custom Offer. Your Fixed Offers and/or Custom Offers will be made publicly available via the Site and Brands (if you are an Content Creator) and Content Creators (where you are a Brand) will be able to request such Fixed Offers and/or Custom Offers via the Site based upon the information provided. You understand and agree that once the applicable User requests a Fixed Offer and/or Custom Offer, you may not request the User to pay a higher price than in the Fixed Offer and/or Custom Offer requested.
- You acknowledge and agree that you are responsible for any Fixed Offers and/or Custom Offers you post. Accordingly, you represent and warrant that any Fixed Offers and/or Custom Offers you post (i) will not breach any agreements you have entered into with any third parties, such as other Users, and (ii) will be in compliance with all applicable laws. We are not responsible for your compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. We reserve the right, at any time and without prior notice to you, to remove any Fixed Offers and/or Custom Offers for any reason, including any we deem objectionable for any reason, in violation of these Terms or otherwise harmful to the Site.
- Where Fixed Offers and/or Custom Offers are not suitable to the applicable User’s requirements and where permitted by the Site, Users may also propose bespoke Collaborations to you from time to time ("Bespoke Offers").
- If you receive a Fixed Offer, Custom Offer or Bespoke Offer, (together the "Collaboration Offer"), you will be required to either accept or reject the Collaboration Offer via your Profile page on the Site, where you will be able to review details of the Collaboration Offer. Prior to accepting a Collaboration Offer, you are responsible for ensuring you are satisfied with the relevant terms of the Collaboration, including but not limited to:
- 5.1. the Fee payable;
- 5.2. the delivery and returning of the Product to the Brand (where applicable); and
- 5.3. the date by which the Collaboration must be completed ("Completion Date").
- If you do not accept a Collaboration Offer within three (3) business days (i.e. Monday to Friday, excluding UK bank or public holidays) or decide to reject a Collaboration Offer, any amounts collected by us for the requested Collaboration Offer will be refunded to the applicable Brand. When you accept a Collaboration Offer by clicking "accept Collaboration", we will send you an email, text message or message via the Site confirming such acceptance, depending on the selections you make via the Site ("Accepted Collaboration"), whereupon you will be transferred to the "chat" section of the Site specific to the Accepted Collaboration to finalise details of the Accepted Collaboration.
- You acknowledge and agree that with any Accepted Collaboration, you will enter into a contract directly with the other User for the promotion and marketing of the applicable Product. We are not a party to that contract and you will be separately responsible and liable under the terms of that contract. We are not responsible for your performance under such a contract and we make no guarantee that the obligations of any party under the contract will be fulfilled. By choosing to enter into a Collaboration with a User, you agree and understand that you will be required to enter into an agreement with the User and you agree to accept any terms, conditions, rules and restrictions associated with such Collaboration agreed with the User. You acknowledge and agree that you, and not us, will be responsible for performing the obligations of any such agreements, that we are not a party to the contract, and that we exclude all liability arising from or related to any such agreements.
7. INTERACTIONS WITH OTHER USERS
- The Site is designed solely to connect you with Users and permit Users to enquire about and/or request Collaborations. Collaborations with Users shall be subject to the terms and conditions agreed between you and the User directly, and we are not a party to such contract.
- You acknowledge and agree that we only provide you with the Site. You understand that we are not involved or a participant, in any way, in respect of any contact, meetings (face-to-face or otherwise), negotiations, transactions or contracts between Content Creators and Brands. Consequently, you acknowledge and agree that we shall not be liable in any way and for any reason whatsoever in respect of your relationship with other Users. We recommend that you take all reasonable care when arranging any meeting or otherwise with any other User.
- You acknowledge that we do not have any control of and therefore cannot reasonably accept any liability in respect of the behaviour, response or actions of any Users. We are not able to vet, verify the accuracy, correctness and completeness, monitor, edit or modify any Profiles. Consequently, all such User information and content available on the Site is provided to you "as is" and you agree that any use made of such content shall be strictly at your own risk. We recommend that you do not rely solely on such information in making or refraining from making a decision or to embark on a specific course of action.
- We do not guarantee or warrant that you will receive enquiries, responses or otherwise generate business as a result of the Site, or achieve any result whatsoever through your use of the Site.
- You acknowledge and agree that you are solely responsible for all communication with, and any subsequent dealings with, other Users.
- If you have a complaint to make about another User, you may e-mail us using the contact details available on the Contact Us page on our Website. Please provide full details of the nature of your complaint and the materials to which the complaint relates. We will use our reasonable endeavours to investigate and respond to your complaint within a reasonable time, including contacting the other User against whom you have lodged the complaint and notifying you of any response. We shall use reasonable endeavours to propose solutions and resolve your complaint. Any resolution proposed by us is made at our discretion, but we cannot guarantee that our proposal will resolve your dispute.
- You acknowledge and agree that we shall not be liable to you for any loss or damage suffered by you as a result of your dealings with other Users, whether through or outside the Website. We shall not be liable for any losses, damages or costs incurred by you in relation to any act or omissions of other Users, or any dispute that arises between you and another User.
8. EXCLUSION OF WARRANTIES AND OUR LIMITATION OF LIABILITY
- Subject to clause 8.5 and 8.6, if we fail to comply with these Terms, we shall be entitled to be given a reasonable opportunity to rectify any errors and to re-perform our obligations hereunder. If our failure to comply with our obligations is not remedied as in this clause 8.1, then our maximum aggregate liability howsoever arising (whether in contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited to the amount of five hundred pounds sterling (£500.00).
- Further, you acknowledge and agree that where the Site includes views, opinions, advice or recommendations, such views, opinions, advice and recommendations are not endorsed by us and to the maximum extent permitted by law, we exclude all liability for the accuracy, defamatory nature, completeness, timeliness, suitability or otherwise of such views, opinions, advice or recommendations.
- Whilst we endeavour to ensure Content Creators and Brands positively contribute to the Site, we make no warranties and assume no responsibility for verifying the credentials, standards or reputation of any Content Creator or Brand, or any information that may be listed with respect to any Content Creator or Brand. You acknowledge and agree that it is your entire responsibility to carry out whatever enquiries you deem necessary to verify whether or not to engage with a User and/or that any information provided and/or communicated to you by a User is true, accurate, complete and up-to-date.
- We do not verify and does not have any control in respect of any User Submission, or other information made available to you through your use of the Site. Consequently, we do not warrant or guarantee the accuracy, correctness, reliability, suitability or at all in respect of any User Submission or any other information made available to you through your use of the Site.
- Subject to clause 8.6, we shall not be liable for losses that result from our failure to comply with these Terms that fall into the following categories:
- 5.1. consequential, indirect or special losses;
- 5.2. loss of profits, income or revenue;
- 5.3. loss of savings or anticipated savings, interest or production;
- 5.4. loss of business or business benefits;
- 5.5. loss of contracts;
- 5.6. loss of opportunity or expectations;
- 5.7. loss of goodwill and/or reputation;
- 5.8. loss of marketing and/or public relations time and/or opportunities;
- 5.9. loss of data; or
- 5.10. loss of management or office time, or any other losses howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
- Nothing in these Terms excludes or limits our liability for:
- 6.1. death or personal injury caused by its negligence; and
- 6.2. fraud or fraudulent misrepresentation.
- Save as otherwise expressly set out herein, we expressly exclude, to the fullest extent permissible by law, all warranties, representations, guarantees, conditions and terms, other than those expressly set out in these Terms, whether express or implied by statute, common law, trade usage or otherwise and whether written or oral.
9. INTELLECTUAL PROPERTY RIGHTS
- We and/or our licensors own all the intellectual property rights relating to the Site.
- You are expressly prohibited from:
- 2.1.reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the Site; and
- 2.2.removing, modifying, altering or using any registered or unregistered marks/logos/designs owned by us or our licensors, and doing anything which may be seen to take unfair advantage of our reputation and goodwill or could be considered an infringement of any of the rights in the Intellectual Property Rights owned by and/or licensed to us.
- You hereby indemnify and shall keep us indemnified against all losses, liabilities, costs and expenses (including without limitation legal costs) suffered or incurred by us arising from or in connection with any infringement of any third party intellectual property rights arising out of or in connection with our use and/or possession of your User Submissions.
10. PRIVACY AND DATA PROTECTION
11. FORCE MAJEURE
- We shall not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside of our reasonable control ("Force Majeure Event").
A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
- 2.1. strikes, lock-outs or other industrial action;
- 2.2. civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
- 2.3. fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
- 2.4. impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
- 2.5. impossibility of the use of public or private telecommunications networks; and
- 2.6. the acts, decrees, legislation, regulations or restrictions of any government.
- Our performance under these Terms is deemed to be suspended for the period that the Force Majeure Event continues, and we shall have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms may be performed despite the Force Majeure Event.
12. COMPLAINTS AND TERMINATIONM
- If you wish to lodge a complaint about another User for breaching any of these Terms, you may do so by clicking on "Report Abuse" on the Site or send us details of your complaint by using the "Contact Us" form available on the Site. We will use our reasonable endeavours to respond to your complaints within a reasonable time and to take reasonable action which it deems appropriate to resolve or rectify the subject matter of such complaints.
- We may terminate your Contract and deny you access to the Site at any time and for any reason by providing no less than seven (7) days notice to you, whereupon your Profile shall be deleted as soon as reasonably practicable thereafter.
- You may terminate your registration as a User at any time, for any reason, effective upon deletion of your Account or on receipt by us of your email notice of termination, sent to our email address detailed in these Terms.
- We may suspend or terminate your use of the Site immediately and without notice to you if::
- 4.1.any of our third party communication network providers cease to make their services available to us for any reason;
- 4.2.we believe you or someone using your Login Details has failed to comply with one or more of these Terms;
- 4.3.we believe there has been fraudulent use, misuse or abuse of the Site;
- 4.4.we believe you have provided any false, inaccurate or misleading information.
- On termination, your access to the Site shall cease and we may delete your Account.
- If we fail at any time to insist upon strict performance of its obligations under these Terms, or if it fails to exercise any of the rights or remedies to which it is entitled under these Terms, this will not constitute a waiver of any such rights or remedies and shall not relieve you from compliance with such obligations.
- A waiver by us of any default shall not constitute a waiver of any subsequent default.
- No waiver by us of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
- For the avoidance of doubt, references to ‘writing’ shall be deemed to include email.
- We reserve the right to use third party suppliers or sub-contractors at any time and in any way in respect of the performance of its obligations under these Terms.
- If any of these Terms is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
- These Terms and any document expressly referred to in them represent the entire agreement between you and us in respect of your use of the Site, and shall supersede any prior agreement, understanding or arrangement between you and us, whether oral or in writing.
- You acknowledge that in entering into these Terms, you have not relied on any representation, undertaking or promise given by or implied from anything said or written whether on the Site, the internet or in negotiation between you and us except as expressly set out in these Terms.
- We may alter or amend our Terms by giving you reasonable notice. By continuing to use the Site after expiry of the notice period, or accepting the amended Terms (as we may decide at our sole discretion), you will be deemed to have accepted any amendment to these Terms. If, on receipt of such notice, you wish to terminate your access to the Site, you may do so by giving us not less than 7 (seven) day's written notice, (which may be by e-mail), such termination to take effect on the date upon which the amended Terms would otherwise have come into effect.
- These Terms are governed by and construed in accordance with English law. The Courts of England and Wales shall have exclusive jurisdiction over any disputes arising out of these Terms.
SECTION B: Content Creator TERMS AND CONDITIONS
If you are an Content Creator and wish to use the Site, you may do so in accordance with the terms of Section A and this Section B.
- Upon registration as an Content Creator, and in consideration of your compliance with these Terms, we will provide you with the Content Creator services as described on the Site and in this section B.
15. USE OF THE SITE
- As an Content Creator, you may:
- 1.1. create and customise your Profile page by adding information about your social media presence, Collaborations and preferences;
- 1.2. offer Fixed Offers and Custom Offers or propose Bespoke Offers to Brands;
- 1.3. search for Brands who have registered with the Site and request a Brand’s own Fixed Offers and/or Custom Offers made available through their Profile;
- 1.4. communicate with other Content Creators and Brands using the Site;
- 1.5. access other features and functionality for the Site provided by us to you from time to time.
16. ADDITIONAL OBLIGATIONS AS AN Content Creator
- You must at all times use the Site in accordance with these Terms. In particular, all content and material uploaded to or forming part of your Profile must comply with the rules relating to User Submissions set out in Section A of these Terms.
- When responding to any Brand’s Collaboration Offer, you are responsible for:
- 2.1. ascertaining the identity of the Brand;
- 2.2. verifying the Fee for the Collaboration;
- 2.3. ensuring you have sufficient information relating to the Product and the applicable instructions and information relating to the Collaboration for the applicable Product.
- In using the Site, you must:
- 3.1. not provide information (including in your Profile) which you know to be inaccurate, false, incomplete, untrue or is or may be deemed to be a misrepresentation of the facts;
- 3.2. immediately notify us in the event you have any reason to believe or suspect that a User has breached any of the terms under Section A or that any User’s Profile is not genuine, or is false, inaccurate and/or incomplete.
By choosing to be an Content Creator and to advertise your Fixed Offers and Custom Offers to Brands through the Site, further to the general obligations on you as a User under section A of these Terms, you agree that all information submitted by you in your Profile and any other information provided or comments made to Users through the Site, must:
- 4.1. be accurate, correct and up-to-date;
- 4.2. not breach any applicable statutory or regulatory requirement;
- 4.3. not be misleading or deceptive; and
- 4.4. not be obscene, defamatory or be in our reasonable view deemed to be offensive and/or inappropriate.
- In using the Site you must:
- 5.1. at all times keep all information including without limitation, communication and correspondences between you and other Users, and all information relating to a Collaboration secure and confidential;
- 5.2. immediately notify us in the event you have any reason to believe or suspect that another User has breached any of its Terms.
17.FEES AND PAYMENTS
- As an Content Creator, you hereby appoint us as your limited payment collection agent solely for the purpose of accepting the Fee from Brands.
- You agree that payment made by a Brand via our payment processor shall be considered as a payment made directly to you and you will perform the Collaboration as agreed as if you had received the applicable Fee. You acknowledge and agree that we accept payments from Brands as your agent and that our obligation to pay you the Fee is subject to receipt of the Fee from the Brand and clause 17.4. We do not guarantee payments to you for a Fee that have not been received by us from Brands. In accepting appointment as your limited payment collection agent, we assume no liability for any acts or omissions of the Brand.
- For Fixed Offers and/or Custom Offers, we will collect the Fee at the time of Accepted Collaboration (i.e. when you confirm to the Brand that the Confirmation Offer is accepted). In the case of Bespoke Offers, your acceptance will trigger a payment request to the Brand, which is subject to the Brand’s acceptance.
- We will initiate payment of the Fee (less our fee at the rate notified to the Brand prior to acceptance of a Collaboration Offer ("Service Fee") and any taxes in respect of the Service Fee) to you within seventy-two (72) hours of the Completion Date, unless the Brand agrees to early release of the Fee by clicking "Job Completed". The time it takes for you to receive Fee may depend upon the method of payment selected by you, which you update via your Profile from time to time.
- Notwithstanding clause 17.4, the Fee may be withheld from you in the event a Brand submits a complaint against you or otherwise claims you have failed to complete an Accepted Collaboration by the Completion Date. In the event the Brand provides evidence of such claims, we reserve the right to conduct investigations and you agree to co-operate with such investigations, providing such information and answering such questions as we may reasonably request. On completion of our investigation, release of the Fee to you shall be at our sole discretion and any decision we make, acting reasonably, shall be final.
18.ADDITIONAL EXCLUSION OF WARRANTIES
You acknowledge and agree that the Site is limited to providing you with a forum to attempt to source and connect with Brands. When you use the Site, we do not warrant or guarantee:
- 1.1.that you will find Brands or Products suitable to your requirements;
- 1.2.that the Brands’ Profiles are genuine;
- 1.3.that any information or documentation made available on a Brand’s Profile is authentic, valid, accurate or otherwise complete;
- In the event there is a dispute between you and any Brand, you agree that we are not liable for any loss or damage suffered or incurred by you in the course of performing an Accepted Collaboration, and you release and hold us harmless from anything you any liability you may suffer or incur arising out of or in connection to such dispute.
SECTION C: BRAND TERMS AND CONDITIONS
If you are a Brand and wish to use the Site, you may do so in accordance with the terms of Section A and this Section C.
- Upon registration as a Brand, in consideration of your compliance with these Terms, we will provide you with the Brand Services as described on the Site and in this Section C below.
- In addition to the registration requirements in Section A, you acknowledge and agree that registration as a Brand may include additional verification requirements.
21. USE OF THE SITE
- As a Brand, you may:
- 1.1. create and customise your Profile page, adding information about the Brand and your Products;
- 1.2. search for Content Creators who have registered with the Site and have Fixed Offers and/or Custom Offers available;
- 1.3. create your own Fixed Offers and/or Custom Offers for Content Creators to browse and request or propose Bespoke Offers to Content Creators; and
- 1.4. communicate with other Users.
22. YOUR ADDITIONAL OBLIGATIONS AS A BRAND
- As a Brand, you agree that all information submitted in a Profile and any other information provided or comments made to Content Creators through the Site, must:
- 1.1. be accurate, correct and up-to-date;
- 1.2. not breach any applicable statutory or regulatory requirement;
- 1.3. not be misleading or deceptive; and
- 1.4. not be obscene, defamatory or be in our reasonable view be deemed to be offensive and/or inappropriate.
- In using the Site you must:
- 2.1. at all times keep all information including without limitation, communication and correspondences between you and the Content Creators, and all information relating to the Collaboration process secure and confidential; and
- 2.2. immediately notify us in the event you have any reason to believe or suspect that a Brand or Content Creator has breached any of the Terms.
23. FEES AND PAYMENTS
- Performance of an Accepted Collaboration is in consideration of your payment of the applicable Fee. The Fee payable by you will be displayed in any Collaboration Offer.
- In consideration of your use of the Website, we charge a service fee for each Accepted Collaboration, which is calculated as a percentage of the Fee ("Service Fee"). The relevant percentage may change from time to time and you are responsible for verifying the applicable Service Fee amount prior to entering into an Accepted Collaboration. The Service Fee shall be automatically added to the Fee.
- You acknowledge and agree that, notwithstanding the fact that we are not a party to the contract between you and the Content Creator, we act as the Content Creator’s payment collection agent solely for accepting payments from you on their behalf. You agree to pay us, as the Content Creator’s payment collection agent, the Fee for any Collaboration Offer on the Accepted Collaboration date (i.e. the date such Collaboration Offer is accepted by you or the Content Creator (as applicable). In order to establish a Collaboration Offer pending the Content Creator’s acceptance, you understand and agree that we, on behalf of the Content Creator, reserve the right, in our sole discretion, to (i) obtain a pre-authorisation via your credit card for the Fee or (ii) charge your credit card a nominal amount, not to exceed one British Pound, or a similar sum in the currency in which you are transacting, to verify your credit card. We will collect the Fee on the date of the Accepted Collaboration. If a Collaboration Offer is rejected, any amounts collected by us will be refunded to you, depending on the selections you made via the Site, and any credit card authorisation will be released, if applicable.
- In connection with your Accepted Collaboration, you will be asked to provide customary billing information such as name, billing address and credit card information either to us or our payment processor. You agree to pay us for any Accepted Collaboration in accordance with these Terms by one of the methods described on the Site. You hereby authorise the collection of such amounts using the method selected by you through the Site, either directly by us or indirectly, via our payment processor. If you are directed to our payment processor, you may be subject to terms and conditions governing use of their service. Please review such terms and conditions before using the services.
- The Fee payable by you will include our Service Fee and any taxes in respect of the Service Fee. The Service Fee will be deducted from the amount due to the Content Creator prior to release to the Content Creator. The Fee will be released to an Content Creator within seventy-two (72) hours of the Completion Date, unless you agree to an early release of the Fee by clicking "Job Completed".
- The Fee may be withheld from the Content Creator in the event you submit a complaint against the Content Creator or you otherwise claim the Content Creator has failed to complete an Accepted Collaboration by the Completion Date. You must provide evidence of any Content Creator’s failure, whereupon we shall conduct investigations on your behalf. On completion of our investigation, release of the Fee to the Content Creator shall be at our sole discretion and any decision we make, acting reasonably, shall be final.
24. ADDITIONAL EXCLUSION OF WARRANTIES
- We do not warrant, represent or guarantee that you will find any Content Creators to collaborate with or achieve any specific results whatsoever.
- You agree that we do not vet or verify the identity of the Content Creators on the Site. Consequently, we do not warrant, represent or guarantee:
- 2.1. the currentness, completeness, correctness and accuracy of any Content Creatorr Profile;
- 2.2. that any Fixed Offers or Custom Offers made by Content Creators are genuine;
- 2.3. the identity of the Content Creators using the Site.
- You further acknowledge that we have no control of and therefore no liability whatsoever in respect of the behaviour, response and quality of the Content Creators on the Site.
- We provide the Site solely to connect you, the Brands, with Content Creators who may be seeking to collaborate with you. You acknowledge and agree that you are solely responsible for all communication with, and any subsequent dealings with, any Content Creators.