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.
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:
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:
The following terms and conditions apply to Clients that participate in Video Production:
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:
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:
The following terms and conditions apply to Clients that participate in Social Amplification & Influencer Marketing Campaigns:
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
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.
You Warrant that:
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.
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.
13. Termination of Services
To terminate this agreement, send an email to firstname.lastname@example.org 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.
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.