INFLUENCER LTD: CONTENT CREATOR TERMS AND CONDITIONS

1.INTRODUCTION
1.1 We are INFLUENCER LTD (company number 9589798) whose registered office is at 90 Long Acre, London,England, WC2E 9RA, United Kingdom. Our platform (“Platform”) enables content creators registered on the Platform (“you”, “your” or “Content Creators”) to contact, and be contacted by brands (“Brands”) registered on the Platform giving you the opportunity to engage with them when they run Campaigns (as defined below).

1.2. By ticking “Accept” where indicated, applying for an account on the Platform (“Content Creator Account”) or by using the Platform, you agree that you shall be bound by these terms and conditions (“Terms”) in consideration of and in relation to your use of the Platform, our provision of it and our provision of the services and functionality as set out in these Terms (“Services”). Please read these Terms carefully as they contain important information about your rights and responsibilities when using the Platform and Services.

1.3. In consideration of us providing the Services and making the Platform available to you, you provide us details when applying for a Content Creator Account which we may publish on the Platform.
2. PLATFORM
2.1 In order to use the Platform and the Services, and when applying for a Content Creator Account, you will be required to provide us with certain details, as indicated on the Platform. We shall be under no obligation to accept an application from you and any application shall only be accepted following our written confirmation that the application has been successful. You must treat your login details (including any password) as confidential and not disclose them to any third party.

2.2 You may also be placed on a waiting list which shall not be construed as a rejection or acceptance of the offer, instead we may confirm in writing acceptance of your offer has been successful at some point in the future. Following our acceptance of your application, your Content Creator Account will become live and a contract is formed between you and us, which shall be subject to these Terms (“Contract”).

2.3 Brands will upload advertising and marketing campaigns using the Platform (“Campaigns”) in relation to which they would like Content Creators to upload social media content (“Content”). In uploading a Campaign the Brand will add certain details and criteria as indicated on the Platform including but not limited to:
   2.3.1 a Campaign brief;
   2.3.2 social media platform targets;
   2.3.3 the deadline for applications for each Campaign (“Application Deadline);
   2.3.4 the deadline by which time you must have submitted a draft Content to the Brand for approval (“Draft Deadline”); and
   2.3.5 the date following or on which you are to upload your Content to your social media accounts (“Campaign Live Date”).

2.4 A “Proposal” is an offer either by you to a Brand or from a Brand to you setting out the basis on which you will contract with the Brand in relation to a Campaign including:
   2.4.1 the number of Content you will upload; and
   2.4.2 the fee due to you (“Content Creator Fees”).

2.5 A Brand can choose for a Campaign to be: “closed” whereby only a Brand can send Proposals to Content Creators; or “open” whereby the Brand can send Proposals to Content Creators and any Content Creators can send Proposals to the Brand (these must be submitted by the Application Deadline).

2.6 The Platform facilitates the negotiation between you and the Brand regarding the terms of a Proposal. We shall have no involvement with such negotiations, any terms agreed or any involvement generally in the contractual relationship between you and the Brand. The “Campaign Agreement” is your contract with the Brand regarding your participation in their Campaign.

2.7 A Brand can upload additional documents for use in each Campaign. We have not and will not in any way review or approve these documents and we make no representation or warranty as to their contents or suitability and you need to conduct your own due diligence and obtain independent legal advice before agreeing to them.

2.8 Once you agree the terms of the Proposal with the Brand, you must submit a draft Content to the Brand via the Platform in accordance any Draft Deadlines. The Brand can either approve or reject (with your comments) your draft Content. If the Brand:
   2.8.1 approves the draft Content, you shall upload the approved Content onto the agreed social media platform on or after the Campaign Live Date    (as set out in the Campaign Agreement); or
   2.8.2 rejects the draft Content, you must amend the draft Content in accordance with the Brand’s comments and re - submit it.

2.9 You acknowledge and agree that we may propose your services to a Brand outside of the Platform where applicable and may, with your consent, contract on behalf of the Brand with You in respect of those services and in connection with a proposed Campaign Agreement and such agreement will be on the Terms and Conditions set out herein or as amended in a separate variation letter where applicable.
3. YOUR OBLIGATIONS
3.1 You agree that all information you submit when creating your Content Creator Account or otherwise make available through the Platform is accurate, complete and not misleading, and that you shall immediately inform us of any changes or inaccuracies to such information.

3.2 You represent and warrant on an on-going basis that your use of the Services and Platform and each of your Content does not infringe the rights of any other person or body and complies with all applicable laws, regulations, codes and standards, including without limitation all applicable advertising standards and regulations concerning sponsored or advertorial content. Such obligation includes but is not limited to a responsibility on you to ensure that any Content include the necessary hash tag requirements that exist in respect of all applicable advertising standards and regulations.

3.3 You agree to promptly provide us with all such assistance and information in relation to the Services as we may reasonably request from time to time.

3.4 You agree that you shall not do any of the following without our prior written consent, either solely or jointly with or on behalf of any third party directly or indirectly:
   3.4.1 reproduce or copy information or material from the Platform or any other material sent or made available to you by us or by a Brand    (“Material”) or create derivative works from, modify or in any way commercially exploit any of the Material;
   3.4.2 distribute, transmit or publish any of the Material (including using it as part of any library, archive or similar service); or
   3.4.3 create a database in electronic or structured manual form by downloading and storing all or any of the Material for any purpose whatsoever.

3.5 Except as expressly set out in these Terms you undertake that you shall not either solely or jointly with or on behalf of any third party directly or indirectly:
   3.5.1 attempt to copy, duplicate, adapt, modify, create derivative works from or distribute all or any portion of the Platform or the Services;
   3.5.2 rent, lease, sub-license, assign, sell, encumber, loan, translate, merge, adapt, vary or modify the Platform or the Services;
   3.5.3 attempt to re-use, reproduce, reverse compile, disassemble, reverse engineer, attempt to discern any software, including source code, used    by or otherwise relating to the Platform or the Services or otherwise reduce to human-perceivable form all or any part of the Platform or the    Services;
   3.5.4 use the Platform or the Services on behalf of any other party nor allow or permit a third party to do so or to have access to the Platform or the    Services;
   3.5.5 do (or by omission do) anything which may damage our reputation;
   3.5.6 access, store, distribute or transmit any viruses, during the course of your use of the Platform or the Services;
   3.5.7 remove or alter any copyright or other proprietary notice on any of the Platform or the Services;
   3.5.8 access or use all or any part of the Platform or the Services in order to build a product or service which competes with the Platform or the    Services; or
   3.5.8 impersonate another person or use a name you are unauthorised to use or try to mislead others as to your identity.

3.6 You undertake that you shall not access, store, distribute or transmit any material during your access to the Platform or the Services, in relation to your Content or in relation to your relationship with the Brand that:
   3.6.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
   3.6.2 facilitates illegal activity;
   3.6.3 depicts sexually explicit images;
   3.6.4 promotes unlawful violence;
   3.6.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
   3.6.6 in manner or content is otherwise illegal or causes damage or injury to any person or property.

3.7 In the event of a breach by you of clauses 3.5 or 3.6 we reserve the right, without liability or prejudice to our other rights under these Terms, to:
   3.7.1 disable your access to the Platform or the Services; or
   3.7.2 remove from the Platform any Content that we believe, acting reasonably breaches clause 3.6,and in such circumstances no compensation    will be payable to you.

3.8 You must have a valid and live account for those social media platforms that you register when creating your Content Creator Account. Your social media platform accounts and your use of them, or any of the services provided by the relevant social media platform will be governed by their terms of use. When using each applicable social media platform, you must do so in accordance with their terms of use.
4. OUR RESPONSIBILITIES
4.1 We shall have no responsibility for any act or omission of any Brand in any way whatsoever, including their compliance with any Campaign Agreement or the processes set out in these Terms.

4.2 We do not warrant that the use of the Services or the Platform will be uninterrupted or error-free and you acknowledge that we may make changes to the Platform, or suspend or terminate the Platform or Services or your access to them for any reason without notice to you.

4.3 We do not guarantee that the Services or the Platform will be secure or free from bugs or viruses. You are responsible for configuring your information technology, mobile device, computer programs and platform in order to access the Platform.

4.4 We assume no responsibility and shall not be liable for any loss or damage caused by a virus, or other technologically harmful material that may infect your computer or other equipment or other property on account of your access to, use of, or browsing of the Platform or any website linked to it.
5. FEES AND PAYMENT
https://stripe.com/ie/connect-account/legal (“Terms of Service”). By agreeing to these Terms, you agree to be bound by the Terms of Service, as the same may be modified by the Payment Processor from time to time. As a condition of us enabling payment processing services through the Payment Processor, you agree to provide us with accurate and complete information about you, and you authorise us to share it and transaction information related to your use of the payment processing services provided by the Payment Processor.

5.1 In relation to each Campaign, the Brand pays to us a commission on the Content Creator Fees as consideration for the services we provide to the Brand (“Commission”).

5.2 We will take payment of the Content Creator Fees under our agreement with the Brand however, we will not be responsible for late or non payment of the Content Creator Fees by the Brand.

5.3 Unless otherwise agreed by us and in writing, the “Talent Fee” will be 90% of the agreed Content Creator Fees. If you are VAT registered, the Talent Fee will be exclusive of VAT and the VAT will be added to the amount payable to you (if applicable).

5.4The Talent Fee for all Content will be payable by us to you no later than 30 days following the relevant Content being uploaded, subject to our receipt of the Content Creator Fees from the Brand. The Talent Fee will be paid in pounds sterling.

5.5 You will be responsible for accounting and making the appropriate VAT, income tax, National Insurance and social security contributions, assessment and payments in relation to any amounts received by you under the Contract or the Campaign Agreement.

5.6 You will be responsible for all costs and expenses incurred by you in the performance of the Contract or any Campaign Agreement.

5.7 Payment processing services on the Platform are provided by such payment processor as we use from time to time (“Payment Processor”) and are subject to the Payment Processor terms of service found at the following hyperlink:
https://stripe.com/ie/connect-account/legal (“Terms of Service”). By agreeing to these Terms, you agree to be bound by the Terms of Service, as the same may be modified by the Payment Processor from time to time. As a condition of us enabling payment processing services through the Payment Processor, you agree to provide us with accurate and complete information about you, and you authorise us to share it and transaction information related to your use of the payment processing services provided by the Payment Processor.
6. INTELLECTUAL PROPERTY & DATA PROTECTION
6.1 We, and / or our licensors, own the copyright and all other intellectual property rights (including but not limited to copyright, database rights, design rights (registered and unregistered) and trade marks) (“Intellectual Property Rights”) in the Platform and the Services and your only right to use such rights is as set out in these Terms, any other use by you is prohibited.

6.2 The ownership of Intellectual Property Rights and all other rights in all Content shall be in accordance with the relevant Campaign Agreement.

6.3 You hereby grant to us a perpetual, non-exclusive, irrevocable, sub-licensable, royalty-free licence to use, for promotional and marketing purposes, all content and materials and all Intellectual Property Rights and all other rights in:
   6.3.1 all Content that you upload in connection with this Contract and/or a Campaign Agreement and any other social media content that you    upload directly to your social media accounts; and
   6.3.2 any other details and information you give to us during your use of the Platform and Services,and you warrant that our use of the licence in    this clause 6.3 shall not infringe the Intellectual Property Rights or other rights of any third party. This licence shall survive termination of the    Contract.

6.4 Your name and related information provided in association with any content produced by you, can be used by the Brand in connection with their general marketing activities to the extent the use relates to the Campaign that the Content related to.

6.5 Unless otherwise agreed by you and the Brand in any Campaign Agreement, in relation to all Campaign Agreements you hereby grant to all Brands to which such Campaign Agreements relate, a perpetual, non-exclusive, irrevocable, sub-licensable, royalty-free licence to use on such Brand’s websites, social media accounts and e-mail marketing, all Content and all Intellectual Property Rights and all other rights in such Content that you upload in connection with such Campaign Agreement.

6.6 Our privacy policy contains details of how we use the information we hold about you and can be found at on the Platform or such other website address as may be notified to you from time to time. You agree we can use such information in accordance with our privacy policy.

6.7 If we process any personal data on your behalf when performing our obligations under the Terms, you and we record our intention that (save as set out in our privacy policy) you shall be the data controller and we shall be a data processor and in any such case:
   6.7.1 you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you are located in    order to carry out the Services and our other obligations under the Terms;
   6.7.2 you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the    personal data in accordance with these Terms on your behalf;
   6.7.3 you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as    required by all applicable data protection legislation; and
   6.7.4 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or    its accidental loss, destruction or damage.
7. Termination
7.1 We may terminate the Contract and/or deactivate your Content Creator Account immediately for any reason without giving you notice.

7.2 You can terminate the Contract for any reason on giving us 1 months written notice.

7.3 You may terminate the Contract with us if we have committed a material breach of these Terms and fail to rectify such breach within 30 days of notice from you and provided that in such notice you clearly indicate your intention to terminate the Contract with us if we fail to rectify the breach.

7.4 Termination of the Contract, however arising, shall not affect or prejudice the accrued rights of us or you as at termination or the continuation of any provision expressly or by implication intended to survive termination.

7.5 On termination of the Contract (for any reason):
   7.5.1 you shall (subject to any temporary use or engagement we allow at our discretion in relation to any existing Campaigns) stop all use of the    Platform and engagement with Brands;
   7.5.2 the accrued rights of us or you as at termination or the continuation of any provision expressly or by implication intended to survive    termination shall not be affected or prejudiced; and
   7.5.3 we shall have the right to delete any or all of the information you have uploaded to the Platform during the term of the Contract.
8. CONFIDENTIALITY
8.1 You undertake that you shall keep secure and not at any time disclose to any person any information relating to us or any of the Brands which we reasonably consider to be confidential, including but not limited to details of our relationships with or knowledge of the requirements of the Brands; details of our, or the Brands business methods, finances, prices or pricing strategy, marketing or development plans or strategies and any other information made available to you via the Platform or Services which is or ought reasonably to be considered confidential in nature (“Confidential Information”) without our prior written consent, except as permitted by clause 8.2.

8.2 You may disclose Confidential Information as required by law or to your employees, officers, sub-contractors, representatives or advisers who need to know such information for the purposes of carrying out your obligations under the Contract, provided that you shall ensure that such employees, officers, sub-contractors, representatives and advisers comply with this clause 8.

8.3 You shall not use the Confidential Information for any purpose other than to perform your obligations under the Contract.
9. COMPETITION
9.1 For the duration of the Contract (and, if longer, for one year following any Campaign Agreement), you shall not attempt to engage (whether directly or indirectly) any Brand that you have had contact with via the Platform, other than through us or the Platform without our prior written consent.

9.2 For each Campaign, the Brand has the ability to impose a non-compete obligation on every Content Creator that enters into a Campaign Agreement. If the Brand has activated the non-compete obligation and you enter into a Campaign Agreement in respect of a Campaign, you agree that you shall not be involved in activities whether online or otherwise in connection with any business involved in the manufacture or supply of goods or services which may compete with the goods or services to which the Campaign related. Such non-compete restriction shall continue for a period of 30 days after the Content has been uploaded, or if no Content is uploaded, for 30 days after the Campaign Agreement has been entered into.
10. INDEMNITY
10.1 You agree to indemnify us and keep us indemnified against all and any expenses, losses, liabilities, damages, costs (including reasonable legal costs) incurred or suffered by us in relation to any claims or proceedings, which arise in any way from:
   10.1.1 your use of the Platform and the Services;
   10.1.2 any breach by you of these Terms;
   10.1.3 any use of the Platform or the Services by anyone using your Content Creator Account; or
   10.1.4 any claim made by a Brand concerning your interaction with them.

10.2 This clause 10 shall survive termination of the Contract.
11. LIABILITY
11.1 Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

11.2 To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to this Contract or the Platform or the Services, whether express or implied and the Platform and the Services are provided on an “as is” basis.

11.3 We shall not be liable whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any loss of profits, reputation, business, goodwill, data, or for any special, indirect or consequential loss, costs or damages, whether it is foreseeable, known, foreseen or otherwise, under or in connection with these Terms. This exclusion of liability shall apply to all such losses whether they are direct, indirect or consequential losses.

11.4 Subject to clauses 11.1 and 11.3, our total aggregate liability in contract, tort (including negligence), breach of statutory duty, or otherwise, under or in connection with the Platform, Services or this Contract shall be limited to the Commission paid to us by the Brand in relation to Content uploaded by you.

11.5 We provide a facilitation Platform for Brands and Content Creators, we do not represent, investigate, or contract on behalf of any Brands. As such, by entering into a Campaign Agreement you agree that our only responsibility is as set out in clause 11.6 below and that we are not responsible for and shall not be liable to you, or to any third party, in relation to a Campaign, any Content, or for any acts or omissions of a Brand. We will not carry out any checks in relation to Brands and shall in no way be responsible or liable for their acts or omissions or for any damage or problem caused by them. You must conduct your own due diligence and enquiries before entering into any Campaign Agreement. Our only obligation to you in relation to this shall be to provide you with the assistance set out at clause 11.7 below. You accept all risks in relation to the Brands and your contributions to Campaigns.

11.6 To the extent we are in breach of this Contract, the only liability we may have to you in relation to a Campaign or a Brand shall be:
   11.6.1 to the extent that we make any errors or provide inaccurate information concerning a Brand, provided the error or inaccuracy was entirely    our mistake and not the mistake of the Brand;
   11.6.2 to the extent that we make any error in relation to the Campaign itself again provided such error was our mistake and not the mistake of the    Brand; or
   11.6.3 to the extent that we misappropriate or mislay Talent Fees paid by the Brand and held by us for you.

11.7 Where there is any dispute between you and a Brand regarding a Campaign Agreement, we shall provide such assistance to you as we consider to be reasonable in the circumstances, but we will not be responsible for resolving or mediating such dispute. Any such disputes must be taken up by you with the relevant Brand who is responsible directly to you for such matters. We shall only refund, distribute, recover or assist in the recovery of any Talent Fees at our sole discretion, and otherwise shall have no responsibility for such except under clause 11.6.3.
12. CONTACT
12.1 If you wish to contact us in writing, or if any clause in these Terms requires you to give us notice in writing (for example, to terminate the Contract), you can send this to us by email to contact@influencer.com.

12.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by sending a notification to your Content Creator Account.
13. OTHER IMPORTANT TERMS
13.1 You must be 18 years of age to use the Platform. We reserve the right to terminate the Contract and deactivate your account in accordance with clause 7 if we discover you are under 18.

13.2 We shall not be in breach of our responsibilities under these Terms nor liable for any delay in performing, or failure to perform, any of our responsibilities under these Terms if such delay or failure results from events, circumstances or causes beyond our reasonable control.

13.3 We shall be entitled to change these Terms at any time in our sole discretion by providing an updated copy of these Terms on the Platform. For the avoidance of doubt, your use of the Platform following any update to these Terms shall be deemed as acceptance of those updates which (following such acceptance) shall apply to the Contract with effect from the day they were uploaded to the Platform. Any other variation of the Contract (other than as permitted under these Terms), shall only be effective if it is agreed in writing and signed by us.

13.4 Nothing in these Terms are intended to, or shall be deemed to, establish any partnership or joint venture between you and us, constitute either you or us as the agent of the other, or authorise either you or us to make or enter into any commitments for or on behalf of the other.

13.5 We may transfer our rights and obligations under these Terms to a third party. You are not entitled to assign or transfer your rights or obligations under these Terms unless we consent in writing.

13.6 The Contract is between you and us. No other person shall have any rights to enforce any of its terms and for the avoidance of doubt, the Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms.

13.7 The Contract constitutes the entire agreement between you and us in relation to your use of the Platform and the Services.

13.8 Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.

13.9 If we fail to insist that you perform any of your obligations under these the Contract or in law, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

13.10 The Contract shall be governed and interpreted in accordance with English law. You and we both agree to submit to the exclusive jurisdiction of the English courts.