The following terms shall have the following meaning:
"Brand" shall mean the party which may use and order Campaign based Services on WORD.
"Brand Account" shall mean the Brand’s user account on [●].
"Brand Content" shall mean the Brief provided by Brand to WORD for the fulfilment of the Services. Brand Content shall also include Brand’s name, logo and trademarks on WORD website and social media channels as well as WORD’s affiliates´ websites and social media channels.
"Brief" shall mean the offer document by the Brand hosted on the Services, which gives general information about the Brand’s campaign plan, including the campaign story, mentions, etc, based on which the Influencer is to render its content creation and marketing based services.
"Budget" shall mean the total budget of the Brand for a specific Campaign. "Payable Budget" shall the Budget as total remuneration due and payable to Content Creator as defined in the Brief.
"Campaign" shall mean the focused marketing activity required to be carried out on behalf of the Brand, as per details published in the Brief, and executed by the Influencer.
"Content" shall mean any and all content on the Services.
"Channel" shall mean means the relevant channel on which the Post shall be displayed through the Influencer’s profile/handle, (e.g. Instagram, Facebook, etc.) as specified in the Brief.
‘"Contract"’ shall have the single agreement between the Brand and WORD consisting of the accepted Brief.
"Commission" means fee amounting to 10 % of the Budget as determined in the Brand Account, payable by the Brand to WORD, for use of its Services.
"Confidential Information" means all information disclosed by one Party to the other, irrespective in which form, which is either marked as confidential or reasonably to be considered confidential considering its nature and the circumstances of its disclosure. Confidential Information comprises any details about the Services not publicly known.
"Influencer" means natural persons who are users of social media with a certain level of following and engagement on such social media platforms. The threshold to qualify as an Influencer is laid down here.
"WORD/Company/We/Our" shall mean the Services provided by the marketplace operated by Alchemy Advertising Pvt. Ltd. on [●] in the form of a self-serve tech platform which enables brands to connect with content creators/influencers for creation and marketing of campaign-based content, by way of influencer marketing.
"WORD Content" shall mean the Services and all information and/or content that the Brand sees, hears, or otherwise experiences on the Services including but not limited to text, graphics, images, music, software, audio, video, stills, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services which WORD owns and/or controls.
"Offer" means the details of services to be rendered by the Influencer based on the Brief in return for the Budget defined herein.
"Party" shall mean either WORD or Brand, as per context.
"Parties" shall mean the Brand and WORD collectively.
"Post Or Posts" shall mean the marketing and promotional material and artwork to be provided by Influencer for Brand’s approval in connection with the Services in the relevant Channel. "Approved Post" shall mean the Post approved by the Brand to be included as part of the Campaign.
"Services" means, individually and collectively, the provision of WORD´s website to Brands (including all related players, widgets, tools, functionalities, applications, pages, data, software, application program interface (APIs) and other services.
"Terms" shall mean this document containing the terms and conditions of use between the Brand, the Influencer and WORD.
These Terms contains the agreement between [●].
These Terms governs Brand’s use of services provided by WORD on the website located at [●] and [●] and via other delivery methods including all related players, widgets, tools, functionalities, applications, data, software, application program interface (APIs) and other services provided by WORD.
These Terms are important because they:
PLEASE NOTE, THESE TERMS AND CONDITION OF USE ALONG WITH ALL THE AGREEMENTS STATED IN THIS DOCUMENT ARE EXCLUSIVELY BETWEEN WORD MARKETPLACE AND THE BRAND AND [●].
Please read these Terms very carefully. By accessing or using the Services the Brand represents that it has read these Terms and agrees to be bound by the same, along acceptance all terms incorporated by reference. If the Brand does not agree with all of the use requirements and restrictions described herein, the Brand is not entitled access the Services.
Brand are required to review these Terms thoroughly and verify whether these Terms are complete, prior to using the Services. Should these Terms to contain an error, the Brand is required to communicate with WORD in writing at the address provided in Section [●] of these Terms.
The Brand represents and warrants that it understands, and agrees, that WORD shall not, in any way, be construed to be a party to any contract or agreement with the Brand regarding the provision of any implied services or results the Services, save and except as specified hereunder. While WORD endeavors to provide maximum value to Brands by optimizing the Services basis market requirements, WORD does not guarantee in any way that the use of the Services will result in adequate economic benefits and/or business opportunities and/or increase in Brand reach and engagement, and/or Brand goodwill. WORD does not guarantee that use of the Services by the Brand, in any manner and to any degree or extent, will meet the objectives with which the Brand started using the Services. The Brand hereby expressly agrees that dissatisfaction with the Services shall not entitle the Brand to receive a refund of any monies payable/paid to WORD and the Brand’s sole remedy, should such an event arise, shall be termination of the Brand Account and stoppage of use of the Services.
By using the Services, the Brand agrees that WORD may display of advertisements, events, promotions, including advertisements that businesses, organizations pay WORD to promote; that in our opinion, shall be relevant to the Brand.
To get started with using the Services, the Brand is required to create a Brand Account on the Website.
To create the Brand Account, the Brand is required to provide [●] in connection with the Brand’s use of the Services. The Brand agrees and confirms that it shall not use anyone else’s brand account at any time.
WORD reserves the right to add, edit, modify, delete any information provided by the Brand in the event the same, in WORD’s sole discretion, is in breach of any applicable law and/or the Contract and/or any of WORD’s policies at any time. We reserve the right to force forfeiture of any Account Information that becomes inactive, violates trademark, or may mislead other users. WORD reserves the right to reclaim Account Information on behalf of businesses or individuals that hold legal claims or trademark rights over such Account Information.
Brand hereby acknowledge and understand that it may take 48 (forty-eight) hours or more to validate and activate Brand Account. Brand also agrees that the Brand won’t disclose Brand Account password to anyone and Brand will notify us immediately of any unauthorized use of Brand Account. Brand is responsible for all activities that occur under Brand’s Account, whether or not Brand are aware of them. We may restrict, deactivate or terminate Brand’s access to the Services or Brand’s Account if we believe Brand are in breach of these Terms.
Once the Brand has made a Brand Account on the Services, the Brand may log in to the Website using the relevant Account Information, the Brand is automatically provided with features and functionalities that will enable it to create a Campaign. Once the Brand is on the homepage of the Website, it will have access to a host of features and functionalities. The basic look and structure of Brand’s Account features and functionalities is explained here [●] .
We have explained the basic structure, look and features of the Website in more detail here.
To initiate a Campaign and conclude the Contract with WORD:
3.3. The concerned Contract is concluded on the day the Post is published.
3.4. The Brand is solely responsible for reviewing and approving Post Content.
ACCESS TO OUR SERVICES AND WORD CONTENT. All of the Services and the WORD Content is the property of and is protected by Indian and international copyright, trademark, and other laws. WORD owns or has the license to use all of the intellectual property rights relating to WORD Content and, the Services, including, without limitation, all intellectual property rights protected as trade secrets, copyrights, trademarks, service marks, trade dress, or proprietary or confidential information, and whether or not they happen to be registered. The Brand agrees that by virtue of its use of the Services, the Brand does not acquire any intellectual property rights vested in WORD Services and/or WORD Content. Third party software included in the Services are made available to the Brand under the relevant third-party software license terms.
All right, title and interest in all Intellectual Property Rights in Posts and the Posts will remain or be vested in the Influencer. Nothing in these Terms will be taken to constitute a transfer, assignment or grant of any ownership rights in the Posts to any other party, including WORD or the Brand.
TO THE BRAND:
Notwithstanding the foregoing, the Influencer grants the Brand, the right to:
Notwithstanding the foregoing, the Influencer grants:
TO WORD: WORD does not claim ownership rights in any Brand Content Brand make available through Brand use of the Services The Brand hereby grants WORD, a sub-licensable, irrevocable, perpetual, royalty free and worldwide license to exploit, wholly and without any limitation, any and all of the Brand Content and/or part thereof, through any and all modes, media and formats, for the purpose of promoting WORD and its Services. The License of rights granted under the Agreement by Brand to WORD includes but is not limited to (a) the right to advertise, publicise, and/or promote the Brand Content in connection with the use, sale, performance and/or distribution of the Services; (b) the right to communicate to the public, the Brand Content through all modes and mediums now known or invented and/or developed in future, including but not limited to, broadcast or through any other present future broadcast media, whether independently or in conjunction with other Content; (c) to exploit the mobile, digital and electronic rights in each and/or all of the Brand Content; (e) to synchronize the Brand Content with other content in any manner to any extent whatsoever; (f) to reproduce the Brand Content in any material form and issue copies of the Brand Content.
TO INFLUENCER: The Brand grants to the relevant Influencer, a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable licence:
WORD make no warranties or representations, express or implied, about the Brand Content, including as to its legality or accuracy Word does not review Brand Content and is neither obliged to do in manner. WORD is not responsible for the contents of Brand Content and we do not necessarily endorse any opinion contained in such material.
We hereby grant Brand a non-exclusive, non-transferable, revocable and limited license to make
non-commercial use of the Platform and its Services that are intended to be made available to Brand
accessing the Services Brand are entitled to and/or as a visitor browsing the Services. Apart from
other right, title and interest is being made available to Brand. Brand may not use any User’s
Services or upload any content on their behalf. Further, we reserve all rights not granted to Brand
WORD Services are not sold or transferred to Brand, and WORD and its licensors retain ownership of all copies of the software applications, data, WORD Content, visuals, stills, etc, at all times. Brand may not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit WORD Content, except as expressly permitted in the Agreement, without WORD’s express prior written consent. No licenses or rights are granted to Brand by implication or otherwise under any intellectual property rights owned or controlled by WORD or its licensors, except for the licenses and rights expressly granted in the Agreement.
We grant Brand permission to use the Services subject to the conditions and restrictions in the Agreement. We may change, restrict, or terminate Brand permission to use the Services for any conduct that we consider to be inappropriate, or for Brand breach of the Agreement, including the restrictions listed hereunder. Brand use of the Services is at Brand own risk, including the risk that Brand might be exposed to content, information, data, items, materials, software, text, displays, images, video, and audio that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.
We are not responsible or liable, in any manner whatsoever, for any unsatisfactory or delayed performance of any such Services and/or the products of the Services.
The Services may be modified, updated, interrupted, suspended or discontinued at any time, for any or no reason without notice to Brand.
Notwithstanding any contained in these Terms, the Brand agrees to pay WORD:
Once the Post is approved and published, WORD will raise an invoice against the Brand containing the Budget and the Commission. Brand shall make payment of the Invoice within [●] days of the Post being published. WE HAVE A STRICT NO REFUNDS POLICY.
The Brand is responsible for paying all taxes (except as required otherwise under applicable law).
In the event, the Brand breaches the Agreement, we reserve the right to suspend and/or terminate (temporarily or permanently) all, or a portion of Brand Account or access to the Services, with or without notice to Brand, at our sole discretion. Any suspected illegal, fraudulent or abusive activity may become ground for terminating Brand access to the Services. Except as may be set forth, termination of Brand Account may include: (i) removal of access to all offerings within the Services; and (ii) barring Brand from further use or access of the Services. WORD may, at its sole discretion, suspend Brand ability to use or access the Services or any portion of it at any time, while the WORD investigates complaints or alleged violations of the Agreement, or for any other reason.
Once terminated or suspended (temporarily or permanently), Brand may not be entitled, if we deem so, to continue to use the Services under the same Account, a different Account or re-register under a new Account and Brand right to access the Services on the Platform shall immediately cease. We reserve our right to remove or delete Brand information that is available with Services, including, but not limited to, Brand Account Information. Notwithstanding anything in the Agreement, Brand agree that under no event of termination/suspension shall Brand be entitled to receive a refund of and/or retain any monies paid and/or payable to us.
Any suspension, termination, or cancellation will not affect Brand obligations towards WORD under the Agreement, which by their nature are intended to survive such suspension, termination, or cancellation.
The Services may be integrated with or may otherwise interact with third party applications, websites, and services to make the Services available to Brand. These third-party applications may have their own terms and conditions of use and privacy policies and Brand use of these third-party applications and Devices will be governed by and subject to such terms and conditions and privacy policies. Brand understand and agree that we do not endorse and are not responsible or liable for the behaviour, features, or content of any third party application, nor do we warrant the compatibility or continuing compatibility of the third party applications with the Services.
Occasionally there may be information on the Services that contain typographical errors, inaccuracies or omissions that may relate to descriptions, pricing, promotions, offers, and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information if any information on the Services or on any related website is inaccurate at any time without prior notice.
We undertake no obligation to update, amend or clarify information on the Services or on any related website except as required by law. No specified update or refresh date applied in the Services or on any related website, should be taken to indicate that all information in the Services or on any related website has been modified or updated.
Furthermore, there may be occasions when the Services are interrupted for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and equipment that are beyond our control, that may further result in loss of certain or all content, features, and functionalities.
Brand expressly agree that use of the Services thereon is at Brand sole risk. The Services are provided on an “as is” and “as available” basis. WORD expressly disclaims any and all liabilities, warranties, representations, conditions, or indemnities of any kind, whether express or implied including, but not limited to any and all liabilities and warranties of fitness for a particular use or purpose, non-infringement, title, operability, condition, value, accuracy of data and system integration.
WORD and/or its affiliates expressly disclaim any liabilities and warranties regarding security, accuracy, reliability, timeliness and performance of the Services or that the Services will be error free or that any errors will be corrected. No advice or information provided to Brand by WORD will create any liability or warranty that is not expressly stated in the Agreement. Nothing available on the Services shall constitute WORD’s opinion and should not be relied upon in making (or refraining from making) any decision.
We make no representations concerning, and do not guarantee, the accuracy of the Services, including, but not limited to, any information provided through the Services or their applicability to Brand individual circumstances.
Brand agrees that it will not attempt to negotiate terms or payment with any Influencer outside of WORD Services. Without limiting any other rights or remedies available to WORD, any attempt to circumvent WORD Services may result in removal from the Services at WORD’s sole discretion. Brand may not remove any watermarks or copyright notices contained in any content on the Services.
Brand represent and warrant that it shall: (a) comply with any and all applicable laws and/or such other rules and guidelines as may be applicable to Brand and/or the Brand Content ; (b) comply with all of Brand wireless carrier's terms and conditions; (c) not breach any of the terms set forth in the Agreement; (d) verify and affirm the accuracy and truthfulness of all the information Brand provide to us; and (e) no information Brand upload on the Services shall infringe any third-party rights, including, without limitation, intellectual property rights and rights of privacy or publicity.
BRAND owns the intellectual property rights in the Brand Content that it uploads to the Services and has the right to licence the Brand Content to WORD and Influencers in the manner set out in these Terms.
Brand has the right to licence the Brand Content to WORD and Influencers in the manner set out in these Terms.
Brand acknowledges that WORD has no obligation to review any Brand Content on the Services and that that Word is strictly operating as a marketplace. Brand further acknowledges that Influencers are independent third parties and not directly controlled by WORD. Accordingly, in certain circumstances, the Posts may draw criticism, bad publicity, and legal repercussions. Brand specifically acknowledges and agrees that WORD has no control over any Post that may be published and that Brand is solely responsible (and assumes all liability and risk) for determining whether such Posts are acceptable and appropriate to the Brand.
In addition to the above, the Brand agrees, acknowledge and confirm the following:
At all times when using or accessing the Services, Brand agrees that:
Failure to comply with the foregoing provisions in this clause above may result in immediate suspension or termination of Brand right to use the Services without refunding any monies paid to WORD by Brand. The Company reserves the right, in its sole discretion and in all instances, to determine whether Brand has or has not complied with any provision contained in the Agreement.
Brand will indemnify, defend, and hold harmless the Company, the Company’s licensors and affiliates and our respective directors, officers, employees, contractors, agents and representatives, from and against any and all claims, causes of action, demands, liabilities, losses, costs or expenses (including, but not limited to, reasonable attorneys’ fees and expenses) arising out of or relating to any of the following matters:
The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Brand, in which event Brand agree, undertake and confirm to cooperate with us in asserting any available defenses.
To the maximum extent permissible by applicable laws, in no event will the Company and/or its affiliates be liable to the Brand for any damages whatsoever, including without limitation, indirect, incidental, special, punitive or consequential damages, or lost profits, arising out of, or in connection with, Brand use of the Services and/or the Company Content, whether the damages are foreseeable, and/or whether or not the Company has been advised of the possibility of such damages in advance. In the event Brand are in a jurisdiction that does not allow limitation of liability in the manner stated hereinabove, the limitation shall apply to Brand to the extent permitted by applicable laws. If Brand are dissatisfied with the Services and/or the Platform and/or the Company Content, Brand sole and exclusive remedy is to discontinue using the Platform.
Except as otherwise required by applicable law, any claim or cause of action arising out of or relating to Brand use of the Services and/or the Platform and/or the Company Content and/or our relationship with Brand, must be brought within 30 (thirty) days of the occurrence of the event giving rise to the claim or cause of action, or the same will be deemed to be forever barred.
We and/or our affiliates shall, under no circumstances whatsoever, be liable for any delay and/or default in performance under this agreement caused by an event beyond our reasonable control, including but not limited to, war, accident, act of god, industrial action, embargo or a delay, failure or default by Brand, Brand wireless carrier, or any other supplier of goods or services to us or to Brand.
THE COMPANY AND/OR ITS AFFILIATES DISCLAIM ANY LIABILITIES AND WARRANTIES REGARDING SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SERVICES OR THAT THE SERVICES WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED. NO ADVICE OR INFORMATION PROVIDED TO BRAND BY THE COMPANY WILL CREATE ANY LIABILITY OR WARRANTY THAT IS NOT EXPRESSLY STATED IN THE AGREEMENT.
Brand acknowledge and agree that in the course of conducting business with us, Brand may be exposed to confidential information related to the Company’s business and business practices. Except to the extent that such information is otherwise authorised to be available to third parties, Brand agree to keep such information confidential. Brand agree that Brand will not use such confidential information for any purpose that is not specifically provided for in the Agreement.
Where permitted under the applicable law, Brand agree Brand may bring claims against us only in Brand individual capacity and not as a plaintiff or class member in any purported class or representative action. Unless each Party to the Agreement agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
The Agreement shall be strictly governed by and constructed in accordance with the laws of India and courts of Mumbai, India shall have exclusive jurisdiction over any disputes arising from the Agreement or use of the Services.
In the event of any disputes, differences or claims arising between the us and Brandself in connection with the Agreement, during their subsistence and/or after their termination in any manner whatsoever, including the validity and/or construction and/or interpretation of any of the sections hereof or anything done or omitted to be done pursuant hereto, the parties entering into the Agreement shall to the fullest extent possible, try to settle the disputes, differences or claims in the first instance by prompt and good faith negotiations between Brand and us.
We reserve the right to change our Terms at any time for any reasons deemed fit by us, including but not limited to, improving the existing functions or features of the Services, adding new functions or features to the Services, reasonable technical adjustments to the Services, ensuring the effectivity of security features of the Services, and adjustments to the Services pursuant to legal or regulatory compliance requirements. Any changes that we make will become a part of our Terms with Brand when they are posted to our Services and as such, Brand are required to regularly check this page. We will, wherever possible, attempt to notify Brand of any changes to the Terms by way of push notifications and/or pop-ups and/or e-mails within the Services. Brand continued use of our Services will constitute Brand agreement to any changes we make. If Brand do not wish to continue using the Services under the new version of the Terms, Brand may terminate Brand Account by contacting us. The last date on which these Terms were revised is set forth at the top of this document.
In the event Brand come across any content on the Services that Brand may feel is violative of applicable law, please send us the necessary details at the contact information provided in Section 23 and we will act as per applicable law to resolve Brand concerns.
If the Brand has any questions about these Terms or the Services, please contact us at firstname.lastname@example.org
11th Floor, Gazdhar Enclave, Fun Republic Road, Off New Link Road, opposite Yash Raj Studios, Andheri West, Mumbai, Maharashtra 400053