Terms of Service
Updated: October 19, 2017
Please read these Terms of Service carefully before using the services offered by Zooka Creative Corp., (dba " Social Insiders" “SI” or “Site”).
The following details our Terms of Service (the “TOS” or “Terms” “Agreement”) for the Site and contains the complete TOS that apply to your participation in our site and campaigns. The TOS describes and encompasses the entire Agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to participation in SI and the content/services provided by or through SI. This Terms applies to all the services offered by the Site. By accessing the Site, you agree to be bound by the Terms. If you do not agree to the terms of these Terms, please do not use the Site. Each time you use the Site, the current version of the TOS will apply. Accordingly, when you use the Site, you should check the date of these Terms (which appears at the top) and review any changes since the last version.
BY ACCESSING OR USING THE WEBSITE OR SERVICES, YOU ARE ACCEPTING THESE TERMS OF SERVICE (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT.) YOU MAY NOT ACCESS OR USE THE WEBSITE OR SERVICES OR ACCEPT THIS AGREEMENT IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS AND/OR USE THE WEBSITE OR SERVICES. You represent and warrant that you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder.
- Social Insiders (SI) is a collection of web, mobile, and social tools that support Influencers, distribute products and product information, so that Influencers can share their honest and unbiased opinions. All testimonials or other similar statements by Influencer shall be expressions of their personal experience and belief, and shall be valid unless and until they advise SI in writing otherwise.
- SI also includes a system for motivating and tracking actions of participants.
- SI reserves the right in its sole discretion to change, modify, add or remove any portion of these TOS, in whole or in part, at any time, by posting revised terms on the website. Your continued use of the website and/or the services signifies that you accept the changes.
RELATIONSHIP OF PARTIES
- The SI network is for connecting Influencers with Brands. By participating in this program as an Influencer you acknowledge that you are not employed by SI, or our participating Brands. Nothing in these TOS will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. Influencer has no authority to commit, act for or on behalf of SI or Participating Brands, or to bring SI or Participating Brands to any obligations or liability. Influencer shall not be eligible for and shall not receive any employee benefits from SI or Participating Brands and shall be solely responsible for payment of all taxes, FICA, Federal and State unemployment insurance contributions, state disability premiums, and all similar taxes and fees in relation to the fees earned by Influencer.
- We may use your Name or blog and/or social media URL(s) in connection with your participation in the program in materials including but not limited to postings on our site, newsletters, advertisements, and other communications.
- Any links or posts provided by the Influencer, including but not limited to Influencer’s own blog(s) or social media channels, shall comply with FTC requirements, which include but are not limited to disclosing Influencers relationship with SI and Participating Brands and anything the Influencer received in conjunction with the Services, in accordance with the guidelines.
- AGE: Social Insiders including its tools, applications, and services are intended solely for access and use by individuals who are at least eighteen (18) years old and above. By accessing SI including its tools, applications and services, you warrant and represent that you are at least eighteen (18) years old and with full authority, right, and capacity to enter into this Agreement and to abide by all of the terms of this Agreement.
- LOCATION: This Site and is services is intended for participation in the United States only and shall only be construed according to, and governed exclusively by United States law. Do not participate in SI if you are not a legal resident of and physically located in one of the fifty United States or District of Columbia at any time of entry.
- NO COMMERCIAL USE: Influencers on this influencer networking website are prohibited to use the services of the website in connection with any commercial endeavors or ventures.
- REAL PEOPLE: Organizations, companies, and/or businesses may not become campaign participants and should not use the site for any purpose. Artificial people, or other non-living persons created solely by law are not eligible.
- CONTENT: Influencers content published to their site, blog, or social media accounts must be family friendly (PG), and not include or support libelous, defamatory, knowingly false content, excessive profanity, violence or racial intolerance, illicit drugs or drug paraphernalia, pornography, adult or mature content, or any other content that promotes intolerance, illegal activity, or infringes upon the legal rights of others, including but not limited to any third party copyright, trademark, trade secret, or patent. Influencer content must not endorse any form of hate or hate group as well as not include unnecessarily violent or derogatory of any ethnic, racial, gender, religious, professional or age group. Influencer content does not promote alcohol, illegal drugs, tobacco, firearms/weapons (or the use of any of the foregoing). Does not promote any activities that may be construed as unsafe or dangerous, and does not promote any particular political agenda or message. If you are a competitor or acting on behalf of a competitor of SI, you do not have the right to access the Services.
- QUALITY: SI Brand Campaigns are for established bloggers and social media Influencers who:
- Frequently publish high quality content to their blog site and channels.
- Have traffic of at least 5,000 Visitors per month to their blog, or at least 5,000 followers on one social media channel.
- Have blog / social channels at least 6 months old.
- Have blog / social channels without a content gap of more than 2 months.
- Demonstrate full sense of responsibility and in such a way as to ensure compliance with all applicable laws and regulations.
- Influencer will act in a professional manner, in accordance with the highest standards in the industry for services similar to the Services performed by the Influencer.
- Influencer will not act or engage in any practice or conduct that is in any manner detrimental to the reputation of the SI or Participating Brands or the Company Products/Services.
- Influencer will not take any action that may harm the environment or endanger the health and safety of SI or Participating Brands employees or the public.
- Influencer will not knowingly or recklessly make any false, misleading or disparaging remarks about SI or Participating Brands Products/Services.
- Influencer will comply with all reasonable and lawful requests or directions of SI or Participating Brands.
- If applicable, Influencer will disclose Influencer’s relationship to SI or Participating Brands following all current FTC guidelines.
- Influencer will comply with Federal Trade Commission (“FTC”) guidelines and any other applicable laws, regulations or rules (Collectively “Laws”). Further, as may be reasonably requested by Company, Influencer shall furnish appropriate testimonial affidavits as may be necessary with respect to the SI or Participating Brands Products/Services.
- Influencer shall comply with guidelines supplied with each campaign.
CAMPAIGN PARTICIPATION & PROHIBITIONS | COMPLIANCE & MONITORING
- You agree that you will use the site and its services in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence and all United States export control laws.
- We reserve the right to deny access to campaigns to anyone who we believe, in our sole discretion, has in any way breached these Terms or where we reasonably believe a user does not comply with any relevant age restrictions on the site.
- Influencers must not publish or link to SI or Brand campaign content from adult, gambling or offensive websites.
- Influencers must not disparage or misrepresent SI or participating Brands in any way.
- Influencers must not ‘cookie stuff’ or use any forced method to inject a cookie, a visitor must click an active link.
- Influencers must not promote SI or participating Brands with inappropriate content.
- Influencers must not send unsolicited emails and must comply with CAN-SPAM.
- Influencers are deemed to have accepted these terms by creating an account that enables them to participate in the community.
- By sharing or posting SI Sponsored Posts on other platforms such as Facebook, Twitter,Snapchat, Pinterest, YouTube, Blogger etc you agree to abide by the terms and policies set by these platforms for these kinds of content.
- We reserve the right to monitor and review your account, content and activity for compliance with this Agreement.
- We may terminate or suspend your ability to use the service if you breach this Agreement, and we may remove any content that is unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any party's intellectual property rights.
- SI reserves the right to postpone, change and/or cancel any scheduled or running campaigns or campaign opportunities at any time. These requirements are solely determined by SI and may change at SI's discretion at any time.
- If an Influencer decides to engage in any sweepstakes, giveaway, or a contest in relation to products they receive through SI, said influencers are completely and entirely responsible for all aspects of said sweepstakes, giveaway or contest, including, but not limited to: the terms of entry, all associated administrative issues, fulfillment, and for ensuring complete regulatory compliance (including compliance with COPA and other applicable regulations).
- By signing up to receive Campaign Opportunities with SI, you acknowledge that you are NOT GUARANTEED to receive anything in return, including , Campaign Opportunities, Campaign kits, complimentary products and/or any other promotions or giveaways promoted on this website, emails or social media sites.
- The content written by influencers must reflect the honest opinions, findings, beliefs, or experience of the blogger. Influencers may not convey any express or implied representation that is deceptive in nature. A deceptive representation includes, but is not limited to, any representation of medical benefits, or unapproved uses. An "unapproved use" is any use not explicitly listed on the product itself. If an Influencer has any question regarding whether or not a specific use is approved, said blogger is expected to err on the side of caution. Any Insider who creates misleading or deceptive content is subject to removal from the campaign, and could face legal action.
- By signing up for Campaign Opportunities you understand you may receive product(s) or services free of charge. Anytime a blogger or social media influencer receives a taxable benefit, they MUST report this benefit on their taxes. Bloggers and social media influencers are expected to report any applicable use taxes in their home state as is required by their state tax code, in addition to any applicable federal tax requirements.
- You must complete the full registration process and shall provide the site with accurate, complete, and updated information.
- You represent and warrant that all of the information provided by you to our website to participate in the Service is correct and current.
- When you become a SI Influencer or send e-mails to us, you are communicating with us electronically. You consent to receive communication from us electronically. We will communicate with you by e-mail or by posting notices on this Site through the other services. You agree that all agreements, notices, disclosures, and other communication that we provide to you electronically satisfy any legal requirement that such communications be in writing.
- Brands reserve the right, in their sole discretion, to require that Influencers immediately remove or otherwise refrain from publishing any Influencer Content. If an Influencer fails to remove such Influencer Content or markets, displays, promotes, advertises, distributes, broadcasts, disseminates, or publishes Brand Content without Brand Approval, that Influencer (1) shall be in breach of these Terms and its account may be terminated; (2) shall not be entitled to any payment set forth in the Offer if applicable; and (3) may be liable to the Brand for damages to the fullest extent permitted by law.
- SI and/or Participating Brands may for any reason remove Content or Publicity Materials from its platforms and other media.
- If Influencer violates this Agreement, Influencer must, upon SI and or Participating Brand’s demand, remove Content, references to Content or references to SI and/or the Participating Brand from any media under the Influencer’s control within a period of 24 hours.
- If you provide SI with any suggestions, comments or other feedback ("Feedback") relating to the Website, samples or Services, SI may use such Feedback freely and may share the same with Brand Partners. Accordingly, You agree that: (a) SI is not subject to any confidentiality obligations in respect to Feedback, (b) the Feedback is not confidential or proprietary information of You or any third party and You have all the necessary rights to disclose the Feedback to SI, and (c) You are not entitled to receive any compensation or reimbursement of any kind from SI or its Brand Partners. You agree that submission of any ideas, suggestions, documents, and/or proposals to us, including through any suggestion, feedback or forums pages is at your own risk and that we have no obligations with respect to such Feedback. You represent and warrant that you have all right necessary to submit the Feedback. You hereby grant us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sub-licensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and sublicense the foregoing rights without restriction and in all media known and later developed.
SOCIAL INSIDERS BRAND CAMPAIGN OPPORTUNITIES
- HOW IT WORKS:
- STEP 1 | EMAILED OPPORTUNITIES: SI will email out Brand Campaign Opportunities to Influencers who have opted in to receive our email newsletter and who meet our Eligibility Requirements. You are responsible for understanding which Brand Campaign Opportunity you are applying for
- Brand Opportunities Include but are not limited to:
- FREE product in exchange for review: Product will be sent you you free of charge for you to keep in exchange for you unbiased honest review of the product or service.
- Paid / Sponsored Review Campaigns: Product will be sent you you free of charge for you to keep in exchange for you unbiased honest review of the product or service as well as a previously agreed upon fee, and signed contract with additional terms and guidelines (Brand Specific/Campaign Specific).
- Coupons & Discounts to share with followers: Coupons and discounts will be distributed to selected influencers free of charge. Influencers are welcome to share the offers with their followers on blog posts and social media posts. g
- Contests & Giveaways: Offer your followers exclusive access to Brand sponsored Contests & Giveaways.
- Brand Ambassador: Become a champion for your favorite Brand. Brand ambassador relationships will require acceptance of additional contract terms, brand specific and depending.
- Social Media Amplification: Be the first to know about great products and services and let your audience in on the info. We will share promotional images and information for you to distribute to your followers.
- Brand Opportunities Include but are not limited to:
- STEP 2 | APPLY FOR BRAND CAMPAIGN OPPORTUNITIES: Influencers interested in the Brand Campaign Opportunities will apply for a chance to participate during the open application for that campaign. By applying for a Campaign Opportunity, Influencer acknowledges that:
- Influencer has the authority and ability to perform the requested service within the stated time period, as applicable.
- All submitted or published content will be in the English language or such other language as required in the Campaign Opportunity.
- Influencer will create and supply content that is unique and original and has not been published previously.
- Content or posts shall be free of typos, incorrect grammar or nonfunctioning/dead links.
- Content shall be formatted according to the guidelines provided by the campaign details/materials.
- All submitted or published content or action will be wholly original produced by the Influencer, and Participating Brand’s use thereof does not and will not infringe on any patents, copyrights, trademarks, trade secrets or other intellectual property rights or violate the rights of privacy, publicity, or other rights of any third party, nor has any claim of such infringement or violation been threatened against Influencer or others.
- Prior to accepting any Brand Campaign, Influencer will disclose any conflict of interest (e.g., if Influencer is working for a similar program for a competing Brand or is an employee of a competing Brand.)
- Brand Materials. All Brand copyrighted materials, trademarks, service marks, etc. shall remain the property of SI and/or the Participating Brand(s), and grands the Influencer a limited, revocable right throughout the Term to use its copyrighted materials, trademarks, and service marks, only to the extent expressly permitted herein or otherwise in writing.
- Influencer will comply with all reasonable and lawful requests or directions of SI and Participating Brands.
- All submitted or published content or action will be original and does not infringe on any copyright, patent, trademark, trade secret or other intellectual property right of any third party.
- All submitted or published content or action does not include or support excessive profanity, violence, racial intolerance, illegal drugs or drug paraphernalia, illegal pornography or any other content that promotes intolerance, illegal activity or infringes on the legal rights of others.
- All submitted or published content will include a FTC disclosure
- They are required to complete the short after action survey following the campaign
- Content posted for an Campaign Opportunity will remain linked and unaltered from the original submission for a minimum of 90-days in the case of a blog or 30-days in the case of a tweet and Instagram in order for the Marketplace to validate the fulfillment of the Campaign Opportunity.
- In cases such as Paid /Sponsored Content additional contracts and terms may be applied, and additional TAX information will be required.
- STEP 3 | SELECTION: Influencers that have completed the application form completely within the designated timeframe will be considered for participation. Each Campaign Opportunity will have a specified maximum number of slots available for participants. Influencers are selected on an individual basis for brand Campaigns from the pool of eligible applicants and must meet specific requirements for each campaign which may include criteria provided by SI’s clients. ONLY Influencers who meet the criteria for the Campaign Opportunity, and Eligibility Requirements will be notified via email and selected to participate in the campaign.
- STEP 4 | REVIEW: Selected Influencers for the Brand Campaign will be sent the product or service free of charge and are are encouraged to share their honest and unbiased opinion of the product or service with their followers either via blog post, social media post or word-of-mouth depending on the campaign guidelines.
- STEP 5 | POST CAMPAIGN SURVEY: After the completion of the campaign Influencers will be asked to fill out a short survey about the product or service. Failure to complete two (2) Post Campaign Surveys will make you ineligible for ALL future campaigns. No exceptions.
- STEP 1 | EMAILED OPPORTUNITIES: SI will email out Brand Campaign Opportunities to Influencers who have opted in to receive our email newsletter and who meet our Eligibility Requirements. You are responsible for understanding which Brand Campaign Opportunity you are applying for
KIT DELIVERY POLICY
- SI may use both FedEx, USPS, or other services to deliver materials to participating influencers.
- SI adheres to a strict policy of sending one Campaign Kit per household address per program, regardless of whether or not multiple qualified Influencers reside in the same household.
- SI is not responsible in the event that packages are not delivered on a scheduled date, are mis-delivered, lost, or stolen, or delivered to an incorrect address.
- SI packages our products securely and safely and are not responsible for damaged items.
- SI does not deliver to P.O. box addresses.
- Any Influencer who fails to disclose material connection between themselves and advertisers are subject to removal from the SI.
- The Federal Trade Commission requires testing program participants to disclose that they have received products for complimentary testing purposes in all reviews, social media posts, videos and blogs.
- Influencers must disclose in their reviews of the products the nature of their relationship to the product's Brand and/or advertisers. This means that if the products were sent to an Influencer for free, the Influencer must mention that they received said products for free.
- A few example disclosures (For informational purposes only):
- Writing a blog post or review online? Copy and paste this line at the top: "Social Insiders provided me with a sample of _____ in exchange for a product review. However all opinions expressed here are my own.”'
- Filming a video? Do a dramatic reading of the following: "I received these products complimentary from Social Insiders for testing purposes." You can also copy and paste that text into the "about" section of your video.
- Pinterest add #ad or #spon in the copy of a post, “#ad Try out this new Laundry Detergent”.
PRODUCTS SHOULD BE REVIEWED, NOT RESOLD
- Any items you receive as part of an SI Program (eg. free products, prizes, etc) are NOT FOR RESALE.
- All products an influencer receives from SI are meant only for the recipient to review, unless otherwise noted, as in the case where recipients are meant to share with a family member or friend or asked to hold a giveaway. In the case that an Influencer is unable to use a product, he or she may pass along to a friend. In no case is it acceptable for any Influencer to resell a product received through an SI Program either online or offline.
- If an Influencer is found to be exchanging products received via SI for cash, they will be removed from accessing all future Campaign Opportunities.
- We offer special campaign kits that contain affiliate links given to you via a unique url. Once you have been accepted into a campaign with an affiliate link, you will receive the text link, and/or banner or button links to the site. We may change the type or appearance of these links at anytime without your prior consent or notification. You may display these links throughout your site as you see fit. You may not alter, modify or expand these links in any way without our prior written consent.
- To permit accurate tracking, reporting, and referral fee accrual, you must ensure that each of the links between your site and the campaign site properly utilizes your unique URL that was provided to you upon your acceptance into the campaign. You will only earn referral fees with respect to activity on the site occurring directly through your unique URL. SI is not responsible for influencer’s failure to receive any commission due to the incorrect formatting or configuration of the unique URL. We will not be liable to you with respect to any failure by you to use your unique URL, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
PAID / SPONSORED REVIEW CAMPAIGNS
- You agree to provide SI with information to enable remittance of your earnings on the site. This information may include:
- Tax ID information of the user
- Legal name of the user
- Address of the user
- All earnings on SI which haven't been claimed within 90 days by providing such information on the website will be forfeited. The amount you earn on SI is determined based on the agreed price between you and the user administering the campaign ("Campaign Manager") when you request to join a campaign and the Campaign Manager accepts your request and rate.
- Compensation will be subject to verification and approval that Influencer performed the Services in accord to the agreed upon Scope of Work (SOW). The payment to Influencer of the required Compensation, will fully discharge all of SI and Participating Brand’s obligations hereunder SI and/or Participating Brands shall not be obligated to produce, broadcast, post, or publish any of the Content or to utilize Influencer’s Services hereunder.
- If payment is made via Paypal or another service that requires a transaction fee, the fee will be deduced from the Influencer’s commission.
- HOW IT WORKS:
ENGAGEMENT WITH ADVERTISERS
- As a condition to SI engaging with you to provide you services on behalf of Brands, you agree that you shall in no way attempt to circumvent SI to work with any Advertisers directly.
- You will not use any information you obtained from SI, the Brand, or any third party to compete with SI or in any way that would be detriment to SI.
- All Digital Influencer communications with Brands shall be through SI. Specifically, you agree not to solicit business directly from the Brand and in the event Brands contact you directly to solicit you or your services, you will notify SI immediately of such contact.
- SI understand the necessity of protection against the unfair competition of circumvention of the other party and the nature and scope of such protection has been carefully considered by each party.
- The parties further acknowledge and agree that the covenants and provisions of this section, for the consideration for disclosure of the identity of the nature of the relationship with the Brand are among the inducements of entering into an consummating any transaction contemplated as a result thereof.
- If, however, any court determines that the foregoing restrictions are not reasonable, such restrictions shall be modified, rewritten, or interpreted to include as much as their nature and scope will render them enforceable.
- The Parties understand and agree that in the event of a bread of these TOS by either party, each shall be entitled to equitable relief, including an injunction and specific performance as a remedy for any such breach, In addition to, an not exclusive of, any and all other remedies available at law or in equity, including recovery of damages.
ANTI SPAM POLICY
- It is our policy of that marketing of any of our campaigns by way of “SPAM” e-mail is prohibited.
- Any and all campaign participants who participate in the use of “SPAM” e-mailing will be removed from the SI and disqualified from any current campaigns, and ineligible for future all future campaigns.
- “SPAM”, for the purposes of this agreement is defined as the sending of unsolicited e-mail or sending of emails that are misleading, spoofed, contain misleading subject lines, contain inaccurate or misleading sender or recipient data, or violate applicable State or Federal Statute.
- For the purposes of this agreement, “SPAM” also includes similar, abusive behavior in a third party or “chat room” or website or sending of unsolicited or misleading Instant Messages, Chatroom, Newsgroup, ICQ or IRC messages. Such behavior could include automatically sending scripted text (and website URLs) disguised as “chat” or conversation into any third party chat room.
- You hereby represent, agree, and warrant that you shall only send commercial e-mail to those who opted-in and consented to receive such commercial e-mail and you further represent, agree, and warrant that as proof of the above you shall maintain, use, and update in real time an "E-Mail Database" that contains a full audit trail of all persons or entities who opted-in and consented to receive any commercial email advertisements sent by you (or at your request) during the term of this agreement including, the date of the opt-in consent, the manner, date, time, location (URL if by web form), scope, and method of the opt-in consent, the e-mail address (and PII and/or Static IP address if obtained) that opted-in, and all the emails sent to such e-mail address, and requests to opt-out by such e-mail address along with the manner, date, time, location (URL if by web form), scope, and method of such opt-out. You hereby agree to act expeditiously to remedy any and all complaints of spam or unsolicited commercial e-mail, including but not limited to, opting-out such persons from receiving further emails from you. You further agree to fully and immediately respond to any and all requests or queries we make of you requesting information and/or written reports of data located in the E-Mail Database. In addition, you agree to make immediately available to us for inspection and querying, upon our demand of you during the term of this agreement and for five years after termination, the E-Mail Database in a usable and secure manner remotely or in person at our discretion. You also agree to preserve the integrity of the data in the E-Mail Database, to, amongst other things, provide evidence of opt-in consent of all e-mails sent during the term(s) of this agreement, and all such E-Mail Database data will be preserved (and not erased or destroyed) during the term of this agreement and for at least five years thereafter.
WARRANTY & DISCLAIMERS
- It should be noted that the site or services may contain, or direct you to sites containing, information that some people may find offensive or inappropriate. We make no representations concerning any content contained in or accessed through the Site or Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Services.
- You hereby accept and agree that it is beyond our control:
- To limit which users gain access to the Site or use the Services;
- What effects the content may have on you;
- How you may interpret or use the Content; or
- What actions you may take as a result of having been exposed to the Content
- You release us from all liability for you having acquired or not acquired Content through the Site or the Services.
- SI is a distributor only. Products distributed by SI are not manufactured by SI. The products may, however, be covered by each manufacturer's warranty, service, and support policy (if present). SI assigns and passes through to the customer any warranty of the manufacturer, and you acknowledge that you shall have recourse only under such warranties and only as against the manufacturer of the products.
- SI makes no representation of express warranty with the respect to the product except those stated in this document. THE SERVICE, CONTENT, AND SITE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
SURVEYS & SWEEPS
- Surveys and sweepstakes/giveaways sponsored by SI or Brands/clients may be made available to SI Influencers. Visiting our sites or using them as an Influencer is not conditional on your participation in these surveys or sweepstakes.
- All sweepstakes will be accompanied by individual terms and conditions for entry.
LINKS & FRAMINGS
- Illegal and/or unauthorized uses of the Services, including unauthorized framing of or linking to the Sites will be investigated, and appropriate legal action may be taken.
- Some links, however, are welcome to the site and you are allowed to establish hyperlink to appropriate part within the site provided that: (i) you post your link only within the forum, chat or message board section; (ii) you do not remove or obscure any advertisements, copyright notices or other notices on the placed at the site; (iii) the link does not state or imply any sponsorship or endorsement of your site and (iv) you immediately stop providing any links to the site on written notice from us.
- You must check the copyright notice on the homepage to which you wish to link to make sure that one of our content providers does not have its own policies regarding direct links to their content on our sites.
- The Services may contain links to third-party websites. When you click on a link to a Third-Party Website, we will not warn you that you have left the services and are subject to the terms and conditions (including privacy policies) of another website or destination. The Third-Party Websites are not under the control of SI. SI is not responsible for any Third-Party Websites. We provide these Third-Party Websites only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or their products or services. You use all links in Third-Party Websites at your own risk. You should review applicable terms and policies, including privacy and data gathering practices, of all Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any translation with any such third party.
- You must not republish, sell, rent or sub-license any materials from this website including republication on another website; you must not reproduce, duplicate, copy or otherwise exploit material on our website for a commercial purpose.
- You must not use our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
INTELLECTUAL PROPERTY RIGHTS
- The Web allows people throughout the world to share valuable information, ideas and creative works. To ensure continued open access to such materials, we all need to protect the rights of those who share their creations with us. Although we make the Site freely accessible, we don't intend to give up our rights, or anyone else's rights, to the materials appearing on them. The materials available on the site shall remain the property of SI and/or it's licensors, and are protected by copyright, trademark and other intellectual property laws. You acquire no proprietary interest in any such rights. Furthermore, you may not remove or obscure the copyright notice or any other notices contained in the site or anything retrieved or downloaded from them.
- You hereby acknowledge that all rights, titles and interests, including but not limited to rights covered by the Intellectual Property Rights, in and to the site, and that You will not acquire any right, title, or interest in or to the site except as expressly set forth in this Agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any of our services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto.
- "Public Content" refers to information that you submit or post to or through the site and/or service for public display, such as photos, comments, reviews, and your public profile information. By submitting Public Content or any other content on the site or otherwise through the service, you hereby do and shall grant SI a worldwide, non-exclusive, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, copy, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the contents in connection with the site, the service and SI's (and its successors and assigns') business, including without limitation for promoting and redistributing part or all of the site (and derivative works thereof) or the service in any media formats and through any media channels (including, without limitation, third party websites, and feeds). You also hereby do and shall grant each user of the site and/or the service a non-exclusive license to access your content through the site and the service, and to use, edit, modify, reproduce, distribute, prepare derivative work of, display and perform such content in connection with their use of the site and service.
- “Publicity Materials”. During the Term and thereafter, Influencer grants to SI and Participating Brands a non-exclusive, worldwide, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to copy, display, distribute and otherwise use Influencer’s name, signature, and likeness (collectively, Influencer’s “Likeness”), and Influencer’s domain names, trademarks and logos (collectively, Influencer’s “Marks”) to promote the Content and Influencer’s relationship with SI and/or Participating Brands. Together, the Likeness and Marks shall be referred to herein as “Publicity Materials.”
- Influencer agrees that SI and Participating Brands by use Influencer’s Publicity Materials under this Agreement in whole or in part and may alter them, provided their general sense is not changed.
- Influencer agrees that SI and Participating Brands may copy, display, distribute, and otherwise use Influencer’s Publicity Materials in perpetuity after the Term has expired.
- Influencer acknowledges and agrees that Publicity Materials that SI and/or Participating Brands distributes to third parties or in third party platforms may be retained by those third parties and made available by them indefinitely. Influencer agrees that Company shall have no obligation or responsibility with respect to such Publicity Materials in a third party’s custody or control.
- Influencer agrees that Influencer shall have no right to review Publicity Materials before Company uses them. Influencer irrevocably releases and forever discharges Company, and it’s directors, officers, employees, shareholders, affiliates, successors, and assigns from all actions, causes of action, suits, claims and demands whatsoever which Influencer may have against any of them that are related to use of Publicity Materials in accordance with this Agreement.
- You agree not to disclose information you obtain from us and or from our clients, advertisers, or suppliers. Influencer shall not disclose any of SI or Participating Brand’s confidential information without prior written consent. Such information shall include the financial terms and other information about the Influencer’s Services. All non-public, confidential or proprietary information of the Company's (“Confidential Information”), including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Company to Influencer, whether disclosed orally or disclosed or accessed in writing, electronic, or other form of media, and whether or not marked, designated, or otherwise identified as “confidential”, in connection to this Agreement is confidential, solely for Influencer’s use in performing this Agreement and may not be disclosed or copied unless authorized by SI or Participating Brand in writing. Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of Influencer’s breach of this Agreement; (ii) is obtained by Influencer on a non-confidential basis from a third- party that was not legally or contractually restricted from disclosing such information; or (iii) Influencer establishes by documentary evidence, was in Influencers procession prior to SI or Participating Brand’s disclosure hereunder. Upon SI or Participating Brands request, Influencer shall promptly return all documents and other materials received from SI and or Participating Brands.
- All information submitted to by and end-user customer pursuant to a Program is proprietary information of SI. Such customer information is confidential and may not be disclosed.
- Persons accessing SI agree not to reproduce, disseminate, sell, distribute or commercially exploit any such proprietary information in any manner.
NON-ASSIGNMENT OF RIGHTS
- Your rights of whatever nature cannot be assigned nor transferred to anybody, and any such attempt may result in termination of this Agreement, without liability to us. However, we may assign this Agreement to any person at anytime without notice.
LIMITATION OF LIABILITY
- IN ALL CIRCUMSTANCES SI MAXIMUM LIABILITY IS LIMITED TO $100
- SI SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE UPON A CLAIM OR ACTION IN CONTRACT, TORT, INDEMNITY OR CONTRIBUTION, OR OTHER CLAIMS RELATING TO THE PRODUCTS IT SELLS WHICH EXCEEDS THIS LIABILITY LIMIT, SI SHALL NOT BE LIABLE FOR THIRD PARTY CLAIMS FOR DAMAGES AGAINST THE CUSTOMER, OR FOR MALFUNCTION, DELAYS, LOSS OF BUSINESS, LOSS OR DAMAGE TO EXEMPLARY DAMAGES, WHETHER OR NOT SI HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH CLAIMS OR DAMAGES.
- Influencer shall defend, indemnify and hold harmless SI and its Participating Brands, and their directors, officers, and employees, from and against any and all damages, costs, judgments, penalties and expenses of any kind (including reasonable attorney fees and costs) arising out of any action or proceeding by any third party bases upon: (i) Influencers breach of this Agreement, (ii) and Content, information, work product or material supplied, uploaded or posted by an Influencer; (iii) the infringement of the rights of any person or entity related to the use of any Content of Publicity Materials under this Agreement; or (iv) Influencer’s negligence, fraud, or willful misconduct.
- Influencer will give SI prompt written notice of any claim that any Content or Publicity Material infringes the rights of a third party.
- We make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
- We may change, restrict access to, suspend or discontinue the site or any part of it at any time.
- The information, content, and services on the site are provided on an "as is" basis. When you use the site and or participate therein, you understand and agree that you participate at your own risk.
WAIVER AND SERVICEABILITY OF TERMS
- Failure on SI to insist upon strict performance of any of the terms, conditions and covenants hereof shall not be deemed a relinquishment or waiver of any rights or remedy that we may have, nor shall it be construed as a waiver of any subsequent breach of the terms, conditions or covenants hereof, which terms, conditions and covenants shall continue to be in full force and effect. No waiver by either party of any breach of any provision hereof shall be deemed as a waiver of any subsequent or prior breach of the same or any other provision.
- In the event that any provision of these Terms and Conditions is found invalid or unenforceable pursuant to any judicial decree or decision, such provision shall be deemed to apply to the maximum extent permitted by law, and the remainder of these Terms and Conditions shall remain valid and enforceable according to its terms.
- This agreement shall be governed by and construed in accordance with the substantive laws of California, without any reference to the conflict-of-laws principles. The agreement describes and encompasses the entire agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings with respect to the Site, the content and materials provided by or through the Site, and the subject matter of this agreement.
CHOICE OF LAW JURISDICTION; FORUM
- Any dispute, controversy or difference which may arise between the parties out of, in relation to or in connection with this agreement is hereby irrevocably submitted to the exclusive jurisdiction in the courts of San Jose, California, to the exclusion of any other courts without giving effects to its conflict of laws provisions or your actual state or country of residence.
- This Agreement will remain in full force and effect when you use the Website. You may unsubscribe from our emails at anytime. We may terminate your subscription to our emails for any reason at any time. Even after your subscription is terminated, certain sections of this Agreement will remain in effect.