A. INFLUENCER LIMITED (company number 9589798) with registered office is at Floor 2, 51-53 Great Marlborough Street, London, England, W1F 7JT (“IFL” “us” “our” such expressions including any successors in title and assigns) is an influencer marketing company that engages brands and content creators in connection with influencer marketing campaigns and related services. 

B. You (“you”) wish to register to IFL’s proprietary influencer Platform to participate in campaigns or, in the case of a manager and/or an agency (where applicable), so that your Represented Creator can participate in such campaigns. 

C. By ticking “Accept” where indicated, registering an account on the Platform or by using the Platform, you and/or Represented Creator (as applicable) understand and agree that you shall be bound by these Framework Terms.D. Please read these Framework Terms carefully as they contain important information about your and/or your Represented Creator (as applicable) rights and responsibilities when using the Platform.

D. Please read these Framework Terms carefully as they contain important information about your and/or your Represented Creator’s (as applicable) rights and responsibilities when using the Platform.

A. IFL is an influencer marketing company that connects brands and content creators in connection with influencer marketing campaigns and related services. 
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B. You wish to register to IFL’s proprietary influencer Platform to participate in campaigns or, in the case of a manager and/or an agency (where applicable), so that your Represented Creator can participate in such campaigns.
 
C. These terms and conditions form the agreement between you and IFL, or as the case applies, between, on the one hand, IFL, and, on the other, Agent and its Represented Creator, in connection with the participation of any Campaign(s) through our Platform.

1.1 The defined terms in these terms and conditions shall have the following meanings:
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‍Agent: means the manager, agent, or appointed representative of Represented Creator. 
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Agreement: means the binding agreement between IFL and you, or as the case applies, between IFL, Agent and its Represented Creator, which is made up of these Framework Terms together with each applicable Work Order as agreed between the parties from time to time. For clarity, each agreed Work Order shall form a separate Agreement incorporating these Framework Terms. 
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‍Brand: means the brand that you are promoting as part of the Services, or as the case applies, that Agent and its Represented Creator are promoting as part of the Services, in relation to an influencer marketing Campaign as detailed in a Work Order.
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‍Change(s): means any changes required by IFL and/or Brand in connection with a Deliverable (or Deliverables) provided by you, Agent and/or Represented Creator (as applicable) further to a Work Order in accordance with clause 7.4. 
 
‍Campaign(s): means the influencer marketing campaign (or campaigns) involving a Brand and you, or as the case applies, involving a Brand and Agent and/or its Represented Creator, as detailed in each Work Order. 
 
‍Campaign Term: means the duration of the applicable Campaign as detailed in each Work Order.
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‍Confidential Information: means confidential and proprietary information and trade secrets, including without limitation, software and hardware designs and specifications, equipment, software (including not by way of limitation source and binary code), plans, drawings, data, prototypes, discoveries, research, developments, processes, procedures, intellectual property and information relating to customers, marketing plans and future products, business data, internal organizational structure, methods of operations, business processes, forecasts, and financial information and such other information disclosed pursuant to conditions of confidentiality, whether disclosed prior to, upon or after execution of this Agreement.
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‍Deliverables: means the proceeds of your, or as applicable, Agent and its Represented Creator's, Services as required in connection with each Campaign and as detailed in each Work Order. 
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‍Fees: means the applicable compensation in connection with a Campaign as set out in a Work Order and payable in accordance with clause 7.  
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‍Framework Terms: means these terms and conditions.
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‍IFL Affiliate: means any affiliate or group entities of IFL, including without limitation Influencer Labs Inc, and, in each case, each of its respective successors, and/or assigns.
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‍IFL Materials: means any materials or information owned by or licensed to IFL and/or Brand that are provided to you, or as applicable, are provided to Agent and its Represented Creator, and each of your, or as applicable each of Agent’s and/or its Represented Creator's, respective associates in connection with this Agreement.
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‍Intellectual Property Rights: means any and all present and future, patents, inventions, know-how, trade secrets and other confidential information, trademarks, service marks, logos, emblems, badges, mascots, insignia, identifying music and sounds, get-up, domain names, business names, trade names, moral rights, performance rights, registered designs, copyrights, database rights, the sui generis rights of extraction relating to databases, design rights and other intellectual property rights of whatever nature, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world.
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‍Media: any website, social media platform or place where Deliverables are posted and/or displayed including but not limited to those specific sites detailed in each Work Order. 
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‍Personal Data: has the meaning given to such term in the UK GDPR and includes any other information which is subject to other data protection, privacy or similar laws or regulations as may be applicable. 
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‍Platform: means IFL’s proprietary technology which enables registered content creators to engage in commercial opportunities with Brands, namely execute Campaigns and facilitate Deliverable submissions, approval, and performance.

‍Process: has the meaning given to such term in the UK GDPR.  
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‍Represented Creator: means those content creators that Agent represents and that Agent is authorised to act for and on behalf of in connection with procuring commercial opportunities, namely in connection with the Campaign(s), and which Agent wishes to register to the Platform and/or to perform the Services as required in each Work Order. 
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‍Services: means the services that you, or as applicable, that Agent and its Represented Creator are required to provide in connection with a Campaign (including but not limited to the provision of the Deliverables) as detailed in each Work Order. 

‍Term: means the duration of Agreement between IFL and you or, as applicable, between IFL, on the one hand, and Agent and its Represented Creator, on the other, as detailed in clause 3.1.
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‍Territory: means the territory applicable to each Agreement as detailed in a Work Order. 
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‍UK GDPR: means the version of the European General Data Protection Regulation (2016/679) retained in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act of 2018. 
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‍Work Order: means the statement of work or creator brief accessed and agreed between the parties from time to time through the Platform which shall include (without limitation): (i) the scope and details of each Campaign(s); (ii) the required Services in relation to each Campaign(s); (iii) the commercial terms of the Agreement as relevant to each Campaign(s), including but not limited to details such as Fees, Deliverables, usage rights and related usage periods, exclusivity, relevant media channels and Campaign Term(s).

2.1 The Parties have agreed to work together on these Framework Terms.
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2.2 From time to time, the Parties may agree a Work Order through the Platform.  
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2.3 Each Work Order shall be accessible and agreed through our Platform and shall integrate these Framework Terms. These Framework Terms shall also apply to any provision of services by IFL to you.

3.1 The Term of our Agreement shall begin on the date set out in a Work Order and shall continue, subject to clause 3.2, unless terminated in accordance with clause 12.  
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3.2 Unless this Agreement is terminated in accordance with clause 12, this Agreement shall expire at the end of a Campaign Term as set out in a Work Order. If this Agreement is due to expire or terminate during a Campaign Term, the Term of this Agreement shall automatically be extended until the end of such Campaign Term. For further clarity, you may not end this Agreement whilst a Campaign Term is still live unless clause 12 applies.

4.1 In consideration of your Services, or as the case applies, in consideration of Agent’s and/or Represented Creator's Services, IFL shall pay the Fees as set out in a Work Order in accordance with clause 7 to an account chosen by you or, as applicable, to the account chosen by Agent or by Represent Creator.

4.2 During the Campaign Term, you agree to provide the Services described in a Work Order or, where applicable, Agent shall procure that Represented Creator provides the Services as described in a Work Order, time being of the essence, with all reasonable and due care and skill and subject to the terms of this Agreement.

5.1 You, or as applicable, Agent and its Represented Creator, agree to co-operate with and act in good faith towards IFL and, where necessary, provide such materials including those Deliverables listed in the Work Order as IFL require to incorporate into the Services or IFL requires to carry out its obligations.

5.2 You, or as the case applies, Agent and its Represented Creator, agree to keep the applicable page and/or profile on which the Deliverables are posted on the relevant Media accessible to the public (i.e., not private) for the duration of the Campaign Term as set out in the Work Order.

5.3 You, or as the case applies, Agent and its Represented Creator, will at any time during or after the Term, upon our request, promptly edit, remove, or delete any Deliverables as requested.

5.4 You, or as the case applies, Agent and its Represented Creator, understand and agree that the Deliverables are subject to the Brand’s final approval in connection with each relevant Campaign, such approval not to be unreasonably withheld. You understand and agree, or as applicable, Agent procures that Represented Creator understands and agrees, to make any Change(s) or amendments to the Deliverables to rectify any inaccuracies before posting the same on the applicable Media set out in the Work Order and in accordance with clause 7.4. You shall not, or as the case applies, Agent shall not and procure that its Represented Creator shall not, make untruthful, unsubstantiated, or unapproved statements or claims regarding Brand or its products and/or services.  

5.5 The Deliverables shall disclose the sponsored nature of the relationship between you, or as applicable, Represented Creator, and the Brand in respect of the Services by disclosing the Deliverables '#ad' or ‘AD’ as appropriate and, as may be directed by IFL and/or Brand, together with any available ‘in-platform’ tools that disclose the paid nature of the applicable marketing communication. 

5.6 You, or as the case applies, Agent and/or its Represented Creator, will need to register to the Platform in order to submit all Deliverables in accordance with a Work Order so that IFL, any IFL Affiliate, and/or Brand can record their approval(s) of the Deliverables.
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5.7 Where required, you shall, or as the case applies, Agent procures that its Represented Creator shall, agree to link the relevant user account with a valid Facebook, Instagram, YouTube, Twitter or such other social media account as applicable (such service, a “Third-Party Service” and each such account, a “Third-Party Account”) by allowing IFL to access your or Represented Creator's (as applicable) Third-Party Account, as is permitted under the applicable terms and conditions that govern the use of each Third-Party Account, so that IFL can track performance of Deliverables in relation to any given Campaign.

In the event that you, or as the case applies, Represented Creator, are unavailable or unwilling to provide the Services, you agree to inform IFL immediately and will work with IFL in good faith to find a suitable solution in order to provide the Services. In the case of a manager and/or an agency, you agree to replace Represented Creator with a suitable alternative with IFL’s prior written approval. In the event that the parties cannot agree a suitable alternative, IFL may terminate this Agreement subject to paying you, or Represented Creator (as applicable), a reasonable pro rata portion of the Fees for Services provided but not yet paid for and/or any prior agreed expenses incurred up to that date. 

Unless otherwise specified in a Work Order, in order to protect the legitimate business interests of IFL, you represent or, as applicable, you procure that Represented Creator represents, with IFL that you, and/or Represented Creator, shall not for the Term and a period of 12 months after the Term directly deal with a Brand for which you, or Represented Creator (as applicable), have provided Services to in connection with this Agreement without IFL’s prior written approval. 

10.1 The Parties may disclose to each other and their designated agents and/or advisors Confidential Information as may be required for the performance of the Services and execution of a Campaign.  
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10.2 Each party undertakes that it will keep secret and confidential the terms of this Agreement and any Confidential Information supplied by either party in connection with this Agreement or in connection with the business of the other and in connection with the Services and Campaign and shall only disclose such information or part thereof (except to its own employees and advisers and then only on a need to know basis) with the other party’s prior written consent PROVIDED THAT this clause shall not extend to information which was and can be shown to be rightfully in the possession of the receiving party prior to the commencement of the negotiations leading to this Agreement or which is in the public domain (other than as a result of a breach of this clause).

11.1 Subject to the remainder of this clause 11 and unless otherwise agreed in a Work Order, you, or as the case applies, Represented Creator, will retain all Intellectual Property Rights in the content created in the provision of the Services, excluding any Intellectual Property Rights in IFL Materials provided by IFL and/or the Brand which shall remain the property of IFL and/or the Brand (as applicable). 
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11.2 You, or as the case applies, Agent and Represented Creator, agree that the Deliverables must be kept on the relevant Media in the Territory for the duration of the Campaign Term and any usage periods specifically set out in the relevant Work Order which shall, unless otherwise stated in a Work Order, be a minimum of 12 months from the date of posting the relevant Deliverable on the Media (subject always to the terms and conditions of the relevant Media platform).
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11.3 If a Work Order indicates that IFL and/or Brand may use the Deliverables on its own channels, it is the intention of the parties that IFL and/or Brand hold a licence to use and exploit such Deliverables in accordance with the terms set out in the Work Order. You, or as the case applies, Agent and/or Represented Creator, shall grant to IFL and/or Brand an irrevocable royalty-free licence to use and exploit the Deliverables for the purpose described in the Work Order in the Territory and on the applicable Media set out in the Work Order. 
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11.4 Notwithstanding the expiry of any licence granted further to clause 11.3 above, you, or Represented Creator (as applicable), agree that IFL and/or Brand may continue to use the Deliverables and/or the proceeds of your Services in perpetuity and on a royalty free basis strictly for non-commercial purposes, including but not limited to intra-company, research, award, press, publicity, file and/or reference purposes. For the avoidance of doubt, IFL and/or Brand shall not be obliged to take down or otherwise remove any posts comprising the Deliverables from its owned and/or operated channels which have been used in accordance with any usage provisions set out in a Work Order during the Campaign Term. 
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11.5 Where applicable, you, or as the case applies, Agent and its Represented Creator, acknowledge and agree that in order to promote you and/or Represented Creator (as applicable) to our commercial network of Brands and to maximise commercial opportunities available to you and/or Represented Creator as part of IFL's content creator community, we may use, in any and all media now known or hereafter devised, your and/or Represented Creator's approved name, picture, image, likeness, social media handle(s), avatar (s), signature, voice, and biographical information, as incorporated into the Deliverables and/or other social media content, in their original or modified form, provided always that such use is for non-commercial purposes and credits you and/or Represented Creator (as applicable), in accordance with the terms of this Agreement.
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11.6 You, or as the case applies, Agent and its Represented Creator, expressly acknowledge that it is forbidden to use the Deliverables in connection with any racist, defamatory or obscene material (including, without limitation, pornographic material) or other legally restricted material.
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11. 7 IFL grants you and/or Represented Creator (as applicable) a non-exclusive royalty free licence to use the IFL Materials for all purposes relating to this Agreement and warrants that it is fully entitled to grant you and/or Represented Creator (as applicable) these rights and that the IFL Materials are free of racist, defamatory, obscene and other legally restricted material.

12.1 Either party shall be entitled to terminate this Agreement upon the other party’s material breach (including without limitation non-payment of any sum due) unless the breaching party remedies such breach within fourteen (14) days written notice of its occurrence.
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12.2 Neither party will be liable in any amount for failure to perform any obligation hereunder if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of such party including without limitation, internet outages, pandemic, communications outages, fire, flood, war or act of God. In such circumstances the affected party shall be entitled to a reasonable extension of time for performing such obligations. If the period of delay or non-performance continues for a period of more than one (1) month, the party not affected may terminate the Term of this agreement by giving fourteen (14) days’ written notice to the affected party.
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12.3 You, or as the case applies, Agent and/or its Represented Creator, may not cancel its order of the Services or otherwise terminate this Agreement (save for a proven material breach by IFL of a fundamental term of this Agreement) at any time. 
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12.4 You, or as the case applies, Agent and/or its Represented Creator, acknowledge that in, under some circumstances and due to the nature of individual Campaigns, a Brand may have the right to suspend or cease the Campaign. In which case, IFL shall have the right to terminate this Agreement on written notice to you, or Represented Creator (as applicable), subject to the provisions of clause 7.3.2.
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12.5 Upon expiry and/or termination of this Agreement:
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12.5.1 you and/or Represented Creator (as applicable) agree to return to IFL any Confidential Information and/or IFL Materials in your possession;
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12.5.2 any term of this Agreement which is intended to survive the Term shall continue to apply on or after such expiry or ending of the Agreement, including without limitation clauses 1, 6,7,9,10,11,12,13,14 and 15.

13.1 Subject to Clause 13.2 below, IFL’s liability to you, or as the case applies, to Agent and/or Represented Creator (as applicable) for any loss or damage direct or otherwise and howsoever caused whether in tort (including negligence), contract or otherwise shall not exceed the Fees invoiced by you and/or Represented Creator (as applicable) to IFL for the Services under the Work Order to which such liability relates. 
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13.2 Neither party shall be liable to the other party for any indirect or consequential loss or damage SAVE THAT nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud, death or personal injury caused by its negligence or any other liability to the extent the same may not be excluded or limited as a matter of law.
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13.3 When instructions or advice are given or received orally by IFL, it shall have no liability to you and/or Represented Creator (as applicable) for any misunderstanding or representation which may arise in relation thereto except in relation to fraudulent misrepresentations.

You, or as the case applies, Represented Creator, undertake to IFL to indemnify and hold harmless IFL and/or Brand in full and defend at its own expense IFL and/or Brand against all costs, damages and losses incurred by it arising out of its use of the Deliverables or breach of clauses 6.1.1 to 6.1.17 (inclusive).

15.1 The Parties understand that IFL is an independent contractor with respect to you and/or Represented Creator (as applicable), and this Agreement creates no agency, partnership or joint venture relationship between the Parties.  Neither party shall have express or implied authority to act on behalf of or make any representations whatsoever on behalf of the other. 
You, or Represented Creator (as applicable), understand that IFL has other clients and that IFL may offer similar services to other clients.
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15.2 Except as specifically set forth herein, this Agreement may be amended or terminated only by a written instrument executed by an authorized officer of IFL and you. 
   
15.3 If at any time any part of this Agreement is or becomes unenforceable, such part will be construed as far as possible to reflect the Parties’ intentions and the remainder of the provisions will remain in full force and effect.

15.4 No person who is not a party to this Agreement shall be entitled to enforce any of the terms pursuant to the Contracts (Rights of Third Parties) Act 1999.

15.5 You, or as the case applies, Agent and its Represented Creator, acknowledge that IFL and/or IFL Affiliates will Process your, or as the case applies, the Agent’s and its Represented Creator's, Personal Data and will do so in accordance with the privacy notice available here: https://www.influencer.com/privacy. 

15.6 IFL may, at any time, assign the benefit and/or burden or otherwise delegate any of its rights and obligations under this Agreement to any IFL Affiliate provided that IFL will procure that such IFL Affiliate will be bound by the same terms of this Agreement. In such cases, the IFL Affiliate will assume all the rights, obligations, liabilities, and benefits of IFL under the Agreement as if it were the original party to it in place of IFL.
You, or as the case applies, Agent and/or its Represented Creator, shall not assign the benefit or burden of this Agreement without the prior written consent of IFL.

15.7 During the Term of this Agreement and for the twelve (12) month period following its termination, neither party shall directly or indirectly solicit, offer employment, employ or retain as a consultant any employee or former employee of the other party who has participated directly in the Services without the prior written consent of the other party. 

15.8 IFL may update these Framework Terms from time to time and place a new version on the Platform. When IFL does so, we may send you a notification advising that these Framework Terms have been updated on our page located at https://www.influencer.com/creator-terms-and-conditions-gb. Your, or as the case applies, Agent’s and/or Represented Creator's, use of the Platform from the date that the amended terms are placed on the Platform onwards will be governed by those new terms. 

15.9 This Agreement shall be governed and construed in all respects in accordance with the laws of England and Wales and the Parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.