TERMS AND CONDITIONS OF USE FOR INFLUENCERS

  1. DEFINITIONS AND INTERPRETATION

The following terms shall have the following meaning:

"Account Information" shall mean information as provided by the Brand and the Influencer on the Brand Account and Influencer Account, respectively.

"App" shall mean and refer to the WORD Marketplace mobile application, available on [●], for download and use by Influencers in accordance with these Terms.

"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 [●], created by the Brand on the Website.

"Brand Content" shall mean the Brief provided by Brand to WORD for the fulfilment of the Services, along with any other content uploaded by the Brand on 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 Influencer through WORD, as specified 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 and information 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.

"Influencer Account" means the Influencer’s user account created by the Influencer by way of the App.

"WORD/Company/We/Our" shall mean the Services provided by the marketplace operated by Alchemy Advertising Pvt. Ltd. on [●] and [●] 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 Brand or the Influencer, as per context.

"Parties" shall mean the Brand and Influencer, 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.

  1. INTRODUCTION

These Terms contains the agreement between the Brand, the Influencer and WORD.

These Terms governs the Parties’ use of Services provided by WORD on the website located at [●] and App located at [●] 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 (among other things) they:

  • Outline legal rights and obligations of each stakeholder on WORD;
  • Explain the rights provided to us from the Brands and Influencer’s use of WORD;
  • Describe the rules that need to be followed while using WORD;
  • Contain an agreement on how to resolve any disputes that may arise;
  • Explain the specific terms upon which Brand and the Influencer may use the Services.

Please note that WORD offers limited use of its services, conditioned upon the each Party’s acceptance of all terms, conditions, policies and notices stated herein. By accepting these Terms and the Privacy Policy, each Party, i.e., the Brand and Influencer is expressly electing to use and access WORD services over the internet. Each Party covenants that any information that it submits to WORD is true, accurate, and complete. Furthermore, WORD undertakes no liability in relation to a violation of this document by a Party.

If a Party does not agree to any of the Terms, then it is not permitted to access and/or use any of the services provided by WORD. These Terms, together with our Privacy Policy, any other terms that a Party may agree to, and other terms that may be notified or updated on the Services, from time to time, constitute a legally binding agreement between the Brand, the Influencer and Alchemy Advertising Pvt. Ltd., in relation to the use of the services provided by WORD.

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 [●].

  1. ACCEPTANCE OF THE TERMS

Please read these Terms very carefully. By accessing or using the Services each Party represents that it has read these Terms and agrees to be bound by the same, along acceptance all terms incorporated by reference. If a Party does not agree with all of the use requirements and restrictions described herein, the such Party is not entitled access the Services.

The Terms do not alter in any way, the terms or conditions of any other agreement a Party may have with WORD. If a Party is using the Services on behalf of any entity, it represents and warrants that it is authorized to accept the terms and conditions set forth in these Terms and the Contract on such entity's behalf, and that such entity agrees to indemnify the Brand and WORD for any violations of the Contract. By agreeing to these Terms, each Party also agree to our Privacy Policy and/or such other policies as may be established or introduced by WORD from time to time.

The Parties 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 concerned Party is required to communicate with WORD in writing at the address provided in Section [●] of these Terms.

  1. USE OF WORD SERVICES

The Parties represent and warrant that they understand, and agree, that WORD shall not, in any way, be construed to be a party to any contract or agreement with the either Party 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 the Parties 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 and/or Influencer outreach and fame. WORD does not guarantee that use of the Services by a Party, in any manner and to any degree or extent, will meet the objectives with which such Party started using the Services. The Parties hereby expressly agree that dissatisfaction with the Services shall not entitle such Party to receive a refund of any monies payable/paid to WORD or entitle such Party to any remuneration not contemplated under this Agreement, and such Party’s sole remedy, should such an event arise, shall be termination of the Brand Account or Influencer Account (as may be applicable) and stoppage of use of the Services.

By using the Services, the Parties agree 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 Parties.

  1. GETTING STARTED:

ACCOUNT CREATION

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.

Influencer

To get started with using the Services, the Influencer is required to create an Influencer Account on the App.

To create the Influencer Account, the Influencer is required to provide [●] in connection with the Influencer’s use of the Services. The Influencer agrees and confirms that it shall not use anyone else’s account at any time.

Brand + Influencer

WORD reserves the right to add, edit, modify, delete any information provided by the Brand and/or Influencer 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.

WORD retains the right and absolute discretion to terminate the relevant Brand Account and/or the Influencer Account and/or access to the Services (or any element thereof) if it believes that a Party is abusing or tampering with the Services (or any element thereof) in any way, or if a Party has breached these Terms of Use, or a Party has engaged in any unlawful, unethical, unsportsmanlike or other misconduct calculated to jeopardise the proper administration of WORD (or any element thereof). WORD’s legal rights to recover damages or other compensation from such an offender are reserved.

Parties hereby acknowledge and understand that it may take 48 (forty-eight) hours or more to validate and activate Brand Account and Influencer Account. Parties also agrees that their account password to anyone and will notify us immediately of any unauthorized use of their account. Each Party is responsible for all activities that occur under the respective Brand Account or Influencer Account, as the case may be, whether or not such Party is aware of them. We may restrict, deactivate or terminate a Party’s access to the Services if we believe a Party is in breach of these Terms.

  1. USING OUR SERVICES

Brand

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.

We reserve the right to reject any Campaign that does not comply with these Terms.

The basic look and structure of Brand’s Account features and functionalities is explained here [●] .

Influencer

Once the Influencer has made an Influencer Account on the Services, the Influencer may log in to the App using the relevant Account Information. The Influencer is then automatically provided with features and functionalities that will enable it to create select a Campaign for which the Influencer can submit Posts. Once the Influencer is on the homepage of the Influencer Account, Influencer will have access to a host of features and functionalities. The basic look and structure of Influencer’s Account features and functionalities is explained here [●] .

We have explained the basic structure, look and features of the App in more detail here.

  1. THE PROCESS AND HOW EACH PARTY’S CONTRACT IS CONCLUDED

Brand

To initiate a Campaign and conclude the Contract:

Once the Brand has logged into the Brand Account, the Brand shall insert information as part of the Brief, based on which the Influencers may provide Posts.

  • A Brief must include the following details in order to be accepted by WORD: [●]
  • The Brief is then accessible and visible to Influencers once registered on the Services, who may accept the Brief and provide Posts for approval by the Brand.
  • In case of acceptance/approval of the Post/Posts by the Brand: the Brief, and these Terms shall be considered one final signed and binding Contract between Brand, WORD and the Influencer.

The concerned Contract is concluded on the day the Post is published. The Brand is solely responsible for reviewing and approving Post Content. We reserve the right to reject any Campaign that violated these Terms or any law and/or regulation in force.

Influencer

To conclude the Contract:

  • Once the Influencer has logged into the Influencer Account, the Influencer may select a Campaign for which he/she elects to deliver Posts.
  • The Post must be created and delivered as per the Brief of the Campaign.
  • The Post is then visible to the Brand whose Campaign for which the Post is submitted, who may accept the Post or reject the Post.
  • Once a Post has been approved by a Brand, Influencer must publish the Approved Post to the relevant Channel as required under the Brief within 24 hours of the Post being approved.
  • The Post approved by the Brand cannot be edited by the Influencer once it becomes an Approved Post.
  • Influencer agrees that it is the sole responsibility of the Influencer to publish Posts on the relevant Channel as per the Brief.
  1. INTELLECTUAL PROPERTY RIGHTS AND GRANT OF RIGHTS

ACCESS TO OUR SERVICES AND WORD CONTENT. All of the Services and the WORD Content is the property of WORD 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. Each Party agrees that by virtue of its use of the Services, they do 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 Parties under the relevant third-party software license terms.

LICENSE OF RIGHTS IN

Subject to these Terms, all right, title and interest in all Intellectual Property Rights in Posts and the Approved 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:

  • share, comment upon and re-post the relevant Post in any and all social media channels; and
  • the right to use the Influencer’s name, image, likeness, attributes and to communicate the post to the public in any all media in any manner deemed fit (including but not limited to print, digital and/or social media).

TO WORD: Notwithstanding the foregoing, the Influencer grants:

  • a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable license to use the Post for the purpose of marketing and promoting WORD (and its Services) in any manner, without further notification to or consent of the Influencer or any further remuneration payable to the Influencer, other than as stated in these Terms.
  • the royalty free right to use the Influencer’s name, likeness and attributes and performances in the Post and to communicate the Post to the public in all languages, in all media including but not limited to: all online media (including but not limited to digital banners); in all online owned media (including but not limited to the website and App of WORD and internal communications of WORD); in all social media (including but not limited to the social media channels of WORD); and in any earned media or public relations activity published by a third party (including but not limited to print, digital and/or social media).

The Influencer agrees by submitting any Post on the Services, the Influencer waives all moral rights or performer’s rights (or similar laws in any territory or jurisdiction) in the Post, in perpetuity.

LICENSE OF RIGHTS IN BRAND CONTENT.

The Brand grants: –

TO 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. In that limited context, 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 including Brand 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. Subject to the aforesaid and these Terms, WORD does not claim ownership rights in any Brand Content that a Brand makes available through Brand use of the Services

TO INFLUENCER: The Brand grants to the relevant Influencer, a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable licence:

  • to use the Brand Content in accordance with the Brief for the purpose of creating Posts and potential Approved Posts;
  • post, share, comment upon and re-post the relevant Brand Content across their Channels as part of any approved Post in accordance with these Terms.

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.

PARTIES’ LICENSE TO USE THE SERVICES (BRAND + INFLUENCER)

We hereby grant the Brand and the Influencer, a non-exclusive, non-transferable, revocable and limited license to make personal, non-commercial use of the Services that are intended to be made available to a Party as a User for accessing the Services that a Party is entitled to and/or as a visitor browsing the Services. Apart from the foregoing, no other right, title and interest is being made available to any Party. A Party may not use any other user’s account on the Services or upload any content on their behalf. Further, we reserve all rights not granted to a Party under the Agreement.

WORD Services are not sold or transferred to any Party, and WORD and its licensors retain ownership of all copies of the software applications, data, WORD Content, visuals, stills, etc, at all times. Parties 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 any Party 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 each Party, permission to use the Services, as applicable to such Party, subject to the conditions and restrictions in the Agreement and/or any other limitations notified by us to a Party. We may change, restrict, or terminate a Party’s permission to use the Services for any conduct that we consider to be inappropriate, or for a Party’s breach of the Agreement, including the restrictions listed hereunder. Each Party’s use of the Services is at its own risk, including the risk that a Party 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.

  1. INVOICING AND PAYMENTS

Brand

Notwithstanding any contained in these Terms, the Brand agrees to pay WORD:

  • all fees and charges made to the Brand Account for agreed Payable Budget in accordance with these Terms of Use; and
  • 10 % of the Payable Budget as

Once the Post is approved by the Brand, 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).

Influencer

Subject to the Influencer not being in breach of the Agreement, the Brand agrees to pay the Influencer, the Payable Budget. Once the Post has been approved, WORD will invoice the Brand, in the amount of the Payable Budget plus the Commission. Once WORD has received payment of the Payable Budget and the Commission, WORD will remit the Payable Budget to the Influencer within [●].

Influencer agrees that the relevant Brand, not WORD, is liable for payment of the applicable Payable Budget. WORD merely facilitates such payment on behalf of the Brand and, while WORD remits payment to the Influencer directly to the account details provided by Influencer, under no circumstances does WORD accept liability for payment of the Payable Budget to the Influencer.

The Influencer agrees that it will not pursue any actions, legal or otherwise, against WORD for any non-payment, and that this provision constitutes a bar to any such proceedings.

  1. CAMPAIGN RULES FOR BRANDS

These Campaign rules by the Brand are an essential and integral part of these Terms and violation of these Campaign rules shall be considered a material breach by the Brand.

The Brand agrees that it will not use the Approved Post in any manner other than for which the license is granted to it by the Influencer under these Terms. The Brand expressly agrees that it will not use the Post in any form of advertising, sponsorships, marketing other than through the Influencer on the Channel and as per the Brief.

Once a Post has been approved and thus becomes an Approved Post, the Brand cannot refuse to make payment of the Payable Budget and the Commission (along with applicable taxes).

The Brand agrees and acknowledges that WORD does not make any representation and/or warranty regarding the success or failure of a Campaign, irrespective of the parameters for computing the degree of success or failure, such as number of shared on the Approved Posts on the Channels, audience engagement, etc.

The Brand specifically acknowledges and agrees that WORD has no control over any Approved Post that may be published and that Brand is solely responsible (and assumes all liability and risk) for determining whether such Approved Posts are acceptable and appropriate to the Brand.

  1. CAMPAIGN RULES FOR INFLUENCERS

These Campaign rules by the Influencer are an essential and integral part of these Terms and violation of these Campaign rules shall be considered a material breach by the Influencer.

The Influencer is of legal age in the applicable jurisdiction and has all rights, title and authority to license the Posts and Approved Posts.

The Posts Approved Posts do not contain any statement that indicates or suggests that an Approved Post is sponsored in a manner which it is not.

All Approved Posts on the Channels must clearly disclose that the relevant Approved Post is sponsored, such as through use of appropriate hash-tags.

All statements in the relevant Approved Post regarding Influencer’s use and experience of the Brand and/or the Brand’s products or services are true and correct and representative of the Influencer’s opinion, regardless of whether Influencer is paid for such content or not, and fairly represent Influencer’s use and experience of the Brand and Brand products;

If the relevant Post OR Approved Post contains any third party material, including but not limited to any images, references to third parties, third party property, such as music, then the Influencer shall ensure that the relevant third party has been informed of such usage. Influencer shall further ensure and procure from such third party in writing that such images, property or references may be included in the Post and used by WORD, the Brand and the Influencer, or any other third party in accordance with these Terms without remuneration or compensation to the third party. In the event such third party is mandated to be paid any monies under law in any jurisdiction in respect of the third party material incorporated in the Post/Approved Post, then the Influencer shall be solely liable to make payment of such monies. The Brand and/or Word shall not be liable to make payment of monies to any third parties for any purpose arising out of these Terms, and all payments shall be cleared by the Influencer without any recourse to the Brand and/or WORD.

The relevant Post and Approved Post is original and does not contain content that has been previously broadcasted, streamed, reproduced, published, posted onto any social media channel, or otherwise communicated to the public by the Influencer in any way and does not contain materials that have been used in previous marketing materials or promotions for any third party or which otherwise infringe the rights of any third party;

The Brand and/or WORD may make request for any reasonable amendments to the Approved Posts on the Channels and the Influencer shall immediately comply. The Influencer further agrees that the Brand and/or WORD may instruct Influencer to take down/remove an Approved Post from the Channel at any point, which Influencer agrees to comply with immediately upon receiving such instructions.

The Influencer is not now, and will not become, during the course of the Influencer’s engagement hereunder, a member of any collective bargaining organization which would restrict or limit the Influencer’s right to enter and fully perform this Agreement in accordance with the terms hereof. The Influencer hereby acknowledges and agrees that these Terms shall not be subject to the jurisdiction of any collective bargaining agreement or union or guild in any territory throughout the world, and Influencer hereby expressly waives any right the Influencer would otherwise have to raise any grievance, or otherwise invoke the jurisdiction of, any such union, association or guild, in respect of these Terms.

The Influencer agrees to not:

  • delay posting the Approved Post and in any event not beyond 48 hours after receiving notification of the Brand’s approval (unless the Brand requests for an alternate timeline);
  • for a period of five (5) hours after an Approved Post is published, post, share, re-tweet or re-post any other posts or content to that Channel where the effect of publishing such additional posts or content would be to reduce the prominence of the Approved Post;
  1. RESTRICTIONS
  • Post, upload or otherwise transmit or link to content that is: unlawful; threatening; abusive; obscene; vulgar; sexually explicit; pornographic or inclusive of nudity; offensive; excessively violent; invasive of another's privacy, publicity, contract or other rights; tortious; false or misleading; defamatory; libellous; hateful; or discriminatory;
  • Violate the rights of others including patent, trademark, trade secret, copyright, moral rights, privacy, publicity or other proprietary rights;
  • Harass or harm another person;
  • Exploit or endanger a minor;
  • Impersonate or attempt to impersonate any person or entity;
  • Introduce or engage in activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of or access to a computer, digital network or a computer network;
  • Attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising the Services;
  • Interfere with, damage, disable, disrupt, impair, create an undue burden on, or gain unauthorized access to the Platform, including our servers, networks or accounts;
  • Cover, remove, disable, block or obscure portions of the Services, including without limitation, advertisements;
  • Delete or revise any information provided by or pertaining to any other user of the Services;
  • Use technology or any automated system such as scripts, spiders, offline readers, or bots in order to collect or disseminate usernames, passwords, email addresses or other data from the Services, or to circumvent or modify any security technology or software that forms part of the Services;
  • Send or cause to send (directly or indirectly) unsolicited bulk messages or other unsolicited bulk communications of any kind in manner whatsoever including through the Services. If Brand do so, Brand acknowledge Brand will have caused substantial harm to us, but that the amount of harm would be extremely difficult to measure;
  • Solicit, collect or request any personal information for commercial or unlawful purposes;
  • Post, upload or otherwise transmit an image or video of another person without such person's consent;
  • Accessing the Services through any automated means, including “robots,” “spiders,” or “offline readers” (other than by individually performed searches on publicly accessible search engines for the sole purpose of, and solely to the extent necessary for, creating publicly available search indices – but not caches or archives – of the Services and excluding those search engines or indices that host, promote, or link primarily to infringing or unauthorized content);
  • Use the Services to advertise or promote competing services;
  • Use the Services in a manner inconsistent with any and all applicable laws;
  • To unlawfully collude against another person in restraint of trade or competition; and
  • Attempt, facilitate or encourage others to do any of the foregoing.
  1. PRIVACY

When a Party uses the Services, we will collect certain information from each Party as set forth in more detail in our Privacy Policy, which is hereby incorporated by reference. The Privacy Policy is available at [●].

  1. TERMINATION OR SUSPENSION

In the event, a Party breaches the Agreement, we reserve the right to suspend and/or terminate (temporarily or permanently) all, or a portion of the Brand Account or Influencer Account (as the case may be) or access to the Services, with or without notice to such Party, at our sole discretion. Any suspected illegal, fraudulent or abusive activity may become ground for terminating Party’s 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 such Party from further use or access of the Services. WORD may, at its sole discretion, suspend such Party’s ability to use or access the Services or any portion of it at any time, while WORD investigates complaints or alleged violations of the Agreement, or for any other reason.

Once terminated or suspended (temporarily or permanently), such Party may not be entitled, if we deem so, to continue to use the Services under the same Brand Account or Influencer Account (as the case may be), a different account or re-register under a new account, and such Party’s right to access the Services on the Platform shall immediately cease. We reserve our right to remove or delete Account Information that is available with Services. Notwithstanding anything in the Agreement, each Party agree that under no event of termination/suspension shall a Party 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 a Party’s obligations towards WORD under the Agreement, which by their nature are intended to survive such suspension, termination, or cancellation.

  1. THIRD PARTY APPLICATIONS AND CONTENT

The Services may be integrated with or may otherwise interact with third party applications, websites, and services to make the Services available to the Parties. These third-party applications may have their own terms and conditions of use and privacy policies and each Party’s use of these third-party applications and Devices will be governed by and subject to such terms and conditions and privacy policies. The Parties 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.

The Services may contain hyperlinks to external websites owned and operated by third parties. We have no responsibility in relation to the accuracy, completeness and quality of the information contained within such third-party sites, and the Parties access these sites at own risk. Any and all contents on such third- party sites do not reflect the services or information provided by us. Please note that when a Party use third-party services, their own terms of use and privacy policies will govern such Party’s use of those services. References to any external links should not be construed as an endorsement of the links or their content by us.

  1. ERRORS, INACCURACIES AND OMISSIONS

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.

  1. DISCLAIMER OF WARRANTIES

All Content, whether Posts or Brand Content or any other content generated by the Brand or Influencer is not moderated, approved or endorsed by WORD. Accordingly, no Content constitutes a representation by WORD, nor does WORD accept any liability for the legality, validity, accuracy or suitability of any content provided by Influencers or Brands. If any Party has a question or concern about the Post, including how the Brand may use the Post, or what the Influencer may use the Approved Posts, each Party must make their own independent inquiries to WORD directly, or if advised by WORD, by contacting the relevant Party. Each Party agrees that WORD is not responsible for, and does not endorse, any Content posted using the Services. WORD does not have any obligation to pre-moderate, monitor, edit or remove any Content. If Content violates these Terms, such violating Party violating shall bear legal responsibility for that Content.

Each Party expressly agrees that use of the Services thereon is at such Party’s 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 any Party 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.

  1. REPRESENTATIONS, WARRANTIES, UNDERTAKINGS AND INDEMNITY BY PARTIES

Each Party agrees that they will not attempt to negotiate terms or payment with the other Party 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. Neither Party may remove any watermarks or copyright notices contained in any Content on the Services.

The Parties represent and warrant that they shall: (a) comply with any and all applicable laws and/or such other rules and guidelines as relevant to Brand and/or Influencer and/or the Brand Content and/or Posts and/or Approved Posts and/or any other relevant Content (as may be applicable to a Party) ; (b) comply with all of its 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 provided to us; and (e) no information uploaded by a Party on the Services shall infringe any third-party rights, including, without limitation, intellectual property rights and rights of privacy or publicity.

Each Party owns the intellectual property rights in the Content that it uploads to the Services and has the right to licence the relevant Content to WORD and the other Party in the manner set out in these Terms.

WORD has no obligation to review any Content on the Services, including Brand Content, Brief, Posts and that that Word is strictly operating as a marketplace. Each Party further acknowledges that the other Party is an independent party and not directly controlled by WORD. Accordingly, in certain circumstances, the Approved Posts may draw criticism, bad publicity, and legal repercussions.

In addition to the above, the each Party agrees, acknowledge and confirm the following:

  • The Company (including its Directors, officers and/or employees) accepts no responsibility for any legal or financial events or outcomes arising out of the use of the Services.
  • The Services are for personal use and Parties shall not be entitled to use the same for commercial purposes and/or for any purpose beyond the scope of the Agreement.
  • The Services and/or the information thereon shall not be used for any illegal purposes whatsoever. Parties shall not be entitled to access our networks, computers and/or the information and/or Services in any manner that could damage, disable, overburden, or impair them, or interfere with any other person's use and enjoyment of our Services and/or the information thereon. Parties may not attempt to gain unauthorized access to any information and/or Services, other accounts, computer systems, or networks connected with the Services and/or information. Parties may not use any automated means (such as a scraper) to access the Services for any purpose whatsoever. Such unauthorized access includes, but is not limited to, using another person’s login credentials to access his or her Account. Any attempt by any individual or entity to solicit login information of any other User or to access any such account, shall be an express and direct violation of the Agreement and of applicable law(s), including relevant privacy and security laws and laws prohibiting unfair or unethical business practices.
  • Parties’ right to use the Services is not transferable.

At all times when using or accessing the Services, Parties agrees that:

  • They are solely responsible for the content and/or information Parties publish, make available on the Services, or transmit to other members.
  • It represent and warrant that all Parties Content made available by Parties through the Services shall be wholly original and in compliance with the applicable laws and, that the Company’s use and exploitation of the same, in accordance with the Agreement, shall not violate or infringe upon any third party right including rights in any form of intellectual property.
  • They will not post on the Services, any defamatory, inaccurate, abusive, obscene, derogatory, offensive, threatening, harassing, capable of hurting religious sentiments, or illegal material, or any material that infringes or violates another party’s rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). It will not post any offensive or sexually suggestive references or post any photographs or other images containing nudity. The Company reserves the right, but has no obligation, to remove without warning or remove any profile or photograph or image that does not comply with the Agreement.
  • They are using the Services to enter into any agreement or other contract of services, such agreement/contract shall not be inconsistent with the Agreement.
  • They will use the Services in a manner consistent with any and all applicable laws and regulations.
  • They will not falsify its identity or misrepresent itself or any other user or any third party, in any way on the Services.
  • They will not “stalk” or otherwise harass any user and/or third party in any way.
  • They will not transmit any chain letters, spam or junk email to other members or to us.
  • They will not express or imply that any statements Parties make are endorsed by us, without our specific prior written consent.
  • They will not harvest or collect personal information of other members, without our written consent.
  • They will not use any robot, spider, Website search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, “scrape” or in any way reproduce or circumvent the navigational structure or presentation of the Services or its contents.
  • They will not post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights.
  • They will not interfere with or disrupt the Services, or the servers or networks connected to our Services.
  • They will not post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any software, hardware or telecommunications equipment; nor will Parties attempt to disrupt, degrade, impair, or violate the integrity or security of the Services in any way (including, without limitation, “hacking,” “denial of service” attacks, and the like).
  • They will not “frame” or “mirror” any part of the Services, without our prior written authorization. Parties also shall not use meta tags or code containing any reference to WORD or our Services in order to direct any person to any other website for any purpose.
  • They will not modify, copy, adapt, sublicense, translate, sell, reverse engineer, create derivative works from, decipher, decompile or otherwise disassemble any portion of the Services or any source code or other software used in or for the Services, nor will Parties cause, assist, or encourage others to do so.
  • They are solely responsible for Parties interactions with other users. The Company reserves the right, but has no obligation, to monitor or attempt to resolve disputes between Parties and other Users.
  • They will respond fully, truthfully, and within three (3) business days to any request for information or other inquiry from us, in relation to Parties or another user’s compliance with the Agreement.
  • They take full responsibility for ensuring that the any Content as uploaded and provided by them on the Services do not infringe any rights including but not limited to intellectual property rights, privacy rights and that the Content and Materials uploaded by Parties have been uploaded after getting the required permissions or authorizations from third parties, if any. In case of any copyright infringement or failure to get the required permissions or authorizations from third parties, Parties shall be liable for the same. We shall not be liable in case of any copyright infringement or failure on Parties part to get the required permissions or authorizations from third parties;

Failure to comply with the foregoing provisions in this clause above may result in immediate suspension or termination of a Party’s right to use the Services, without refunding any monies paid to WORD by Brand r without payment of the Payable Budget to the Influencers (as maybe applicable). The Company reserves the right, in its sole discretion and in all instances, to determine whether a Party has or has not complied with any provision contained in the Agreement.

Each Party 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:

  • Such Party’s access to and/or use of the Services;
  • Such Party’s violation of any of the provisions of the Agreement;
  • Such Party’s violation of any rules, regulations, acts and/or laws that are in force or that may come into force from time to time;
  • any activity related to a Brand Account or Influencer Account by way of a Party accessing the Services, including, without limitation, negligent or wrongful conduct; or
  • Such Party’s violation of any third-party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right.

WORD reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by a Party, in which event such Party agrees, undertakes and confirms to cooperate with us in asserting any available defenses.

  1. LIMITATION OF LIABILITY

To the maximum extent permissible by applicable laws, in no event will WORD and/or its affiliates be liable to the any Party for any damages whatsoever, including without limitation, indirect, incidental, special, punitive or consequential damages, or lost profits, arising out of, or in connection with a Party’s use of the Services, whether the damages are foreseeable, and/or whether or not WORD has been advised of the possibility of such damages in advance. In the event the relevant Party is in a jurisdiction that does not allow limitation of liability in the manner stated hereinabove, the limitation shall apply to such Party to the extent permitted by applicable laws. If a Party is dissatisfied with the Services, such Party’s sole and exclusive remedy is to discontinue using the Services, subject to performance of its pending obligations.

Except as otherwise required by applicable law, any claim or cause of action arising out of or relating to a Party’s use of the Services and/or the Platform and/or the Content and/or our relationship with the other Party, 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 any Party, a Party’s wireless carrier, or any other supplier of goods or services to us or to any of the Parties.


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.

  1. CONFIDENTIALITY

The Parties acknowledge and agree that in the course of conducting business with us, the Parties may be exposed to confidential information related to the WORD’s business and business practices. Except to the extent that such information is otherwise authorised to be available to third parties, each Party agrees to keep such information confidential. Each Party agrees that it will not use such confidential information for any purpose that is not specifically provided for in the Agreement.

  1. CLASS ACTION WAIVER

Where permitted under the applicable law,, the Parties agree they may bring claims against us only in their individual capacity and not as a plaintiff or class member in any purported class or representative action. Unless the Parties and WORD 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.

  1. GOVERNING LAW AND JURISDICTION

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.

  1. ARBITRATION

In the event of any disputes, differences or claims arising between WORD and/or Influencer and/or Brand, in connection with the Agreement, during its subsistence and/or after its 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 and WORD, shall to the fullest extent possible, try to settle the disputes, differences or claims in the first instance by prompt and good faith negotiations.

Any dispute that is not resolved within 30 (thirty) days of the occurrence thereof shall be finally settled by way of arbitration in Mumbai, in accordance with the Arbitration Rules of the Mumbai Centre for International Arbitration (“MCIA Rules”), which rules are deemed to be incorporated in this section by reference. The arbitral tribunal (“Arbitration Board”) shall consist of 1 (one) arbitrator, to be appointed by the Council of Arbitration of the MCIA (including the Committee of the Council), in accordance with the MCIA Rules. All disputes at the first instance shall be resolved in accordance with the expedited procedure set out in Rule 12.3 of the MCIA Rules (“Expedited Arbitration Procedure”). If for reasons, the arbitration cannot be conducted in accordance with the Expedited Arbitration Procedure, the disputes shall be resolved in accordance with the remaining provisions of this Section 20 and the MCIA Rules, without giving effect to the Expedited Arbitration Procedure under the MCIA Rules.

The seat and venue of the arbitration proceedings shall be Mumbai, India and the language of the arbitral proceedings shall be English. All aspects of the arbitration shall be treated as confidential. The law governing this arbitration agreement shall be the law of India.

The Arbitration Board shall have the power to grant any legal or equitable remedy or relief available under applicable law, including injunctive relief (whether interim and/ or final) and specific performance. For avoidance of doubt, each party to the dispute shall be entitled to apply to the appropriate court of competent jurisdiction for interim or interlocutory relief in respect of such arbitration.

The Arbitration Board shall also have the power to decide on any dispute regarding the validity of this Section 20.

During the course of any arbitration under this Section 20, except for the matters under dispute, each of the parties entering into the Agreement shall continue to exercise their remaining respective rights and fulfil their remaining respective obligations under the Agreement.

Each party entering into the Agreement shall participate in good faith to reasonably expedite (to the extent practicable) the conduct of any arbitral proceedings commenced under the Agreement.

The Arbitration Board shall render a written and reasoned award in writing at the earliest and in its award, also, decide on and apportion the costs and reasonable expenses (including reasonable fees of counsel) incurred in the arbitration. Any arbitral award or measures ordered by the Arbitration Board: (a) may be specifically enforced by any court of competent jurisdiction; and (b) shall be final and binding on the parties entering into the Agreement.

  1. CHANGES TO THESE TERMS

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 the Parties when they are posted to our Services and as such, Parties are required to regularly check this page. We will, wherever possible, attempt to notify a Party of any changes to the Terms by way of push notifications and/or pop-ups and/or e-mails within the Services. A Party’s continued use of our Services will constitute such party’s agreement to any changes we make. If a Party does not wish to continue using the Services under the new version of the Terms, such Party may terminate Brand Account or Influencer Account (as may be relevant) by contacting us. The last date on which these Terms were revised is set forth at the top of this document.

  1. COPRYIGHT NOTICES AND OTHER NOTICES

In the event a Party comes across any content on the Services that it feels is violative of applicable law, please send us the necessary details at the contact information provided in Section 25 and we will act as per applicable law to resolve concerns.

  1. CONTACT INFORMATION

If a Party has any questions about these Terms or the Services, please contact us at hello@whatstheword.co

ENTITY NAME:

Alchemy Group

ADDRESS:

11th Floor, Gazdhar Enclave, Fun Republic Road, Off New Link Road, opposite Yash Raj Studios, Andheri West, Mumbai, Maharashtra 400053