i4influence and the client believe in following industry best practices, including full, fair and effective disclosures of material facts relating to your relationship with Client in accordance with the government legislations. As such, we require that all bloggers, influencers and similar persons (“Influencer” or “You”) adhere to the guidelines set forth below (the “Guidelines”).
Registration and Representation
(1) A “Registration” refers to the submission of the online form for either influencers or businesses, whereby the influencer or business is submitting their details to request project proposals from i4influence
(2) By Registering, you are agreeing that i4influence may represent you in order to find suitable contracts or projects for you to work on – providing you with proposals of potential opportunities
(3) Registration does NOT mean that i4influence will make any agreements without your approval or on your behalf without your knowledge. All proposals and opportunities will be subject to confirmation from you, by either of the below methods of confirmation:
(3.a) an agreement in writing via email
(3.b) an email proposal with acceptance in writing via email
(3.c) an online form to confirm your acceptance of a proposal
In exchange for certain compensation, products and/or experiences, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, i4influence engages Influencer to perform, and Influencer agrees to perform, the services specified on one or more Term Sheets entered by Influencer and i4influence (the “Services”) for the fees and compensation set forth in the Term Sheet. Except as otherwise expressly provided herein, Influencer will perform the Services at its own expense and using its own resources and equipment.
Fees and Payments
(1) Most projects are ‘Free’ for influencers. This means that all fees will be acquired from the business/party that is making payment in return for an influencer marketing campaign, making it free for influencers for such projects. We will not request any fees from the influencer directly, unless otherwise agreed prior to project confirmation.
(2) Our services are bespoke, so in cases of unique projects, any fees that apply to you will be made clear in writing during our project proposal phase before we agree on any project.
(3) Payments made by businesses will include a fixed fee or percentage fee, based on the overall project costs. These fees will be taken by i4influence in return for the service(s) provided. All payments will be made to i4influence directly, as the acting agent and representative of the influencer for a specific project. Any changes to payment terms must be confirmed in writing by i4influence.
(4) In some cases a deposit may be required. The deposit amount will be detailed in the project proposal.
(5) All payments are non-refundable
Respect Intellectual Property Rights
Intellectual Property is the group of legal rights to works that people create or invent. Intellectual property rights typically include copyright, trademark, and trade secret rights, as well as the right to use someone’s name, likeness, image, or voice. Examples include photographs, videos, music (including song lyrics), trademarks/logos (e.g. Nike), brand names or brand packaging (e.g. Coca-Cola, McDonald’s), personal names/likenesses (including celebrities’ names/likenesses), quotes and writings. You should never post or share any content including these elements without obtaining written permission to do so from the third party who owns the rights, as this would constitute a violation or infringement of their intellectual property.
- You should not post or share any works that You do not own or have a proper license to use or have not been authorized by Client for usage.
- You should get permission from any third parties featured in photos and other content that You post – for example, a signed release, waiver, or other form of written permission from those third parties – even if You took the photo yourself, know the individuals involved and/or obtained verbal consent.
- If You are unsure about a work, particularly in instances where a work includes a third-party’s trademark/logo (e.g. a Coke can or Louis Vuitton bag), or music, film or television clips, or a celebrity’s name, photo or image, you should check with Client before using the work. A good rule of thumb is, if in doubt, do not post it.
Disclose Your Connection to Client
As set forth in the Terms, when blogging or posted about Client or Client’s products or services, you must clearly disclose your “material connections” with Client, (i.e. the fact that your post is “sponsored by Client”) and include any hashtags requested by i4influence or Client (such as #ad or #sponsored). “Material connections” may be defined as any connection between an Influencer and a marketer that could affect the credibility consumers give to that Influencer’s statements. Important examples of “material connections” include consideration (i.e., benefits or incentives such as monetary compensation, loaner products, free products or services, in-kind gifts, or special access privileges) provided by a marketer to a You. Note that while i4influence and/or Client may provide recommendations and options for disclosures, neither i4influence nor Client will be responsible for any failure by You to comply with the Data Protection Act 1998 or any failure by You to obtain all third-party clearances and permissions with respect to content You post.
Maintain Clear and Prominent Disclosure
The above disclosure should be made near any statements that You make about Client or Client’s products. This disclosure should be clear and prominent enough for consumers to view it when they are reading your posts. This means that the disclosure should not be buried behind links or in terms and conditions (or in similar documents). In addition, the consumer should not be required to click on, scroll down or mouse over a link to view the disclosure. Please note that this disclosure is required regardless of any space limitations of the medium (e.g., Twitter), where the disclosure can be made via hashtags, such as #sponsored, #paid or #ad (preferably at the beginning of the tweet).
Give Your Honest and Truthful Opinions
Your statements should always reflect your honest and truthful opinions and actual experiences. If a statement is not your opinion, but rather something that Client has asked You to say, this fact should be made clear to readers.
Only Make Factual Statements That Are Truthful and Can Be Verified
Only make a factual statement about Client or Client’s product/service’s characteristics or quality which You know for certain is true and can be verified. For example, do not make statements about the performance of a product unless You have support for such claims. Remember that even if You do not expressly state a fact, it may be implied, and these Guidelines apply to both express and implied messages.
Do Not Send E-mail Messages on Client’s Behalf Unless Expressly Requested To Do So
Unless expressly requested to do so by Client, You are not permitted to send any e-mails on Client’s behalf, nor will Client provide You any compensation if You send any emails on its behalf.
Comply with other policies and laws
You should comply with the terms, conditions, guidelines and policies of any service that You use and all applicable laws. For instance, if a service says it may not be used for commercial purposes, then You should not promote Client or Client’s products or services on such a site.
Protect Your Personal Information
Protect your privacy by keeping in mind that your posts are public. Don’t share personal or sensitive information about You or your family that You may not want to make available to the public.
Respect Others’ Privacy
Do not include personal information about any third party that has not been voluntarily made available by them for You to share in your posts. This includes any information that may make it possible for someone to reasonably identify another person.
These Influencer Terms and Conditions (the “Terms”) are entered into by and between i4influence, Inc. (“i4influence”), on behalf of its client named on the term sheet (“Term Sheet”) signed by the parties (“Client”), and the individual specified in the applicable Term Sheet executed by the parties (“Influencer”), with regard to Influencer’s performance of spokesperson, influencer, public relations, and social media services for Client effective as of the date of the Term Sheet (the “Effective Date”).
Intellectual Property Rights
(a) Work Product. Influencer shall perform the Services and develop any work product hereunder for i4influence as a “work made for hire” per U.K. Copyright law, and such work product, including all copyrights, trademarks and other intellectual property rights embodied therein (collectively, the “Work Product”) shall be owned exclusively by i4influence. In the event, any portion of the Work Product is not considered “work made for hire” or as otherwise necessary to ensure full ownership of the Work Product by i4influence, Influencer hereby assigns to i4influence all right, title, and interest in and to such Work Product. Influencer will sign any additional documents that may be reasonably necessary to affect such assignment.
(b) Intellectual Property Rights. No license or other right of any kind is granted by i4influence or Client to Influencer, except as expressly provided in these Terms. Influencer shall not use i4influence’s or Client’s copyrights, trademarks, trade names, or other intellectual property in any way except to the limited extent as may be expressly agreed in the Term Sheet.
(c) Influencer’s Content and Attributes. For the Services which Influencer is providing under these Terms and without limiting i4influence’s ownership of the Work Product as specified above, Influencer gives i4influence and Client the irrevocable, sublicenseable, worldwide right and permission to use any Work Product or other video, photo, written or verbal content Influencer shares or provides related to the Services (collectively, “Client-Related Content”) in any manner, in whole or in part, and for any purpose in any and in any and all media, including and without limitation, on i4influence and/or Client owned or controlled websites and platforms, social media, any advertising materials, publications, marketing materials, and/or presentations, and in any and all other media, in perpetuity. Any statements, posts and/or feedback that Influencer provides may be paraphrased, amplified, shortened and/or put into conversational form. Influencer further agrees that i4influence and/or Client may contact (including by means of messages on public social media platforms).
Influencer / Client-Related Content
Influencer acknowledges that participation in the Services means i4influence and Client can use Influencer’s Client-Related Content and include Influencer’s name/likeness/social media handle or channel/blog name and any other Influencer attributes in any manner that i4influence and/or Client determine supports the purposes of these Terms, including use in any media that accepts advertising or promotional content or communications (such as, but not limited to, digital, print, television or radio).
Influencer agrees that Influencer will not hold i4influence or Client, or their respective licensees, responsible for any liability resulting from their use of Influencer’s Client-Related Content in accordance with the terms hereof. i4influence and Client shall not be liable for any indirect, consequential, exemplary damages (including but not limited to lost profits) and the combined, aggregate liability of i4influence and Client hereunder shall not exceed the fees payable to Influencer under the Term Sheet.
Representations and Warranties; Indemnity
(a) Influencer represents and warrants that: (i) Influencer has the right to assign the Work Product to i4influence as set forth in Section 2; (ii) the Work Product and other Client-Related Content will be original and will not infringe upon any copyright, patent, trademark, right of publicity or privacy, or any other proprietary or other right of any person, whether contractual, statutory or common law; (iii) the Services rendered by Influencer shall be promptly rendered with due care and shall be of first rate quality; (iv) Influencer shall not, during the term of these Terms, render any services of any kind directly or indirectly for any company competitive with i4influence or Client or conduct or participate in any program, promotion or other project that would detract from the Services Influencer is providing hereunder; (v) Influencer will not commit any act which brings i4influence or Client into public disrepute, contempt, scandal, or ridicule, or which insults or offends the general community to which i4influence advertising materials are directed, or which might tend to harm i4influence or any of i4influence or Client’s products or services including, without limitation, disparaging i4influence, Client, their products or services, or their competitors; (vi) Influencer’s statements, posts and feedback are true and accurately reflect Influencer’s honest opinion and experience with i4influence, Client, and their competitors’ products and/or services to the extent applicable, (vii) Influencer agrees that time is of the essence in connection with these Terms and all deadlines provided by i4influence, and (vii) Influencer will comply with all applicable federal, state and local laws, regulations, administrative guidelines, orders and ordinances, including without limitation, all privacy and data security laws and the terms and conditions of all applicable third party web sites, platforms or applications, including by making disclosures in accordance with the Data Protection Act 1998 as further detailed in 3(b) below, in rendering the Services herein.
Further, i4influence and its licensors retain all ownership rights in their proprietary platforms, software, websites and technology, including any updates, enhancements, modifications thereto or any back-end technology associated therewith (“i4influence Platforms”). Influencer agrees not to: (i) copy, rent, lease, sell, distribute, or create derivative works based on the i4influence Platforms in whole or in part, by any means, except as expressly authorized in writing by i4influence; (ii) use any i4influence trademarks without prior written permission; (iii) use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” to send messages to the i4influence Platforms or systems; (ii) use the i4influence Platforms in any manner that damages, disables, overburdens, or impairs any of i4influence’s websites or interferes with any other party’s use of the i4influence Platforms; (iii) attempt to gain unauthorized access (or exceed any authorized access) to i4influence Platforms; (iv) access the i4influence Platforms other than through the i4influence interface; or (v) use the i4influence Platforms for any purpose or in any manner that is unlawful or prohibited by these Terms. i4influence hereby grants Influencer a limited, non-exclusive, non-transferable license to access and use the i4influence Platforms solely as necessary about the provision of Services hereunder.
EXCEPT AS OTHERWISE SET FORTH HEREIN, TO THE EXTENT PERMITTED BY LAW, THE i4influence PLATFORMS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. EXCEPT AS OTHERWISE SET FORTH HEREIN, i4influence DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND REGARDING THE i4influence PLATFORMS INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PURPOSE, TITLE AND NON-INFRINGEMENT.
(b) i4influence believes in full transparency and in full, fair and effective disclosures of material facts relating to Influencers’ relationship with i4influence. Because Influencer has a relationship with i4influence as an Influencer, in accordance with Data Protection Act 1998, Influencer will include a disclaimer with all Client-Related Content Influencer shares publicly stating that Influencer has a material connection to the Client and was compensated or otherwise incentivised to post the Client-Related Content. i4influence and Client reserve the right to specify the form and content of such disclaimers. Notwithstanding the termination provisions set forth in Section 7, i4influence reserves the right to immediately terminate these Terms if Influencer fails to make social media or other disclosures in the manner set forth in the Data Protection Act 1998 and/or as instructed by i4influence, which failure shall be deemed a material breach of the Terms that is not capable of cure.
i4influence and Client shall have the right to inspect and/or approve the topics and content of blogs and/or social media posts and other Client-Related Content prior to posting by Influencer and to request revisions if such materials are not approved, such request to be made to Influencer within two (2) business days of Influencer’s submission of such materials. Influencer agrees to submit revised materials within two (2) day(s) of receiving a request for revision from i4influence.
(c) Influencer agrees to defend, indemnify and hold harmless i4influence, Client and their respective officers, directors, employees, business partners and agents, from and against any and all third party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Influencer’s breach of any of its representations and/or warranties hereunder, (ii) the authorized use of the Work Product and other Client-Related Content or exercise of the rights granted hereunder, (iii) Influencer’s use of third party products or content in performing the Services; and (iv) Influencer’s negligence or willful misconduct.
(d) Influencer hereby agrees, for herself, her heirs, executors and administrators, to release, waive, discharge, absolve, agree to hold harmless, and covenants not to sue, i4influence, Client and their respective agents, employees, officers, directors, successors and assigns (collectively, “Released Parties”), from and/or in relation to any and all liability, loss, harm, damage, injury, cost or expense whatsoever which Influencer, his/her heirs, executors, administrators and assigns had, now have or hereafter may have, by reason of any matter connected in any way with the Released Parties’ exercise of their express or implied rights hereunder, including but not limited to the right to use Influencer’s name, voice or likeness, it being understood that the Release Parties shall be free to use Influencer’s name, voice and likeness in any manner in connection with the Client-Related Content or otherwise in support of the purposes of these Terms.
(e) For influencers under the age of 18, a legal representative or manager of the influencer must be used for all communication. It is the influencer’s responsibility to inform us if these terms are not being met at any time and in any instance of communication with us.
Relationship of Parties
Influencer’s relationship with i4influence is that of an independent contractor, and nothing in these Terms is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. Influencer will not be entitled to any of the benefits that i4influence may make available to its employees. Influencer is not authorized to make any representation, contract, or commitment on behalf of i4influence or Client unless specifically requested or authorized in writing to do so by an authorized officer of i4influence or Client, as applicable, or both. Influencer is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of the Services and receipt of fees under these Terms and will hold i4influence and Client harmless from and against any tax liability associated with fees hereunder. No part of Influencer’s compensation will be subject to withholding by i4influence for the payment of any social security, federal, state, or any other employee payroll taxes.
Unless authorized by i4influence, Influencer agrees to hold all Confidential Information in strict confidence, not to disclose Confidential Information to any third parties, and to use Confidential Information solely for the purpose of fulfilling its obligations under these Terms. “Confidential Information” shall mean all information, excluding information available from the public domain, disclosed by i4influence or Client to Influencer related to these Terms or the current, future, and proposed business, products, and services of i4influence or Client.
No Conflict of Interest/Non-Circumvent
Influencer is not subject to, and will not accept, and within the 12 months prior to the Effective Date has not performed, any obligation that is inconsistent or incompatible with Influencer’s obligations under these Terms, including any obligation to perform services for any company whose goods and services compete with those of the Client. Further, Influencer acknowledges and agrees that i4influence’s relationships with its customers, including Client and other brands, agencies and entities that use i4influence’s services (“Customers”) are of great value to i4influence. Accordingly, Influencer agrees that during the term of this Agreement and for one (1) year thereafter, Influencer will not directly or indirectly solicit or engage any Customer to purchase services like those provided by i4influence, other than through i4influence.
Term and Termination
(a) Term. The initial term of these Terms shall commence on the Effective Date and continue in full force and effect until terminated as set forth herein or until completion of all Services specified in the Term Sheet, whichever is sooner.
(b) Termination. i4influence may terminate these Terms and/or the Services under any Term Sheet: (i) immediately in the event of a material breach by Influencer or (ii) for convenience at any time. Influencer must return any materials supplied under these Terms upon termination.
(c) Survival. The rights and obligations contained in Sections 2 (“Intellectual Property Rights”), 3 (“Representations and Warranties”), 5 (“Confidential Information”), 7(c) (“Survival”), and 8 (“Miscellaneous”) will survive any termination or expiration of these Terms.
Influencer will not be entitled to, and hereby waives any right to seek, injunctive relief to enforce the provisions of these Terms, and Influencer’s sole remedy for any breach by i4influence shall be to recover monetary damages, if any, subject to the terms and conditions herein.
Influencer may not subcontract or otherwise delegate Influencer’s obligations under these Terms without i4influence’s prior written consent. Subject to the foregoing, these Terms shall benefit and bind the parties’ successors and permitted assigns. These Terms shall be governed in all respects by the laws of the State of New York and Influencer agrees that unless otherwise indicated by i4influence any action arising from or relating to these Terms shall be brought exclusively in a state or federal court located in New York, New York. Should any provisions of these Terms be held by a court of law to be illegal, invalid, or unenforceable, the legality, validity and enforceability of the remaining provisions of these Terms shall not be affected or impaired thereby. The waiver by either party of a breach of any provision of these Terms by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the other party. These Terms (including the applicable Term Sheet) constitute the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. These Terms may only be changed by mutual agreement of authorized representatives of the parties in writing.