Influencer Collaboration Agreement with Brands or Agencies on Influencer for you Platform, Study notes of Law

Download Influencer Collaboration Agreement with Brands or Agencies on Influencer for you Platform and more Study notes Law in PDF only on Docsity! For Influencers These Influencer Terms and Conditions constitute a legally binding agreement between you, the influencer and Influencer for you concerning the access and use of our platform and associated services. The Influencer Agreement is concluded by you accepting these Influencer Terms and Conditions through the Influencer for you Platform. In case in calendar year you receive more than € 5.000 (five thousand Euros) V.A.T. excluded, under the Influencer Agreement, we may ask you to sign the Influencer Agreement, scan the Influencer Agreement and mail it to us. Influencer for you is a mere platform and is therefore not a party in the Collaboration Agreement. Hereafter you will agree to the following: 1. TABLE OF CONTENTS • 1. TABLE OF CONTENTS • 2. DEFINITIONS • 3. WHAT INFLUENCER FOR YOU IS • 4. WHAT TAKES TO BECOME AN INFLUENCER • 5. ASSIGNMENTS • 6. INTELLECTUAL PROPERTY RIGHTS • 7. FINANCIAL AGREEMENTS • 8. PRIVACY AND PROCESSING PERSONAL DATA • 9. LIABILITY, WARRANTIES AND INDEMNIFICATIONS • 10. DURATION AND TERMINATION • 11. MISCELLANIOUS • 12. GOVERNING LAW AND JURISDICTION In these Influencer Terms and Conditions, words are used which start with a capital letter. Those words have the meaning as set out hereunder in this article. 2. DEFINITIONS 2.1. Assignment: a Brand or Agency assignment to contribute to a Campaign as an Influencer. 2.2. Agency: an agency who acts on behalf of a Brand. Usually the agency runs an overall campaign for a Brand, in which campaign there are smaller influencer marketing campaigns. 2.3. Campaign: an influencer marketing campaign as made available for You by a Brand or Agency. 2.4. Collaboration Agreement: the agreement between You and the Brand or Agency for an Assignment. 2.5. Influencer: someone that is able to endorse a service or product of a Brand through his or her social media account(s) or weblog(s). 2.6. Influencer terms and conditions: these terms and conditions. 2.7. Influencer Agreement: the agreement as mentioned in the preface of these Influencer Terms and Conditions. 2.8. Influencer for you Code of Conduct. 2.9. Influencer for you Platform: the website, the marketplace and -if any- the mobile app of Us. 2.10. Influencer Network: the database of Influencer for you approved Influencers. 2.11. You: refers to you as an Influencer (including Your). 2.12. We: refers to us (including Us and Our), the Dutch limited liability company “Influencer for you. 3. WHAT INFLUENCER FOR YOU IS 3.1. You acknowledge that Influencer for you is a platform bringing Brands or Agencies and Influencers together, and that We are therefore never a party in the actual Collaboration Agreement between a Brand or Agency and You. We cannot be held responsible nor liable for shortcomings of Brand or Agency regarding the (non) performance of the Collaboration Agreement. 3.2. However, as part of Our service, We do help You and the Brands or Agencies with the payments and invoicing. We invoice the Brands and Agencies on behalf of You. You receive from Us, after Your work regarding an Assignment was approved by the Brand or Agency, in accordance with paragraph 7, a self-billing invoice and payment. 4. WHAT TAKES TO BECOME AN INFLUENCER 4.1. We carefully choose Our Influencer Network in order to have the best of the best. If You want to become part of Our Influencer Network You must apply through our Influencer for you Platform. For the Brands and Agencies, it is important that You are an actual Influencer, management agencies will not be accepted. We will revise and investigate your application thoroughly. We may turn you down in case we don’t see added value for the Brands and Agencies, to Our own discretion. We hope you don’t experience any hard feelings! 4.2. Once chosen as an Influencer, You will have access to our Influencer for you Platform and a profile which can be partially customized by You. The information We gather from the Influencer for you Platform in accordance with paragraph 8.4 cannot be changed nor modified by You. 4.3. In the case a Brand or Agency chooses You to represent them in a particular Campaign, You will agree to carefully follow Our Influencer for you Code of Conduct. Keep it professional, clean and neat; Your posts should not include nudity, be of a sexually explicit nature, nor violate the terms and conditions of Instagram and other social media platforms. You indemnify Us from claims of third parties regarding not adhering to the Influencer for you Code of Conduct of the relevant social media platform conditions. 5. ASSIGNMENTS 5.1. In case You are interested in an Assignment, You must apply through the Influencer for you Platform. A Campaign may have several Assignments. The Brand or Agency will approve or disapprove You for an assignment. Also be aware of the fact that the Brand or Agency may engage multiple influencers for a Campaign. 5.2. In case a Brand or Agency approves the application as mentioned in the previous paragraph, You have to enter into a Collaboration Agreement. That agreement is between You and the Brand or Agency. We are not a party in that agreement. In most cases the standard Collaboration Agreement is used. Be aware of the fact that some Brands or Agencies may apply their purchase terms and conditions to the standard Collaboration Agreement. And is some cases, Brands or Agencies may use their own Collaboration 9.2. You hereby accept the functionality of the Influencer for you Platform “as is”. You also accept that the functionality of the Influencer for you Platform can be subject of unilateral change, since We try to make it better along the way. 9.3. We strive for a high availability of the Influencer for you Platform, however, We cannot warrant that the Influencer for you Platform is always available to You without interruptions. 9.4. You hereby warrant that You are the actual Influencer. This means that You cannot have -for example- your management agency enter into the Influencer Agreement on behalf of You. You indemnify Us for all costs and damages in case it turns out, that the party entered into the Influencer Agreement is not actually You. 9.5. You indemnify Us for all costs and damages in case of Your shortcomings regarding the execution of the Collaboration Agreement. 10. DURATION AND TERMINATION 10.1. The Influencer Agreement is entered into for an indefinite period of time. 10.2. You may always terminate the Influencer Agreement, just by terminating Your account. In case We owe You money, we will make sure that We settle the outstanding amounts as We agreed upon in paragraph 7. Be aware of the fact that You always must finish any running Assignments. Terminating the Influencer Agreement does not mean you are exempted from any running Assignments. 10.3. We may terminate the Influencer Agreement at any time for any reason. 11. MISCELLANIOUS 11.1. The account credentials You use to have access to the Influencer for you Platform are strictly personal. You cannot share those with others. 11.2. We are entitled to transfer Our rights and obligations out of the Influencer Agreement to a third party. This is especially allowed in case of a transfer due to a change of legal entity, transfer of Our business or merger of Our business. You hereby grant Your permission to us to do so. A possible transfer is without You losing any rights under the Influencer Agreement. 11.3. Without prior permission of Us, You are not allowed to transfer the rights and obligations under the Influencer Agreement to a third party. The permission can by subject to additional stipulations, for example the stipulation that the transfer must be made free of any charge. 11.4. We may change these influencer Terms and Conditions unilaterally. We make sure we communicate any changes in due time. In case you don’t feel comfortable with the changes, you are entitled to terminate the Influencer Agreement as stated in paragraph 10.2. 11.5. To the extent that any provision of these Influencer Terms and Conditions are void and/or annulled, all other conditions between parties remain in force. In such a case, We will agree to a new set of provisions, which will correspond as much as possible to the void or annulled conditions. 11.6. Headings and captions used in these Influencer Terms and Conditions are for reference purposes only. 12. GOVERNING LAW AND JURISDICTION 12.1. The Influencer Agreement and Influencer Terms and Conditions are governed by the laws of the Netherlands. 12.2. All disputes will solely be settled exclusively by the competent court in Rotterdam, the Netherlands, unless the district court (“kantonrechter”) is allowed to take notice of the dispute, in that case the dispute will be submitted to competent district court. For Companies These Agency / Brand Terms and Conditions constitute a legally binding agreement between the Agency or Brand and Influencer for you concerning the access and use of our platform and associated services. The Agency / Brand Agreement is concluded by a representative of the Agency or Brand accepting these Agency / Brand terms and Conditions through the Influencer for you Platform. In case in calendar year Agency or Brand has an accumulated Campaign value of more than € 100.000 (hundred thousand Euros) V.A.T. excluded, under the Agency / Brand Agreement, we may ask Agency or Brand to sign the Agency / Brand Agreement, scan the Agency / Brand Agreement and mail it to us. Influencer for you is a mere platform and is therefore not a party in the Collaboration Agreement. Hereafter you will agree to the following: 1. TABLE OF CONTENTS • 1. TABLE OF CONTENTS • 2. DEFINITIONS • 3. WHAT INFLUENCER FOR YOU IS • 4. THE SERVICES OF INFLUENCER FOR YOU • 5. CAMPAIGNS AND ASSIGNMENTS • 6. INTELLECTUAL PROPERTY RIGHTS • 7. FINANCIAL AGREEMENTS • 8. PRIVACY AND PROCESSING PERSONAL DATA • 9. LIABILITY, WARRANTIES AND INDEMNIFICATIONS • 10. DURATION AND TERMINATION • 11. MISCELLANIOUS • 12. GOVERNING LAW AND JURISDICTION In these Agency / Brand Terms and Conditions, words are used which start with a capital letter. Those words have the meaning as set out hereunder in this article. 2. DEFINITIONS 2.1. Agreement: the agreement as mentioned in the preface of these Influencer Terms and Conditions. The Agreement is confirmed through a confirmation e-mail. 2.2. Assignment: an Agency or Brand assignment for an influencer to contribute to a Campaign. 2.3. Agency: means an agency who acts on behalf of a Brand, other party in the agency / brand agreement. Usually the agency runs an overall campaign for a Brand, in which campaign there are smaller influencer marketing campaigns. 2.4. Agency / Brand Terms and Conditions: these terms and conditions. 2.5. Campaign: an influencer marketing campaign as made available for Influencer by Agency or Brand. 2.6. Collaboration Agreement: the agreement between Influencer and the Agency or Brand for an Assignment. 7.2. Influencer for you is entitled to increase the Subscription Fee. However, it will notify Agency or Brand in due time. Running subscriptions will not be effected by the increase, therefore, only renewals will be affected by any increase. 7.3. For Campaigns and Assignments, Agency or Brand must acquire Influencer for you Credits. Influencer for you charges a transaction fee which is agreed upon in the Agreement. Influencer for you will not provide Agency or Brand with any interest regarding the Influencer for you Credits. The Influencer for you Credits lapse after one year of acquiring, without Agency or Brand being entitled to a refund. 8. PRIVACY AND PROCESSING PERSONAL DATA 8.1. To fulfill the obligations under the Agreement, Influencer for you has to process the personal data of the users of Agency or Brand. Under the General Data Protection Regulation (“GDPR”), Influencer for you is controller. Agency or Brand is also a controller under the GDPR. Therefore, parties do not enter into a data processing agreement with each other. 8.2. Influencer for you processes personal data in accordance with the separate privacy policy of Influencer for you. Influencer for you may change the privacy policy from time to time. Please, take notice of the privacy policy on a regular basis. 9. LIABILITY, WARRANTIES AND INDEMNIFICATIONS 9.1. INFLUENCER FOR YOU IS NOT LIABLE FOR ANY ATTRIBUTABLE SHORTCOMINGS, NOR FOR ANY OTHER SHORTCOMINGS (BASED ON TORT FOR EXAMPLE), UNLESS THE SHORTCOMING IS DUE TO WILLFUL MISCONDUCT OR CONSCIOUS RECKLESSNESS OF THE TOP LEVEL MANAGEMENT OF INFLUENCER FOR YOU. IN CASE THIS LIMITATION OF LIABILITY IS LAWFULLY UNENFORCEABLE, THE LIABILITY FOR THE AFOREMENTIONED SHORTCOMINGS ARE LIMITED TO WHAT IS CHARGED BY INFLUENCER FOR YOU UNDER THE AGREEMENT DURING A PERIOD OF TWELVE (12) MONTHS PRIOR TO THE DAMAGE CAUSING EVENT, V.A.T. AND INFLUENCER FOR YOU CREDITS EXCLUDED, UNLESS THE SHORTCOMING IS DUE TO WILLFUL MISCONDUCT OR CONSCIOUS RECKLESSNESS OF THE TOP LEVEL MANAGEMENT OF INFLUENCER FOR YOU. 9.2. Agency or Brand hereby accepts the functionality of the Influencer for you Platform “as is”. Agency or Brand also hereby accepts that the functionality of the Influencer for you Platform may be subject of unilateral change, since Influencer for you tries to make it better along the way. 9.3. Influencer for you strives for a high availability of the Influencer for you Platform, however, Influencer for you cannot warrant that the Influencer for you Platform is always available for Agency or Brand without interruptions. 9.4. Agency or Brand hereby indemnifies Influencer for you for all costs and damages in case of Agency or Brand shortcomings regarding the execution of the Collaboration Agreement. 10. DURATION AND TERMINATION 10.1. The Agreement is entered into for a year in case the agreement is entered into for a normal subscription. After that year the Agreement is tacitly renewed for again one year, unless the Agreement is terminated by Agency of Brand three (3) months before the (renewed) end date. 10.2. The Agreement is entered into for the duration of a Campaign in case the Agreement was entered into for a Single Campaign, in which case the Agreement is terminated by virtue of law in case the end date of the Single Campaign was reached. 11. MISCELLANIOUS 11.1. The account credentials Agency or Brand uses to have access to the Influencer for you Platform are strictly personal. Agency or Brand is not allowed to share those with others. Within the Influencer for you Platform Agency or Brand must always create extra users instead of sharing account credentials. 11.2. Influencer for you is entitled to transfer its rights and obligations out of the Agreement to a third party. This is especially allowed in case of a transfer due to a change of legal entity, transfer of the business of Influencer for you or merger of the business of Influencer for you. Agency or brand hereby grants permission to Influencer for you to do so. 11.3. Without prior permission of Influencer for you, Agency or Brand is not allowed to transfer the rights and obligations under the Agreement to a third party. 11.4. Influencer for you may change these Agency / Brand Terms and Conditions unilaterally. Influencer for you makes sure it communicates any changes in due time. In case Agency or Brand does not agree with the new Subscription Fee, it is entitled to terminate the Agreement immediately without a notice period in accordance with paragraph 10.1. 11.5. To the extent that any provision of these Agency / Brand Terms and Conditions are void and/or annulled, all other conditions between parties remain in force. In such a case, parties will agree to a new set of provisions, which will correspond as much as possible to the void or annulled conditions. 11.6. Headings and captions used in these Agency / Brand Terms and Conditions are for reference purposes only. 11.7. General (purchase) terms and conditions of Agency or Brand are not applicable to the Agreement. 12. GOVERNING LAW AND JURISDICTION 12.1. The Agreement and Brand / Agency Terms and Conditions are governed by the laws of the Netherlands. 12.2. All disputes will solely be settled exclusively by the competent court in Rotterdam, the Netherlands, unless the district court (“kantonrechter”) is allowed to take notice of the dispute, in that case the dispute will be submitted to competent district court.