Introduction and scope

This agreement covers all your interactions in the InfluencerActive Marketplace, including selling to buyers. This agreement also forms part of the terms incorporated into every booking agreed to by you and a buyer.

Before you can join the InfluencerActive Marketplace as a registered seller, you agree to accept this agreement.

This agreement will be updated from time to time to reflect the evolution of the InfluencerActive Marketplace. If you choose not to accept an update you will lose seller status. Existing bookings will remain in force until completed or terminated according to the terms of the booking.

The drafting principles we have used are:

  • This agreement contains foundational terms which provide contractual protection for all purchases in the InfluencerActive Marketplace under bookings.
  • We do not restate any common law principles or existing legal requirements that apply to you (for example, privacy obligations).
  • Words have a special legal meaning outlined in the definitions section.
  • Where possible, we explain terms as we go rather than relying on definitions.

 Terms

 1. General

This agreement is between you and InfluencerActive.

This agreement begins on the commencement date and continues until terminated by either party.

We may invite other sellers to join and do business on the InfluencerActive Marketplace at any time.

We may add, remove or update areas of expertise at any time.

We may publish information relating to this agreement and bookings in line with the Open Contracting Data Standard.

You agree that the inclusion of your details on the InfluencerActive Marketplace under this agreement is of value to you and sufficient consideration for this agreement to be binding.

You must not represent that you are an employee, partner, officer or agent of InfluencerActive.

2. Bookings

A booking is not effective until accepted by the seller.

Once effective, bookings create a separate contract on the terms of this agreement and any terms specified in the booking.

3. Adding services and products

Sellers may not offer buyers additional services and products outside of the InfluencerActive Marketplace at any time. However, we welcome the submission of new product ideas via email at hello@influencer-active.com

4. Non-exclusive arrangement

This agreement is not exclusive and does not guarantee that you will receive opportunities or bookings and does not prevent buyers from buying services of others on the platform.

5. Seller obligations

You must supply the services specified in a booking:

  • To the reasonable satisfaction of the buyer and to the standard set out in the booking.
  • In a manner that equals or exceeds the standard expected of a seller experienced and qualified in the performance of similar services.
  • At a price offered by you in your listing to be a registered seller.
  • In accordance with the buyer policies, legal and specific terms or requirements, set out in a booking or notified to you in writing.
  • You must advise us immediately if you become non-compliant with any of these requirements.

You must ensure:

  • You have all rights, accounts, licences, interests and property necessary to lawfully perform the services.
  • The services will be fit for the purpose as set out in the applicable booking.
  • You update your disclosures by editing your InfluencerActive Marketplace seller profile if any of the information relating to your disclosures change.

If you do not do these things, InfluencerActive may terminate this agreement and a buyer may terminate any affected booking without liability to us or the buyer.

6. Intellectual property rights

You must ensure that the buyer’s use of the order material will not infringe the intellectual property rights of any person.

If someone claims intellectual property rights over any material, you must, at your cost, either:

  • Ensure that the buyer can continue to use the relevant material without liability or infringement; or
  • Replace or modify the material so that it does not infringe the intellectual property rights of any other party, without degrading the performance or quality of the material.

Intellectual property rights hereby vest in the buyer from the date they come into existence. In this context, “hereby” is a legal term meaning at this time, to the greatest extent possible, but without creating any additional documentation.

7. Delivery

If you are unable to provide all or part of the services specified in a booking in a reasonable timeframe, you must decline the booking immediately.

8. Off-platform payments

Sellers will not approach buyers sourced from InfluencerActive with offers for off-platform payments. 

9. Specified personnel, security and safety

Where a booking specifies tagged profiles, you must only use the named person’s profile and not replace, reduce or supplement them without prior written approval from the buyer.

You must not copy, transmit or repost content supplied by the buyer without prior written approval from the buyer.

10. Subcontracting

You must not subcontract our outsource any aspect of the services without obtaining the buyer’s prior written consent.

11. Payment and expenses

If the services meet the requirements of the booking, the held funds will be released to you.

You must provide correct and up-to-date payment details containing the information required in the InfluencerActive Marketplace. Funds will be released within 7 days of the booking being marked as completed.

You must not charge or request the buyer pay additional fees or supply additional services outside of those offered within the Marketplace.

12. Taxes

You must pay all taxes, duties and government charges that are due from payments received as applicable within your jurisdiction as a result of a completed booking.

Prices in a booking are in United States dollars (USD).

13. Buyer material

The buyer will provide to you all assistance and material as specified in the booking. You must ensure these materials are used only as the buyer specifies and in the performance of your obligations under the booking.

14. Confidentiality

Confidential information can only be disclosed if:

  • It is disclosed to your personnel solely to comply with obligations, or to exercise rights, under this agreement or any booking.
  • It is authorised or required by law to be disclosed.

Confidential information cannot be disclosed in any other circumstances without prior consent from the original owner of the confidential information.

You must, if requested, sign a non-disclosure agreement or decline the booking.

15. Privacy obligations

You agree, in providing the services:

  • Not to breach any requirement of Privacy that applies to you in the fulfilment of a booking.
  • Not to do anything, that if done by the buyer, would be a breach the InfluencerActive Privacy Policy.
  • To comply with any directions, guidelines, determinations or recommendations referred to in the booking.
  • To notify us immediately if you become aware of a breach or possible breach of any of your privacy

16. Conflict of interest

You confirm that, to the best of your knowledge and belief after making reasonable inquiries, you have no conflict of interest.

If an actual or potential conflict of interest arises, you must notify us, and the buyer if relevant by email, and take all steps required to manage the conflict of interest as directed by us or the buyer.

17. Alternative dispute resolution

If a dispute arises between you and a buyer, the following process must be followed before you can commence court proceedings:

  • The party claiming that a dispute has arisen must give the other party an email dispute notice setting out the details of the dispute.
  • You must attempt to settle the dispute by negotiating with the buyer as soon as possible.
  • If the dispute has not been settled within 15 business days of the negotiations, you or the buyer may refer the dispute to a mediator who has been agreed on by both you and the buyer.
  • Alternatively, you can refer the dispute to the chairperson of an accredited mediation organisation to appoint a mediator. In either case, mediation must commence within 20 business days of the referral to mediation.

Each party will bear their own costs for dispute resolution. The costs of a mediator will be split evenly between you and the buyer.

You fully indemnify InfluencerActive in any dispute resolution or claim.

18. Termination and suspension

We may, at any time, and without any liability to us:

  • Terminate this agreement and remove you from the InfluencerActive Marketplace, for any reason; or
  • Suspend you from the InfluencerActive Marketplace for a period of time that we reasonably consider necessary.

Circumstances in which we may remove you from the InfluencerActive Marketplace include:

  • There has been an extended period of inactivity on your InfluencerActive Marketplace account; or
  • You make misrepresentations about yourself or your profile.

Circumstances in which we may suspend you from the InfluencerActive Marketplace include:

  • We have received substantiated negative feedback relating to a significant matter; or
  • You have failed to provide sufficient information to enable us to undertake a value for money assessment in relation to your areas of expertise.

Circumstances in which we may, at our discretion, remove or suspend you from the InfluencerActive Marketplace include:

  • We consider that you are not providing the services in accordance with this agreement, the InfluencerActive Marketplace Terms of Use, or the terms of a booking; 
  • You are encouraging customers or other sellers to make off-platform payments;
  • We have assessed you as not offering value for money in relation to your areas of expertise.

In case of your suspension from the InfluencerActive Marketplace, or the termination of this agreement, current bookings will continue unless terminated by the buyer.

Without limiting any other rights or remedies the buyer may have, the buyer may terminate all or part of a booking effective immediately by giving email notice to hello@influencer-active.com if you breach a provision of this agreement or a booking where:

  • The breach is not capable of remedy; or
  • You fail to remedy the breach within 10 business days of receiving email notice requiring you to remedy the breach.

Without limiting any other rights or remedies the buyer may have, the buyer may terminate all or part of a booking for any reason, prior to the booking expiration date. The buyer will only be liable to pay for services performed in the period before the date of termination. The buyer will not be liable for loss of profit.

We may terminate this agreement and a buyer may without limiting any other rights or remedies the buyer may have, terminate a booking if you are subject to an event blocking or suspending your account.

You may terminate this agreement (but not any bookings) by removing your account and profile from the InfluencerActive Marketplace.

19. Variation

We may vary this agreement at any time. You may terminate this agreement removing your listings and profile when the variation is to come into effect if you do not wish to accept the variation.

The agreement applying to a booking is the agreement in place at the time the booking came into effect.

A buyer or seller cannot vary the terms of this agreement.

Bookings once made cannot be varied once accepted by the seller.

20. Waiver

Any waiver by a party under this agreement or booking must be given by email and is effective only for the particular circumstance for which it is granted.

21. Assignment and novation

You may not assign or novate your rights and obligations under this agreement without our prior email consent.

22. Survival

The termination or expiry of this agreement for any reason will not affect or extinguish the terms which are intended to survive termination or expiry.

The terms intended to survive termination are as follows:

  • Clause 5 – Seller obligations
  • Clause 6 – Intellectual property rights
  • Clause 13 – Confidentiality
  • Clause 14 – Privacy obligations

23. Notices

Notices must be submitted to hello@influencer-active.com. You can change your contact details at any time by updating your seller profile on the InfluencerActive Marketplace, or for a booking, by giving email notice to the buyer.

24. Jurisdiction

This agreement and any booking is governed by the laws of the United Arab Emirates. Any court proceedings are subject to the non-exclusive jurisdiction of the courts of the United Arab Emirates.

Definitions

  • “approved sellers” are members of the InfluencerActive Marketplace.
  • “agreement” means this Master Agreement.
  • “area of expertise” means a defined set of skills, knowledge and experience which are the categories of the services you provide through the InfluencerActive Marketplace.
  • “buyer” means an entity, registered as a buyer on the InfluencerActive Marketplace.
  • “commencement date” means the date you become an approved seller.
  • “confidential information” means information that is by its nature regarded in law as confidential, and which is either:
    • Designated by a party as confidential
    • Described in the booking as confidential
    • Agreed in writing by the parties as confidential
    • Known to be, or ought to be known to be, confidential by a party
    • It does not include information that is, or becomes, public knowledge other than by breach of this agreement or a booking or any other confidentiality obligation.
  • “conflict of interest” means financial or non-financial interests, or relationships, that could affect or be perceived to affect any aspect of your participation in the InfluencerActive Marketplace.
  • “consequential loss” means any loss recoverable at law (other than arising in the usual course of things) including:
    • a loss of income or revenue
    • a loss of opportunity or goodwill
    • a loss of profits
    • a loss of anticipated savings or business
    • a loss of value of any equipment.
  • “deliverable” means the provision of the services, products and order material specified in the booking.
  • “InfluencerActive Marketplace” means processes or resources made available by InfluencerActive to facilitate buyers procuring social media influencing services.
  • “entity” means a person, partnership, organisation, or business that has a legal and separately identifiable existence.
  • “intellectual property rights” means the rights of a creator or an owner relating to copyrights, trademarks, patents, know-how, models, drawings, designs, specifications, inventions, prototypes and software, whether or not in material form, and any application or right to apply for registration of any of these rights.
  • “loss” means loss, damage, cost or expense (to any person or property) including consequential loss or indirect loss or any loss of profits, data or revenue.
  • “material” means any software, firmware, documented methodology or process, documentation or other material in whatever form, including without limitation any reports, specifications, business rules or requirements, user manuals, user guides, operations manuals, training materials and instructions, and the subject matter of any category of intellectual property rights.
  • “moral rights consents” means written consent or waiver to another party that would otherwise breach some or all of a creator’s moral rights.
  • “listing” means a buyer requirement that has been posted on the InfluencerActive Marketplace and may lead to the creation of a booking.
  • “off-platform payment” means a payment transaction between buyer and seller for services offered on the InfluencerActive Marketplace that has not been carried out through the InfluencerActive Stripe or PayPal payments system.
  • “order material” means any material created by you as a result of performing its obligations under a booking, including any modifications.
  • “our”, “us” and “we” means InfluencerActive.
  • “personnel” means, in relation to a party, any natural persons who are employees, officers, agents, contractors, subcontractors or professional advisers of that party.
  • “registered sellers” are InfluencerActive Marketplace members, have a profile, but no visible listings to buyers on the InfluencerActive Marketplace.
  • “seller” means a member who offers their services on the InfluencerActive Marketplace via a listing.
  • “services” means the work to be performed in specific areas of expertise as described in the booking.
  • “booking” means a contract formed between a buyer and a seller under this agreement for the provision of services.
  • “you” or “your” means the party specified as the seller.

Last updated: 07 September 2020