• Terms of Service

      Last Updated: September 17, 2017

       

      READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.

      The following terms of service ("Terms of Service") govern your use of our Services (defined below). Snackable Studios reserves the right to modify these Terms of Service at any time.

       

      THESE TERMS OF SERVICE ARE BY AND BETWEEN GROWWELL SOLUTIONS, INC., PARENT COMPANY OF SNACKABLE STUDIOS, WITH BUSINESS OFFICES LOCATED AT 1139 COLLEGE STREET, TORONTO, ONTARIO, M6H 1B5, CANADA (“SNACKABLE”), AND YOU, HEREINAFTER REFERRED AS EITHER “YOU” OR “THE CLIENT”. SNACKABLE AND YOU ARE SOMETIMES REFERRED TO HEREIN INDIVIDUALLY AS “PARTY” AND COLLECTIVELY AS THE “PARTIES”. THIS AGREEMENT SHALL BE EFFECTIVE AS OF THE DATE YOU CLICK “I AGREE”. IF YOU ARE ENTERING INTO THESE TERMS OF SERVICE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. NEW SERVICES MAY BE ADDED OR ALTERED FROM TIME TO TIME AND WILL BE SUBJECT TO THESE TERMS OF SERVICE, UNLESS STATED OTHERWISE. YOU SHOULD VISIT THIS PAGE PERIODICALLY TO REVIEW THESE TERMS OF USE. IF AND WHEN THESE TERMS OF USE ARE AMENDED, SNACKABLE WILL UPDATE THE "LAST UPDATED" DATE AT THE TOP OF THIS PAGE AND POST THE UPDATED VERSION. SNACKABLE WILL ALSO, AT ITS OPTION, CHOOSE TO NOTIFY YOU BY E-MAIL OR ANOTHER MEANS. IF THE MODIFIED TERMS ARE NOT ACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO STOP USING SNACKABLE’S SERVICES. ANY FEES PAID BY YOU FOR SERVICES NOT DELIVERED BY THE DATE OF TERMINATION WILL BE REFUNDED TO YOU.
       

      1. About Snackable Studios

       

      Snackable Studios is a service to help brands, advertisers and marketing agencies use social media and social media influencers to create social media content and run sponsored marketing campaigns. Snackable Studios does this in three ways:

      • Video Production: creating original and targeted video content using Your recipes and products, with the goal of social media penetration;
      • Social Amplification Campaigns: leveraging Snackable Studios extensive social media influencer network to spread content across social media platforms and amplify its reach;
      • Influencer Marketing Campaigns: working with social media influencers to create original content reflective of the unique styles and personalities of Snackable’s social media influencers, and spread that content to their networks.

      You can utilize any of the above services individually, or in combination with other services.
       

      2. Video Production

      Video Production includes the following services and is subject to the following limitations:

      1. Recipe design consultation, as required by You;
      2. Sourcing of video producers;
      3. Creative direction, project coordination and post-production services;
      4. Original, branded recipe video draft(s), between 30-60 seconds in total duration;
      5. Up to 3 revisions on drafts; 
      6. 30-day archival of project files, including raw footage, post-production working files, working drafts and Client-approved work products

      The following terms and conditions apply to Clients that participate in Video Production:

       

      1. Upon Your confirmation of the recipe, including but not limited to the ingredient list, measurements, sequence and text, You agree that no further edits, changes or amendments shall be made to the recipe;
      2. Snackable will permit You to advise of any changes required to the videos to be delivered by Snackable during the video filming and editing stages. Snackable will make all reasonable efforts to accommodate the requested changes at no additional cost to You.
      3. Upon satisfactory delivery of any video to You, You agree that no further edits, changes, amendments or renderings to the videos shall be made by Snackable
      4. For the duration of this Agreement, and for one (1) year following the termination thereof, You, or any affiliate will not attempt to solicit the services of, or recruit, directly or indirectly, any Snackable employee, officer or contractor.
      5. Unless otherwise stated in this Agreement, all intellectual property contained within the delivered videos shall be the sole property of You, and Snackable hereby assigns all rights, title, and interest therein without limitation to You.  Snackable agrees to waive all moral rights to any delivered videos.
      6. You shall not, as part of this Agreement, acquire ownership of any intellectual property contained in any drafts, iterations, raw footage or audio, mark-ups, sketches, or other work product developed in furtherance of the services under the Production.  
      7. Neither Snackable nor any of its contractors may re-sell any drafts, iterations or variations of the delivered work product.
      8. As consideration for the Services to be provided by Snackable, You agree to pay Snackable the amount (the “Campaign Fee”) as provided in the Schedule of Work in accordance with the payment schedule set out in the Schedule of Work.

      Addition details of Video Production will be included in the Schedules of Work ("Schedules of Work") sent by Snackable.
       

      3. Social Amplification & Influencer Marketing Campaigns

      Social Amplification Campaign is amplification, or sharing, of existing or new social content with Snackable Influencers, and includes the following services and is subject to the following limitations:

      1. You outline the requirements for the Campaign, such as budget, target market, influencer type, influencer follower range, and Campaign goals. 
      2. Snackable will review the Campaign criteria and provide You with a list of recommended Influencers for video amplification. 
      3. Once You have confirmed the list of Influencer(s) for the Campaign, Snackable will ask the Influencer(s) to participate in the Campaign and provide You with a list of Creators that have agreed to participate in the Campaign. 
      4.  Snackable will work with Influencer(s) to ensure Campaign Content is posted on the specified social media platforms in accordance with Your requirements for the applicable Campaign.

      Influencer Marketing Campaign is the use of Snackable Influencers to produce (multiple) unique video(s)/social content based on your campaign criteria, and includes the following services and is subject to the following limitations:

      1. You outline the requirements for the Campaign, such as budget, target market, influencer type, influencer follower range, and Campaign goals. 
      2. Snackable will review the Campaign criteria and provide You with a list of recommended Influencers for video amplification. 
      3. Once You have confirmed the list of Influencer(s) for the Campaign, Snackable will ask the Influencer(s) to participate in the Campaign and provide You with a list of Creators that have agreed to participate in the Campaign. 
      4.  Snackable will work with You and Influencer(s) to design and manage each Campaign and oversee the content produced by Influencers for a Campaign (“Work Product”). You will have an opportunity to review and approve all Work Product. Influencers will only post approved Work Product (“Campaign Content”) on social media. Snackable will help to facilitate the launch of each Campaign and ensure that Campaign Content is posted on the specified social media platforms in accordance with Your requirements for the applicable Campaign.

      The following terms and conditions apply to Clients that participate in Social Amplification & Influencer Marketing Campaigns:

      1. You and Snackable shall execute a campaign agreement (“Campaign Agreement”) for each managed Campaign (the “Campaign”). Each Campaign Agreement shall be subject to the terms and conditions of these Terms of Service and shall become an integral part hereof upon its execution by You and Snackable. In the event of a conflict between these Terms of Service and the terms and conditions contained in the Campaign Agreement, the terms and conditions in such Campaign Agreement shall govern. Each Campaign Agreement shall be prepared by Snackable and shall reference these Terms of Service.
      2. Changes to a Campaign Agreement shall not be initiated, and neither party shall incur any obligations with respect thereto, until an amendment to the Campaign Agreement is agreed upon by both Snackable and You authorizing the change.
      3. All Services will be subject at all times to Your reasonable approval, direction and control and Snackable will abide by all reasonable instructions, directions and recommendations given from time to time by You in connection with the Services.
      4. Snackable reserves the right to decline a Campaign where Snackable, acting in good faith, believes that the Campaign will adversely reflect on the name, goodwill or reputation of Snackable.
      5. As consideration for the Services to be provided by Snackable, You agree to pay Snackable the amount (the “Campaign Fee”) as provided in the Campaign Agreement in accordance with the payment schedule set out in the Campaign Agreement.

      4. Influencer Posted Content

      If Influencer(s) is required to post Campaign Content to social media channels as part of a Campaign, Influencer shall not delete any Campaign Content that it has posted on a social media channel for at least ninety (90) days from the date that the Campaign Content was posted, subject to the terms and conditions of a Campaign Agreement, or unless otherwise instructed pursuant to these Terms of Service.

      5. Grants of Rights and Ownership

      1. Ownership in Social Amplification Campaign
        All rights, title and interest, including without limitation, all intellectual property rights in, and to any Social Amplification Campaign Content, including all photographs, images, videos, audio, works of art, original writing, drawings, derivatives, compositions, creations and inventions developed by or for You shall be owned exclusively by You.
      2. Ownership in Influencer Marketing Campaigns
        All rights, title and interest, including without limitation, all intellectual property rights in, and to any Influencer Campaign Content, including all photographs, images, videos, audio, works of art, original writing, drawings, derivatives, compositions, creations and inventions developed by Influencer shall be owned exclusively by Influencer.
      3. Influencer Marketing Campaigns - Limited Rights Granted to Marketer
        Notwithstanding the foregoing, the Influencer in Influencer Marketing Campaigns shall grant You having commissioned Campaign Content a non-exclusive, royalty-free and limited right to use the Campaign Content for a period of one (1) year following the date on which the Campaign Content is approved by You, for the sole purpose of posting the content on social media channels that You own or control. You do not have any right to use Campaign Content for any other purpose. For greater certainty, You do not have any right to use any Work Product that does not form part of Campaign Content. Upon request, extended licenses to use Campaign Content for other purposes, or an assignment of all of the Influencer’s rights, title and interest in Campaign Content, can be purchased from the Influencer through Snackable. 
      4. Rights Granted to Snackable
        Without limiting the generality of anything in these Terms of Use, You are hereby deemed to grant to Snackable and its affiliates, a non-exclusive, royalty-free, worldwide, unrestricted, irrevocable and unlimited right and permission to utilize, distribute, publish, exhibit, digitize, broadcast, display, reproduce, prepare derivative works of, and otherwise exploit Campaign Content as it appears when posted, in any and all manner and media throughout the world and in perpetuity for uses deemed by Snackable or its affiliates in their sole discretion to be reasonable and prudent uses for the purpose of furthering its valid business objective. For greater certainty, this includes including the Campaign Content in a portfolio of work to market Snackable’s Services. You understand that any such content may be edited in the sole discretion of Snackable.
        In addition, by using the Platform or the Services, You hereby grant Snackable a non-exclusive, royalty-free, perpetual, and irrevocable right to use, reproduce, and communicate the name and trademark of Your company or organization as a user of Snackable Services in any media whatsoever, including in Snackable’s marketing materials, unless requested otherwise in writing to Snackable at hello@snackablestudios.com.

      6. Confidentiality

      Influencer shall maintain the confidentiality of all confidential information disclosed to it by Snackable/You, and marked or indicated as confidential information (the “Confidential Information”) and shall take all necessary precautions against unauthorized disclosure of the Confidential Information. Where required by law to disclose information, Influencer shall notify Snackable and You as soon as reasonably possible, and will limit disclosure to that information required at law. Influencer shall not directly or indirectly disclose, allow access to, transmit or transfer any Confidential Information to any third party without the prior written consent of the Party to which the confidential information belongs. Upon request of Snackable/You, and in any event upon the termination or expiration of a Campaign, Influencer shall immediately return to Snackable/You all materials, including Work Product, containing any Confidential Information which are in Influencer’s possession or under its control.
       

      7. Amplification & Influencer Campaigns - Disclosure

      In certain jurisdictions, the law requires Influencers to identify when posts are
      paid for, or other compensation is given, by a Client (which compensation may include payments in cash, free or discounted products, trips, meals, or other incentives), and also when the Influencer has any other material connection to a Client (for example, a partnership or other interest in the Client's company). You agree to comply with any and all laws, rules, regulations and other legal requirements with respect to sponsored posts, including Advertising Standards Canada guidelines, 16 CFR Part 255 and any guidelines published by the Federal Trade Commission. Examples of required disclosures that may be acceptable include #ad, #paid, or #sponsored, which must be conspicuously displayed within a post.

      The foregoing is provided for informational purposes only, and does not constitute legal advice. It is the sole and exclusive obligation of the Influencer and You to consult their own, professional, legal advisors, and ensure the compliance of all posts in the applicable jurisdiction(s). The foregoing Influencer disclosure obligation is a mandatory and material term of all Campaign Agreements.
       

      8. Warranties

      You Warrant that:

      1. You have the authority and right to enter into the Terms of Service and any Campaign Agreement and has obtained all rights and waivers necessary to grant the rights, titles and interests granted thereunder;
      2. No Campaign will violate or compel Snackable or Influencer to violate any applicable local, provincial, national and other laws, rules, regulations and guidelines, including requirements and standards related to advertising and marketing, competition, consumer protection and privacy;
      3. No Campaign shall promote or involve sexually explicit or adult material or services;
      4. No Campaign shall promote or involve material that is abusive, harassing, obscene, vulgar, hateful, invasive of another’s privacy, defamatory or otherwise objectionable or illegal, or that discriminates based on race, gender, nationality, disability, sexual orientation, age, family status or any other legally protected class;
      5. No Campaign shall promote or involve any illegal activities, violations of intellectual property rights or internet abuse, including unsolicited advertising and spam;
      6. No Campaign shall imperil the health, safety or security of an Influencer or the general public;
      7. You will not require or encourage an Influencer not to disclose a material connection between You and Influencer; and
      8. You will not request services without the intention to complete a Campaign.

      9. Amplification & Influencer Campaigns - Exclusivity and Fee Avoidance

      You agree to not take any action to circumvent any payment for the Service to Snackable or otherwise avoid Service Fees. You agree to use our Services as Your sole and exclusive method to request, make, and receive engagements for similar work, including sponsorship, marketing, promotional, and endorsement work, directly or indirectly, with an Influencer for a period of 12 months after entered in a Campaign Agreement. You can be released of this obligation only if You pay Snackable a one-time Opt-Out Fee of $2,500 USD per Influencer.

      10. Disclaimer

      THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES AND THE EXCLUSION OR LIMITATION OF REPRESENTATIONS MADE CONCERNING OUR GOODS OR SERVICES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.

      YOUR USE OF THE THE SERVICES IS ENTIRELY AT YOUR OWN RISK. SNACKABLE DOES NOT CONTROL THE CONTENT OF POSTINGS BY ITS INFLUENCERS. THE CONTENT AND SERVICES PROVIDED HEREIN, IS BEING PROVIDED ON AN "AS IS" BASIS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

      TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SNACKABLE AND ITS AFFILIATES, DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY REGARDING THE SERVICES, THE CAMPAIGNS, AND RELATED MATERIALS, INCLUDING ANY WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY AND NON-INTERFERENCE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION. SNACKABLE AND ITS AFFILIATES DO NOT WARRANT THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS OR QUALITY OF THE SERVICES, OR THE POSTINGS OF ANY INFLUENCERS, INCLUDING CONTENT POSTED ON OR LINKED FROM THE SERVICES. SNACKABLE AND ITS AFFILIATES DO NOT WARRANT THAT SERVICES WILL MEET YOUR REQUIREMENTS. YOU ASSUME ALL RISKS ASSOCIATED WITH USING OR RELYING ON THE SERVICES.
      The application of any United Nations Convention on Contracts for the International Sale of Goods and any enabling legislation is hereby disclaimed.
       

      11. Limitations of Liability

      The laws of certain jurisdictions do not allow certain exclusions or limitations of liability or certain damages. If these laws apply to you, some or all of the below exclusions or limitations may not apply to you, and you might have additional rights.

      To the maximum extent allowable under applicable law, the entire cumulative liability of snackable and its affiliates, and your exclusive remedy for all matters or claims arising from or relating to the services shall be limited to the service fees paid by and/or due from you, if applicable, for the services in the preceding six months. To the maximum extent permitted by applicable law, snackable and its affiliates shall not be liable for any (a) direct, indirect, special, incidental punitive, consequential damages, damages on account of loss of profits, or other damages arising out of or relating to a completed or non-completed campaign or other transaction between influencers or any misrepresentation by a influencer, including with respect to a campaign or the subject of any transaction with a influencer; (b) indirect, special, incidental, punitive or consequential damages, or damages on account of loss of profits arising out of or relating to the use of the services; (c) damages relating to telecommunication failures, internet and electronic communications delays or limitations, loss, corruption, security or theft of data, viruses, spyware, loss of revenue or profits, arising out of or connected in any way with the services. The foregoing limitation of liability shall apply irrespective of whether the alleged liability is based in contract, tort (including negligence), product liability or otherwise, even if snackable or its affiliates have been advised of the possibility of such damages.

      The entire risk arising out of or relating to your use of the services and any transactions conducted is and remains with you.

      You hereby release snackable from and waive any and all claims and causes of action with respect to any damages caused by any of the foregoing.

      Neither party shall have any liability for any failure or delay resulting from any event beyond the reasonable control of that party including, without limitation, fire, flood, storms, insurrection, war, terrorism, earthquake, power failure, civil unrest, explosion, embargo, strike (a "force majeure event").

      For the avoidance of doubt and notwithstanding anything to the contrary in this agreement, nothing in this agreement excludes or limits either party’s liability for fraud, gross negligence, or wilful misconduct or any other liability to the extent such exclusion or limitation would be unlawful.
       

      12. Indemnity

      1. You shall defend and indemnify Snackable and hold Snackable harmless from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable legal fees), related to any acts by You or materials or information transmitted by You in connection with this Agreement or Campaign Agreements, leading wholly or partially to claims against Snackable or its service by other subscribers or third parties, regardless of the type of claim or the nature of the cause of action. 
      2. Any liability arising from this Agreement or Campaign Agreements on the part of Snackable shall be limited to the value of the Fees paid by You up to the time at which the liability arose.

      13. Termination of Services

      To terminate this agreement, send an email to info@snackablestudios.com to provide written notice to Snackable. Agreements will be terminated following 30 days' notice with express written confirmation from Snackable provided that (i) all of Your Campaigns have been satisfactorily completed; (ii) any disputes in which You have been involved have been satisfactorily settled; (iii) any payments owed to or owing by You have been paid; (iv) You have no outstanding fees payable to Snackable; and (v) You have completed any other obligation associated with Your use of the Services. Following Your Agreement Termination, You will still be bound by all provisions of these Terms of Service.

      14. Changes to Services

      Snackable reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. Continued use of the Service after any changes to the Terms of Service shall constitute Your consent to be bound by such changes, with continued provision of the use of the Service constituting consideration from Snackable to You for so being bound.

      15. Governing Law

      This Agreement is governed by the laws of the Province of Ontario, Canada without regard to the principles of conflict of laws. All disputes raised against Snackable arising out of or in connection with this agreement, or in respect of any legal relationship associated with or derived from this agreement, shall be finally resolved by arbitration. The language of the arbitration shall be English. Nothing herein shall preclude Snackable from seeking injunctive relief, mandatory orders, or specific performance or other relief in any competent jurisdiction. If any provision of the present Terms of Service shall be unlawful, void, or for any reason unenforceable, then such provision shall be severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.

      These Terms of Service and any Campaign Agreement and/or Schedules of Work constitute the entire agreement between You and Snackable with respect to the use of the Services, including the Content.

      16. Language

      It is the express wish of the parties that these Terms of Service be drafted in English. Les Parties aux présentes ont expressément demandé que ces modalites d'utilisation du Site Web soient rédigés en anglais.