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Terms of Use for Influencers

Last modified: December 9th, 2021

 

IMPORTANT NOTE: The Spanish version of this document will govern our relationship - this translated version is provided for convenience only and will not be interpreted to modify the Spanish version.  For the Spanish version, please see the Influencity Legal Stuff page.

 

PLEASE READ THESE INFLUENCER TERMS OF USE CAREFULLY

Influencity, S.L., hereafter INFLUENCITY or Influencity, is an entity of Spanish nationality whose registered office is in Valencia, Ribera 1, Entlo. 1 y 2, tax ID number ESB98684574, and whose main activity consists of developing and operating services related to influencer marketing.

We periodically update these terms. If you have an active Influencity account, we will let you know when we do via an email or in-app notification.

 

1. SCOPE

1.1. These general terms and conditions of use for Influencers (the "General Terms for Influencers") are applicable between Influencity, S.L. ("INFLUENCITY"), and any individual who creates content to be published in a social network or other communication channel(s) and has certain popularity in the market who creates an account in our Website ("INFLUENCER"). By registering and using Infuencity’s products or services (which we refer to collectively as the “Services”), the Influencer agrees to these General Terms for Influencers.

1.2. INFLUENCITY and the INFLUENCER, may be referred to jointly as the "Parties" and individually as the "Party".

Note: If you are not an INFLUENCER but a Customer (as defined below), these General Terms for Influencers do not apply to the use of INFLUENCITY’s Services but our General Terms of Service available at the following link: https://influencity.com/legal/terms-of-service

 

2. ELIGIBILITY

2.1. The INFLUENCER represents and warrants to INFLUENCITY that it has the capacity to enter into these legally binding General Terms for Influencers. If INFLUENCER is an influencer representation agency acting on behalf of another person or entity, it hereby represents and warrants to INFLUENCITY that it has the authority to represent such person or entity and be bound to these General Terms for Influencers.

2.2. The Services are only intended for, and should only be used by, anyone of legal age.

2.3. INFLUENCER is solely responsible for ensuring that the use of the Platform and Services in INFLUENCER’s jurisdiction is permitted by law.

 

3. DEFINITIONS

3.1. The following terms shall have the meanings assigned to each:

3.1.1. "Authorised Customers" Those Customers (as defined below) which have been given permission by the INFLUENCER through the Platform to: (i) access the Personal Information included in INFLUENCER’s Account (as defined below); and (ii) requests the INFLUENCER to participate in their Campaigns.

3.1.2. "Campaign" refers to the marketing campaign managed through the Platform and designed by the Customer regarding its products or services that will be executed by the Influencer (as defined below);

3.1.3. "Campaign Parameters" mean the requirements for the Campaign, such as budget, target audience and duration submitted through the Platform.

3.1.4. "Campaign Content" means all commercial content and advertising material contained in the Campaign created by the Influencer promoting a Customer’s products or services, including, but not limited to, texts, photographs, videos, links and other audiovisual or sound contents;

3.1.5. "Confidential Information" shall be considered to be any information verbally, in writing or by any other tangible or intangible means, currently known or which could be invented in the future, classified as confidential, as well as any data or information to which the parties have access by virtue of the Services (as defined below) which is to be understood, exercising reasonable business judgment, to be of confidential nature; especially information, business operations, commissions, prices and the Parties' own data, to which they have had access during the Services described in these General Terms for Influencers.

3.1.6. "Customer" means companies which owns the products and services which will be object of a Campaign (as defined below) where the INFLUENCER may participate.

3.1.7. "Effective Date" is the date when the INFLUENCER creates an Account through the Platform;

3.1.8. "Personal Data" means any information relating to an identified or identifiable individual protected by applicable data protection regulations.

3.1.9. "Platform" means the technological platform owned by INFLUENCITY through which the INFLUENCER has an active account with INFLUENCITY.

3.1.10. "Services" access to the Platform and the provision of additional services as may be available at any given time.

3.1.11. "Term" means the period of time during which the INFLUENCER has an active account with INFLUENCITY;

3.1.12. "Website" means the http://www.influencity.com website or any of INFLUENCITY’s websites.

 

4. PLATAFORM AND SERVICES

4.1. Through the Website, INFLUENCITY provides INFLUENCERS a Platform aimed at helping INFLUENCERS connect and collaborate with CUSTOMERS for the purpose of creating content and launching Campaigns.

4.2. INFLUENCITY is a mere intermediary and therefore does not guarantee any result in the collaboration between INFLUENCERS and CUSTOMERS available and included in the Platform.

 

5. PROCESS FOR USING THE SERVICES

5.1. The procedure for using INFLUENCITY’s Services through the Platform is as follows:

5.1.1. The INFLUENCER may register via the Platform completing the registration form available in the Website and accepting the present General Terms for Influencers.

5.1.2. INFLUENCER may decide to or be required to allow the integration of the INFLUENCER’s Account with a third-party social media account (e.g., Facebook or Instagram) through a connection with third-party social media’s APIs. In relation to such integration, the INFLUENCER authorizes INFLUENCITY to obtain certain Personal Information included in INFLUENCER’s social media account, according to INFLUENCITY’s Privacy Policy.

5.1.3. INFLUENCER, through its account on the Platform (“Account”), may provide additional information to complete his/her information regarding INFLUENCER’s social media accounts, location, target audience, expected fees to create content or participating in a Campaign. In connection with the additional information, the INCLUENCER commits to only provide current, complete, and accurate information and to promptly update all Account information.

5.1.4. INFLUENCER may enable or disable permits to connect with the different Customers. Only Authorised Customers will be able to view the authorized information provided by the relevant social media and additional information included in INFLUENCER’s Account and send requests to participate in Authorised CUSTOMERS’ Campaigns.

5.1.5. INFLUENCER may receive requests to connect with other Customers of Influencity to gain access to the benefits of Authorised Customers. INFLUENCER may accept or reject any request to connect and manage all permissions.

5.1.6. The details of any Campaign accepted by the INFLUENCER will need to be reflected in a collaboration agreement or other kind of contract between CUSTOMER and the Influencer. INFLUENCITY will, in no case, be a part of or intervene in any way in the agreements reached by INFLUENCER and the Customer.

5.1.7. INFLUENCER and the Customer may use the Platform to manage the execution of the Campaign, using the different functions the Platform offers at any given time.

 

6. TERM AND TERMINATION

6.1. Term. The term of these General Terms for Influencers will commence upon the Effective Date and will continue until INFLUENCER’s Account is cancelled directly by the INFLUENCER or by INFLUENCITY according to these General Terms for Influencers.

6.2. Termination.

6.2.1. INFLUENCER may cease or discontinue the use of the Services, and cancel their Account at any time.

6.2.2. INFLUENCITY reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) immediately at any time and with or without cause (including, without any limitation, for breach of these General Terms of Service).

 

7. GRANT OF RIGHTS AND INTELLECTUAL PROPERTY

7.1. Ownership of the Platform. The Platform and Services are owned and operated by INFLUENCITY. Any and all Influencity Content contained in or made available through the Platform and Services are proprietary to INFLUENCITY, its affiliates and/or third-party licensors. None of the exploitation rights recognized by the current legislation on intellectual property on the same may be understood to have been transferred to the INFLUENCER or any other person.

7.2. Right to access and use the Platform. Subject to INFLUENCER’s compliance with these General Terms for Influencers and during the Term, INFLUENCER may access and use the Services, including access and use the Platform, for INFLUENCER’s own business purposes. The rights granted to the INFLUENCER in this Section 7.2. are non-exclusive, non-sublicensable and non-transferable.

7.2.1. Restrictions. Except as otherwise expressly permitted in these General Terms for Influencers, the INFLUENCER shall not: (a) impersonate any person; (b) reverse engineer, decompile, disassemble, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Services, as well as translate, modify or create derivative works of the Platform, the Services or any part thereof, except to the extent permitted by applicable law; (c) copy/reproduce, lend, sell, rent, sublicense, broadcast, distribute, edit, transfer to third parties or provide access to the Platform, as well as adapt the Services or any part thereof in any way; (d) use the Services for the benefit of any third party; (e) use the Service for any commercial purpose or into a product or service INFLUENCER provides to third parties; (f) circumvent, modify, remove, delete, alter or otherwise tamper with any security, encryption or other technology or program that is part of the Services; (g) access or use the Platform or Services for the purpose of competitive analysis or building a similar or competitive product or service; (h) engage in any unlawful or illegal activities, including unsolicited advertising and spam; (i) create, collect, transmit, store, use or process any data through the Platform that violates any applicable laws, or infringes intellectual property rights or other rights of any third party; (j) introduce or disseminate content or software (viruses and malware) that may cause damage to the computer systems of INFLUENCITY, its technology service providers or third party users; or (h) encourage or assist any third party to do any of the foregoing.

7.2.2. Acceptable Use. INFLUENCER will comply with our Acceptable Use Policy at https://influencity.com/legal/acceptable-use-policy ("AUP").

7.3. INFLUENCITY Marks. Trademarks, trade names, service marks, logos or distinctive signs of INFLUENCITY (“Influencity Marks”) are owned by INFLUENCITY or third parties, and access and use of the Services may not be construed as attributing any right over them.

7.4. Campaign Content. The INFLUENCER hereby grants to INFLUENCITY a non-exclusive, universal license to use, without geographical limitation and for the duration of the Term all INFLUENCER Content made available through the Platform, for the exclusive performance of the Services which is to provide the INFLUENCER and the corresponding Authorised Customer the platform through which the Campaign may be managed. The INFLUENCER guarantees that all Campaign Content uploaded to the Platform is original and/or have the appropriate authorizations or licenses to be used and uploaded to INFLUENCITY’s Platform. INFLUENCITY assumes no responsibility for the intellectual and industrial property rights regarding Campaign Content created by the Influencer included in the Platform.

7.5. INFLUENCITY reserves the right to remove Campaign Content or other content that, at INFLUENCITY’s sole discretion, is considered to be in violation of the law or of these General Terms for Influencers, or to be abusive, defamatory, obscene or otherwise unacceptable.

 

8. SUPPORT AND SERVICE UPTIME COMMITMENT

8.1. Technical Support. During the Term, INFLUENCITY will provide Support for the Platform and Services (i) via email at support@influencity.com during the following hours: Monday to Friday from 9 am to 7 pm (mainland Spain time).

8.2. Service Levels. INFLUENCITY will use commercially reasonable efforts to achieve 99% Platform uptime and will use commercially reasonable efforts to provide notice at least 48 hours in advance for scheduled maintenances within normal business hours.

 

9. CONFIDENTIALITY

9.1. Obligation to maintain Confidentiality. The Party to which information is disclosed (the “Receiving Party”) by the other Party (the “Disclosing Party”) undertake to hold Confidential Information in confidence and only use it for the provision of the Services and shall neither disclose, disseminate nor publish it, either directly or through third parties or companies; and shall prevent the unauthorised use, dissemination or publication of Confidential Information by using the same degree of care it uses to protect its own information of similar confidential nature, but in any event no less than a reasonable degree of care. The Receiving Party shall notify the Disclosing Party in writing of any actual or suspected misuse, loss or unauthorized disclosure of Confidential Information which may come to the Receiving Party's attention.

9.2. Disclosure to employees and third parties. The Receiving Party may pass on Confidential Information to third parties (such as consultants, students, subcontractors, freelancers and any other natural or legal person working for the Receiving Party) exclusively on a need-to-know basis for the purpose of the Services, provided that such Third Parties have signed a non-disclosure agreement with similar provisions to this Section 9.

9.3. Return, destruction of Confidential information; Copies. Receiving Party shall not make copies or reproductions of the Confidential Information except to the extent reasonably necessary for the Services. Immediately upon termination of the Account, the Receiving Party shall, upon request by the Disclosing Party, return all Confidential Information or verifiably destroy any copies made of, or its own documentation related to, Confidential Information, except, retention of a single archival copy of the Confidential Information, solely for the purpose of evidence when there is a legal obligation to do so.

9.4. Non-Confidential Information. Information shall not or no longer qualify as Confidential Information from the point in time that such information: a) is or becomes publicly available without breach of these General Terms for Influencers (including disclosure by the Disclosing Party to a Third Party without a duty of confidentiality); b) was already rightfully in the Receiving Party‘s possession prior to receipt from the Disclosing Party; c) is received by the Receiving Party from a Third Party rightfully and without a duty of confidentiality; (d) is independently developed or ascertained by the Receiving Party without access to the Confidential Information; (e) is required to be disclosed by the Receiving Party pursuant to any order of a competent court or an administrative or governmental agency, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such order and an opportunity to contest the need for such disclosure, or seek an appropriate protective order.

9.5. Duration of Confidentiality. The confidentiality obligations established in this clause shall have an indefinite duration, remaining in force after the termination, for any reason, of the relationship between the Parties.

 

10. PROTECTION OF PERSONAL DATA AND COOKIES

10.1. Privacy. All Personal Data will be processed by INFLUENCITY according to the privacy policy available at: https://influencity.com/legal/privacy-policy-for-influencers.

10.2. Cookies. Likewise, this website uses its own and third-party cookies: https://influencity.com/legal/cookies-policy.

 

11. LIMITATION OF LIABILITY

11.1. Disclaimer. The INFLUENCER use of the Platform and the Services is entirely at INFLUENCER’s own risk. The Platform and Services and their content are provided "as is" and "as available" without express or implied warranty or condition of any kind. INFLUENCITY makes no representations or warranties about the suitability, reliability, availability, timeliness, security, freedom from error or accuracy of the Services or its content. Further, to the extent permitted by law, no warranties (express or implied), including warranties of merchantability, fitness for a particular purpose, title or non-infringement, are made. INFLUENCITY does not guarantee that the availability of the Services will be continuous and uninterrupted, as the Services may suffer difficulties due to circumstances caused by problems in the Internet network, breakdowns in computer devices and other unforeseeable circumstances. INFLUENCER agrees to bear within reasonable limits such circumstances, and therefore expressly waives to INFLUENCITY any contractual or extra-contractual liability for possible failures, errors and use of the contracted Services.

11.2. INFLUENCITY’s role. INFLUENCITY is not a part of the relationship between the INFLUENCER and any of its Customers, so it assumes no responsibility for the results obtained by a certain Campaign or Campaigns agreed between the INFLUENCER and a Customer or any issue that arises between them. All the information published, contained in or made available through the Platform, are proprietary to INFLUENCITY, and/or third-party licensors. In connection with Campaigns, INFLUENCITY merely provides with the Platform to help INFLUENCER and Customers to connect and manage Campaigns, so INFLUENCITY is merely an intermediary. INFLUENCITY makes no representation or warranties, and disclaims all liability for, with respect to any Campaign Parameters or any information given to the INFLUENCER by the Customer, even when performed via the Platform.

11.3. Indemnity. Subject to this Section 11, each Party (“Indemnifying Party”) shall defend against suits, claims and demands and shall indemnify and hold harmless the other Party, its licensees, licensors, their officers, directors, employees, consultants, contractors, sublicensees and agents (“Indemnified Party”) against and from any and all losses, liabilities, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees) (“Damages”), arising or resulting from Indemnifying Party's breach of these General Terms of Service or of any applicable Law.

11.4. Indirect Damages. Indirect damages, loss of profit, consequential damages, or opportunity costs shall not be the object of a claim. This limit shall not apply in the event that INFLUENCITY has incurred in fraud or gross negligence declared by a final judgment in the execution of the Services covered by these General Terms for Influencers.

 

12. THIRD PARTY CONTENT

12.1. Third Party Content. INFLUENCITY collects authorized data and information from third party sources, such as certain social media platforms, which is then processed, combined, examined and shown along with the rest of information INFLUENCITY provides as part of its Services. INFLUENCITY does not verify the information and does not represent or warrant that the information is true, current or accurate. The INFLUENCER may request suppression of authorized data from the Services as explained in our Privacy Policy or revoke INFLUENCITY’s access to such data via each respective social media platform’s settings.

12.2. Links. INFLUENCITY is not the owner, nor does it have control over links to third-party sites that may be available through the Website and/or Services. INFLUENCITY shall not be responsible for INFLUENCER’s use of or access to third-party websites, which will be subject to the terms and conditions and privacy policy of each third-party website.

 

13. COMPLIANCE WITH APPLICABLE LAW

13.1. INFLUENCER agrees to respect and observe any intellectual property, privacy rights, or other rights of any person or entity; and/or comply with any and all applicable law to their activity (specially, applicable law to marketing activities).

 

14. NOTIFICATIONS

14.1. All communication between the Parties shall be carried out through the Platform that is part of the Services or, if applicable, by e-mail or regular mail to the contact addresses indicated by the Parties or by any means of which there is evidence of receipt to the persons and addresses indicated.

 

15. MODIFICATIONS

15.1. INFLUENCITY reserves the right to modify, at any time and without prior notice, these General Terms and Conditions. Such modifications will come into force on the date of their publication on the Website or, where appropriate, on the date indicated by INFLUENCITY.

15.2. INFLUENCITY will notify of any changes and the date on which they will become effective, and INFLUENCER may terminate its Account if it no longer wishes to use the Services in accordance with the new version.

15.3. In any case, the continued use of INFLUENCITY’s Services shall constitute acceptance of the modifications to these General Terms for Influencers.

 

16. MISCELLANEOUS

16.1. Nullity of clauses. If any Section of these General Terms for Influencers is declared, totally or partially, null or ineffective, such nullity or ineffectiveness shall only affect such provision or the part thereof that is null or ineffective, these General Terms for Influencers shall remain in force in all other respects and such provision shall be deemed totally or partially as not included.

16.2. Headings. The headings of the various Sections are for informational purposes only, and shall not affect, qualify or expand the interpretation of these General Terms for Influencers.

16.3. Non-Waiver. The fact that INFLUENCITY does not require the INFLUENCER to comply with one of the conditions of these General Terms for Influencers that it has contravened shall not constitute a waiver in the future of the application of that clause, compliance with which may be required at any time.

16.4. Independency. These General Terms for Influencers shall not be construed as an employment relationship, as creating a partnership, joint venture, agency or analogue relationships or as granting a franchise.

16.5. Entire Agreement. These General Terms for Influencers will represent the entire agreement between the INFLUENCER and INFLUENCITY and cannot be overridden by terms contained in any later received document, unless the additional terms are accepted in writing by both Parties.

16.6. Acceptance of the present General Terms for Influencers. The INFLUENCER acknowledges having read, understood and agreed with these Conditions, and therefore affirms that they are sufficient to exclude the error in the consent to this contract and, therefore, accepts them fully and expressly.

 

17. LANGUAGE VERSION; APPLICABLE LAW AND JURISDICTION

17.1. Language Version. These General Terms for Influencers may be available to the INFLUENCER in several languages. However, in case of doubt or contradiction between the different versions, the Spanish version published on the Website shall always prevail.

17.2. Applicable Law. These General Terms for Influencers and its execution is subject to Spanish law, unless otherwise established by law.

17.3. Jurisdiction. If any dispute arises regarding the interpretation or application of these contractual conditions, the parties will negotiate in good faith to try to resolve such discrepancy or claim. However, in the event that the dispute or claim is not resolved, the Parties agree to submit to the courts of the city of Madrid (Spain).

 

18. CONTACT

18.1. If you have any questions or comments regarding these General Terms for Influencers, please, do not hesitate to contact INFLUENCITY at legal@influencity.com.

 

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