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, including.
1. About Snackable Studios
Snackable Studios is a service to help Influencers find and manage sponsored work and manage their sponsored campaigns. Influencers can use our service to conduct Social Amplification Campaigns or Influencer Marketing Campaigns (“Campaign Assignments”). Campaign Assignments shall be provided by Snackable in writing on a per-campaign basis. A Campaign Assignment may be single or multiple Social Amplification or Influencer Marketing Campaigns.
a. Social Amplification Campaign - Amplification, or sharing existing social content created by someone else on your social channels.
An Amplification Campaign includes the following and is subject to the following limitations:
b. Influencer Marketing Campaigns - Influencer Campaign is creating
your own post and sharing it on your social channels.
An Influencer Campaign will include the following services and is subject to the following limitations:
2. Campaign Assignments
Influencer and Snackable shall execute a Campaign Assignment for each Managed Campaign. Each Campaign Assignment shall be subject to the terms and conditions of these Terms of Service and shall become an integral part hereof upon its execution by Influencer and Snackable. Each Campaign Assignment shall describe the specifications and design for each Campaign, the Campaign Content to be developed, and such additional terms and conditions and other information as shall be required. In the event of a conflict between these Terms of Service and the terms and conditions contained in the Campaign Assignment, the terms and conditions in such Campaign Assignment shall govern. Each Campaign Assignment shall be prepared by Snackable and shall reference these Terms of Service.
Changes to a Campaign Assignment shall not be initiated, and neither party shall incur any obligations with respect thereto, until an amendment to the Campaign Assignment is agreed upon by both Snackable and Influencer authorizing the change.
All Campaign Content and posting of the Campaign Content on social media will be subject at all times to Snackable’s approval, direction and control and Influencer will abide by all instructions, directions and recommendations given from time to time by Snackable.
In consideration of the Campaign Content and associated services to be provided by Influencer, Snackable agrees to pay Influencer a fee (the “Influencer Fee”) as provided in the Campaign Assignment in accordance with the payment schedule set out in the Campaign Assignment.
Snackable retains the right to reasonably hold-back and adjust the Influencer Fee where Influencer does not provide the Campaign Content as described in the Campaign Assignment.
3. Payment Terms
Payments to Influencers will be made by the method identified in the Campaign Assignment. The default payment method is PayPal. The Influencer is required to keep payment information accurate and up to date.
Snackable is responsible for the payment of all Influencer Fees to Influencers and Clients shall have no liability or obligation to Influencers with respect to the payment of Influencer Fees.
4. Currency and Processing Fees
Payment to Influencers is made in the Influencers’ local currency based on the exchange rate at the time the Influencer accepts a Campaign Assignment. Snackable is not responsible for currency exchange rates, currency rate fluctuations, or any processing fees charged by our or your payment processors, including PayPal.
You are responsible for determining whether any applicable income tax, goods and services tax or other taxes apply to any payments made or received by you in connection with a Campaign and to collect, report, and remit the correct tax to the appropriate tax authority. If you are required to charge or withhold tax in respect of any fees associated with a Campaign, you are solely responsible for doing so and including taxes charged in any Campaign.
6. Posted Content
If Influencer 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 Assignment or unless otherwise instructed pursuant to these Terms of Service.
7. Grants of Rights and Ownership
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 shall be owned exclusively by the content creator.
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.
Influencer Marketing Campaigns - Limited Rights Granted to Marketer (“The Client”)
Notwithstanding the foregoing, the Influencer in Influencer Marketing Campaigns shall grant the Client 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 the Client, for the sole purpose of posting the content on social media channels that the The Client owns or controls. The Client does not have any right to use Campaign Content for any other purpose. For greater certainty, the Client does 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.
Rights Granted to 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 firstname.lastname@example.org.
Influencer shall maintain the confidentiality of all confidential information disclosed to it by Snackable/The Client, 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 the Client 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/the Client, and in any event upon the termination or expiration of a Campaign, Influencer shall immediately return to Snackable/the Client all materials, including Work Product, containing any Confidential Information which are in Influencer’s possession or under its control.
9. 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 Advertisting 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.
Influencer represents and warrants that:
11. 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 a Client for a period of 12 months after entered in a Campaign Agreement.
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 CLIENTS. 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 CLIENTS, 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.
13. 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 due to 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 and clients or any misrepresentation by a client, including with respect to a campaign or the subject of any transaction with a client; (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.
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.
The influencer 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 the influencer or materials or information transmitted by the influencer in connection with this agreement or campaign assignments, 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.
Any liability arising from this agreement or campaign assignments on the part of snackable shall be limited to the value of the fees paid by the client up to the time at which the liability arose.
14. Termination of Services
To terminate this agreement, send an email to email@example.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.
15. 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 changes, with continued provision of the use of the Service constituting consideration from Snackable to You for so being bound.
16. 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.