Background
These Terms & Conditions govern your use of Beyond Reach, a platform operated jointly by We Are Era AB and Influeri AB. For the purposes of these Terms, Influeri AB ("Influeri," "we," "our," or "us") is the responsible party regarding your relationship and use of the Beyond Reach platform and shall be the responsible party regarding your relationship and use of the platform whenever Beyond Reach is referred to in these Terms & Conditions.
Note:
These Terms & Conditions have been translated from a Swedish original version that you can find here: Original Terms & Conditions
If any matter arises concerning these Terms & Conditions, the original Swedish version on Influeri AB's website shall be considered the only valid document.
1. Introduction
1.1 These general terms and conditions for influencers (the "Agreement") apply between Influeri AB, Swedish company registration no. 559333-4740 and address at Gävlegatan 16, 113 30 Stockholm ("Influeri"), and the Profile (each a "Party" and collectively the "Parties") for the Profile's use of the Platform and Influeri's brokering of Missions between Customers and the Profile in respect of Campaigns from the Profile's registration on the Platform (the "Start Date").1.2 Influeri is not a party to the contractual relationship between the Customer and the Profile, but only acts as a contact broker.
2. Definitions
2.1 For the purposes of this Agreement, the following terms and expressions shall have the meanings set out below:"Fee" means the remuneration (excluding VAT) invoiced by the Profile for participating in the Campaign under the Mission Agreement with the Customer;"Campaign" means the promotional activities for the Client's goods/services as set out in the Mission Description;
"Campaign Period" means the period of time during which the Campaign is to be carried out, which is specified in more detail in the Mission Description;
"Channels" means the Profile's social media channels [e.g. Instagram, TikTok, Youtube, Twitch, etc.];
"Customer" means the Company(s) that wishes to contract the Profile for the Campaign via the Platform;
"Privacy Policy" means Influeri's policy for the processing of personal data;
"Platform" means the platform operated by Influeri for the mediation of collaborations between Profiles and Companies/Customers for the implementation of Influencer Campaigns which is available via https://beyond.reachbyera.com/;"Profile" means the individual (and, where applicable, the company/individual firm through which the influencer business is conducted) who registers an Account on the Platform with the intention of participating in marketing campaigns for Customers on their Channels through mediation via the Platform;and"Mission Description" means the information provided by the Customer describing the details of the execution of a particular Campaign and consisting, for example, of information such as the Fee, objectives of the Campaign, target audiences, Campaign period, permitted Social Media Platforms and other information.
3. Account on Beyond Reach
3.1 In order for the Profile to be promoted via the Platform to participate in Campaigns and to enter into Engagement Agreements with Customers, the Profile agrees to:
(a) register and create a user account ("Account") via the Platform. An Account may be created through direct registration using an email address, or through registration via a third party social networking site;
and(b) conduct business through a sole proprietorship or a company holding an F-tax;
or (c) register for so-called self-employment with Frilans Finans, Gigapay or a similar self-employment company for the administration of invoices, payment of preliminary tax and the social security contributions payable on the Fee received by the Profile.
3.2 The Profile hereby grants Influeri the right to use the Profile's name, image, company name and other distinguishing marks, for the purpose of fulfilling its rights and obligations under this Agreement.
3.3 The Profile agrees and acknowledges that it may not use the Platform by:
(a) violating or circumventing (or encouraging anything that would violate or circumvent) any laws, rules, regulations or the rights of any third party;
(b) take any action that encourages actions that are expressly or impliedly unlawful, abusive, harassing, threatening, indecent, obscene, hateful, racist, defamatory, harmful to any person's reputation or good name, pornographic in nature or otherwise objectionable;
(c) contact or attempt to contact a Customer with whom the Profile does not have an Mission Agreement;
(d) distribute or send spam or unsolicited electronic communications;(e) distribute viruses, malicious software, use worms, Trojan horses, spyware, corrupted files, time bombs, robots or similar means to access, damage, interfere with or disrupt the Platform for any reason;
(f) modify any file or any other part of the Platform;
(g) collect information about other users;
(h) take any action that imposes, or may impose, an unreasonable or disproportionately large load on the infrastructure of the Platform;
(i) mirror or otherwise incorporate any part of the Platform into any other service, software or service;
(j) circumvent or interfere with technical measures used by Influeri to provide the Platform;
(k) sell, buy, trade or otherwise transfer the Account, access to the Platform or content associated with the Account.
4. Request for implementation of the Campaign
4.1 The Profile will be presented on the Platform on an ongoing basis to Customers whose Mission Description matches the Profile.
4.2 If the Customer selects the Profile for a particular Campaign, the Profile will receive notification of this via Email and the Platform and the Profile undertakes to respond as soon as possible and at the latest [within three (3) working days] whether it wishes to be involved in the relevant Campaign in accordance with the Mission Description. The Profile's acceptance means that an agreement is concluded between the Profile and the Customer for the Campaign in accordance with the Mission Description ("Mission Agreement"). Mission Agreements are normally concluded at least three (3) weeks before the start of the Campaign.
4.3 The Profile will receive any products for the execution of the Campaign directly from the Customer or via the Customer's e-commerce and to the postal address registered by the Profile in its Account. Digital Products are transmitted directly from the Customer to the Profile via the Platform or email.
4.4 The Profile shall provide the Customer via the Platform with proposals for posts containing texts, images, videos and the like for the Campaign ("Posts") in accordance with the Mission Description as soon as possible and no later than [five (5) working days] before the Campaign Period. In the event that the Customer does not approve a Post proposal, the Profile undertakes to promptly provide the Customer with a new Post proposal for the Customer's approval. If the Post is not approved in good time before the start of the Campaign, the Customer may terminate the Mission Agreement with immediate effect.
4.5 The Posts approved by the Customer shall be published by the Profile in its Channels during the Campaign Period and in accordance with the Mission Description and taking into account what is set out in paragraph 5 below. Posts may only be published in accordance with the Customer's approval and the Profile undertakes to comply with any restrictions regarding, for example, geographical scope and competing products/services during the Campaign Period as set out in the Mission Statement. The Profile shall be liable for any damage caused for unapproved Posts or otherwise in violation of the Mission Description.
4.6 The Profile further grants a time-limited right to the Customer to use and/or "boost" (advertise) Posts for promotional purposes on the Customer's websites and social media channels from the start of the Promotional Period and up to and including one (1) year thereafter ("License Period"). The Customer has the right to keep the Post up on their website and social media channels outside the License Period, but must be obliged to remove the Post after the end of the License Period if requested by Profiles or Influeri. To avoid misunderstandings, the previous sentence only applies to organic publication of the Post on the Customer's own channels and not to Boost or advertising of the Post. In case of Boost and advertising of the Post, the License Period must be adhered to by the Customer regardless.
4.7 For the Profile's participation in the Campaign, the publication of approved Posts during the Campaign Period and other services performed under the Mission Agreement and the assignment to the Customer pursuant to clause 4.4, a Fee is payable. The fee is based on the number of followers the Profile has on its Channels, as well as other parameters.
5 Specific obligations of the Profile
5.1 The Profile is responsible for keeping the username and password of the Account confidential and is responsible for all activity that takes place under his Account on the Platform. In the event of suspicion or knowledge of misuse of or unauthorised access to user data and/or the Account, the Profile undertakes to notify Influeri immediately and to follow Influeri's instructions.
5.2 The Profile undertakes to act ethically and professionally and to refrain from actions that are or may be detrimental to Influeri's or the Customer's reputation.
5.3 The Profile is responsible for ensuring that Posts do not violate any applicable law, regulation or governmental order, including that Posts published by the Profile in the context of the Campaign are marked in accordance with the applicable laws and regulations regarding advertising identification.
5.4 In addition, the Profile is responsible for ensuring that the Posts do not contravene the Channels' terms, policies or guidelines or risk being perceived as offensive or incompatible with good practice. For example, Posts may not contain or include (but are not limited to) any of the following:(a) contain the name, likeness or anything else that may identify another person who has not consented to its publication or use for promotional purposes,(b) criminal activity or incitement to commit a criminal offence,(c) fraud, identity theft or dissemination of another person's personal data (unless consent has been obtained), extortion or impersonation of another person, or anything that could be considered defamation,(d) incitement to racial hatred or other statements which may be perceived as offensive to groups of people based, for example, on ethnicity, sexual orientation, disability, etc.,(e) insults, harassment, bullying or threats against persons or groups of persons, obscenities or offensive postings or other material that may be perceived as inappropriate,(f) breach of confidentiality,(g) depiction of violence, shocking content, child pornography or other pornography,(h) offers or gifts of sexual favours, pyramid schemes or the like,(i) requests for pirated copies and/or sale/purchase of stolen goods, tips on cheating, etc,(j) dissemination of computer viruses or spam,(k) content that may be harmful or dangerous; or(l) material protected by intellectual property rights to which the Profile does not itself hold the rights or which the Profile does not have the right holder's permission to use.
5.5 The Profile acknowledges that it may not use the Posts in any way other than as expressly set out in clause 4.3 and understands that such use may constitute a breach of applicable law which may give rise to both civil and criminal liability and cause damage to the Customer and Influeri. The Profile undertakes to indemnify the Customer and Influeri against any claims based on the fact that the Profile has breached its obligations under this Section 5.5.6 During the Campaign Period and for three (3) months thereafter, the Profile undertakes not to cooperate with the Customer with whom it has entered into an Mission Agreement other than through the use of the Platform.
6 Independence of the Profile, etc.
6.1 Payment of the Fee shall be made after completion of the Campaign, following reporting of results in accordance with the Mission Description and shall be made against a correctly issued invoice.
6.2 Influeri may from time to time also offer other payment options via payment services provided by third parties (such as Swish) ("Payment Service Provider") whereby the Profile undertakes to register a user account with such Payment Service Provider and to accept its terms and conditions for the payment of Fees.
6.3 The Fee constitutes full and final compensation for the services performed by the Profile in connection with the Mission Agreement. The Profile is therefore not entitled to any further compensation from Influeri or the Client under either this Agreement or the Mission Agreement.
6.4 The Profile enters into the Mission Agreement as an independent contractor and is responsible for the tools and all expenses and costs associated with the Mission Agreement. The Agreement shall not result in Influeri being considered an employer in relation to the Profile or in the Profile being considered an employee in relation to Influeri.
6.5 The Profile is obliged to take care of all employer obligations, such as the payment of taxes and social security contributions, itself or via so-called self-employment companies.
6.6 The agreement shall not entail any obligation for Influeri to make tax deductions or pay social security contributions in respect of the Fee paid to the Profile. If Influeri is required to pay taxes, tax surcharges, employer's contributions, interest or similar costs relating to the Fee, the Profile shall reimburse Influeri for such costs.
7 Processing of personal data
7. 1 Each Party is responsible as the data controller for ensuring that its processing of the Profile's personal data complies with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC ("GDPR") and other applicable and complementary national legislation relating to the processing of personal data, including ensuring the existence of a lawful basis for the processing of personal data and informing the data subjects whose personal data are processed about the processing of personal data by the Party, any data transfer between the Parties, the possible existence of a transfer of personal data to a third party and/or transfer to a third country outside the EU/EEA area and its lawful basis, the existence of the use of a data processor and the rights of the data subject in connection with the processing of personal data.
7.2 Within the framework of the Agreement, there are a number of processing operations of the Profile's personal data for the purpose of brokering Mission Agreements. Influeri processes these in accordance with its Privacy Policy.
8 Confidentiality
8.1 The Profile undertakes not to disclose to third parties confidential information concerning Influeri and/or the Client's activities or the Fee. The Profile is only entitled to use Confidential Information for the purpose of fulfilling its obligations under the Mission Agreement.
8.2 "Confidential Information" in clause 8.1 means any information - technical, commercial or of any other nature - whether or not the information is documented, with the exception of information which is or becomes public knowledge or which has come or comes to public knowledge otherwise than through the Profile's breach of this provision.
8.3 The confidentiality obligation referred to in paragraph 8.1 above shall continue to apply after this Agreement has expired, but shall not prevent Profile from disclosing information that Profile is obliged to disclose by law, court order or decision of a public authority.
9 Term of the Agreement and termination
9.1 This Agreement shall enter into force on the Start Date and shall remain in force until further notice with a mutual notice period of one (1) month (the "Agreement Period"). Notice of termination shall be given in writing via the Platform.
9.2 The Party has the right to terminate the Agreement with immediate effect if the other Party(a) is in material breach of its obligations under this Agreement and fails to remedy such breach within thirty (30) days of written request; or(b) repeatedly breaches its obligations under this Agreement; or(c) is declared bankrupt, goes into liquidation, suspends payments or is otherwise deemed to be in default.
9.3 In the event that this Agreement is terminated for any reason, the provisions of Sections 4.4, 5.6 and Sections 8 (Confidentiality), 10 (Liability and Limitation of Liability), and 12 (Governing Law and Dispute Resolution) shall survive.
10 Liability and Limitation of Liability
10.1 The Party's liability under the Agreement is limited to direct damage unless the damage is caused by gross negligence, willful misconduct or breach of promise herein. The limitation of liability does not apply to damage caused by the other Party's infringement of intellectual property rights.
11 Other provisions
11.1 This Agreement shall not be deemed to create an employment relationship, partnership, joint venture or sole proprietorship between the Parties.
11.2 Amendments and supplements to the Agreement shall be binding only if in writing and signed by both Parties.
11.3 A Party may not, without the written consent of the other Party, assign or pledge its rights or obligations under this Agreement, in whole or in part, to any third party.
11.4 This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior written or oral warranties, undertakings, representations and agreements between the Parties.
12 Governing law and dispute resolution
Swedish law shall apply to the Agreement (without regard to conflict of law rules).