Terms
TRIBAHL: BRAND TERMS AND CONDITIONS
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INTRODUCTION
1.1 We are TRIBAHL. Our platform (“Platform”) enables Content Creators registered on it (“Content Creators”) to contact, and be contacted by brands (“you”, “your”) giving you the opportunity to engage with them when running Campaigns (as defined below).
1.2. By ticking “Accept” where indicated, applying for an account on the Platform (“Brand Account”) or by using the Platform, you agree that you shall be bound by these terms and conditions (“Terms”) 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 Brand Account which we may publish on the Platform.
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PLATFORM
2.1 In order to use the Platform and the Services, and when applying for a Brand 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 When you login to your Brand Account for the first time, you will be required to choose the basis on which you will subscribe to the Platform and the Services by selecting a subscription plan (“Subscription Plan”). On selecting a Subscription Plan, a contract is formed between you and us, which shall be subject to these Terms (“Contract”). You may upgrade or downgrade your Subscription Plan at any time via the Platform, which will take effect as set out in these Terms.
2.3 The Platform contains a tool which enables you to upload details of proposed advertising and marketing campaigns (“Campaigns”) in relation to which you would like Content Creators to create and upload social media content (“Content”). To upload a Campaign you will be required to add certain details and criteria about the Campaign as indicated on the Platform including but not limited to:
2.3.1 a Campaign brief;
2.3.2 Social media platform targets;
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YOUR RESPONSIBILITIES
3.1 You agree that all information you submit when creating your Brand Account or otherwise make available through the Platform is accurate, complete and not misleading, and that you shall immediately inform us of any changes to or inaccuracies in such information.
3.2 You represent and warrant on an on-going basis that your use of the Services and Platform, and each Campaign and each 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 shall ensure that you have and will maintain all necessary licences, consents and permissions necessary for you to make use of the Platform, conduct Campaigns, and engage Content Creators.
3.5 You shall ensure that your use of the Platform and the Services does not infringe the rights of any other person or body.
3.6 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:
3.6.1 reproduce or copy information or material from the Platform or any other material sent or made available to you by us or by a Content Creator (“Material”) or create derivative works from, modify or in any way commercially exploit any of the Material;
3.6.2 distribute, transmit or publish any of the Material (including using it as part of any library, archive or similar service); or
3.6.3 create a database in electronic or structured manual form by downloading and storing all or any of the Material for any purpose whatsoever.
3.7 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:
3.7.1 attempt to copy, duplicate, adapt, modify, create derivative works from or distribute all or any portion of the Platform or the Services;
3.7.2 rent, lease, sub-license, assign, sell, encumber, loan, translate, merge, adapt, vary or modify the Platform or the Services;
3.7.3 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;
3.7.4 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;
3.7.5 do (or by omission do) anything which may damage our reputation;
3.7.6 access, store, distribute or transmit any viruses, during the course of your use of the Platform or the Services;
3.7.7 remove or alter any copyright or other proprietary notice on any of the Platform or the Services; or
3.7.8 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.
3.8 You undertake that you shall not access, store, distribute or transmit any material during your use of the Platform or the Services, in relation to the Content or in relation to your relationship with the Content Creator that:
3.8.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
3.8.2 facilitates illegal activity;
3.8.3 depicts sexually explicit images;
3.8.4 promotes unlawful violence;
3.8.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
3.8.6 in manner or content is otherwise illegal or causes damage or injury to any person or property.
3.9 In the event of a breach by you of clauses 3.7 or 3.8 we reserve the right, without liability or prejudice to our other rights under these Terms, to:
3.9.1 disable your access to the Platform or the Service; and
3.9.2 to remove from the Platform any Campaign that we believe, acting reasonably breaches clause 3.8.and in such circumstances no compensation will be payable to you.
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OUR RESPONSIBILITIES
4.1 We shall have no responsibility for any act or omission of any Content Creator 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.
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FEES AND PAYMENT
5.1 In relation to each Campaign, you will pay to us (no later than the Campaign Live Date):
5.1.1 the Content Creator Fees, which we collect on behalf of the Content Creator; and
5.1.2 commission on the Content Creator Fees, which is 20% of the Content Creator Fees
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5.2 If you terminate a Campaign Agreement after the Application Deadline, the Campaign Commission (and, subject to the Campaign Agreement, the Content Creator Fees) shall become immediately payable and due.
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INTELLECTUAL PROPERTY & DATA PROTECTION
6.1 We, and / or our licensors, own all intellectual property rights (including but not limited to copyright, database rights, design rights 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 each Content shall be as provided for in accordance with the Campaign Agreement.
6.3 To the extent the use relates to the Campaign and to your marketing activities, you may use the name of a Content Creator with whom you have entered into a Campaign Agreement in association with the content of each Content produced by that Content Creator.
6.4 You grant us the right to use any content, material or branding provided or made available by you, including but not limited to the Content, Campaign and your trade marks, logos and other branding as we require in relation to the provision of the Services and in order to promote and market the Platform or Services such right to survive termination. You warrant that our use of such material in accordance with this clause 6.3 shall not infringe the Intellectual Property Rights or other rights of any third party
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TERMINATION
7.1 Either of we or you may terminate the Contract immediately for any reason by giving written notice to the other party save that your right to terminate is subject to the completion of any live Campaigns.
7.2 On termination of the Contract (for any reason):
7.2.1 you shall immediately pay to us any and all sums outstanding as at the date of termination including the payment of all Campaign Commission and Content Creator Fees (including in relation to any Campaign Agreements agreed following termination);
7.2.2 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 Content Creators;
7.2.3 all Campaign Agreements will terminate, unless otherwise permitted;
7.2.4 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
7.2.5 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.
7.3 Following termination of the Contract by us, we have the right to cancel any existing Campaigns and, to the extent we do not, any live Campaigns will continue to operate subject to these Terms until the Campaigns are completed
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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 Content Creators which we reasonably consider to be confidential, including but not limited to details of our relationships with or knowledge of the Content Creators; details of our 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.