#paid Terms of Service
READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.
Last Updated: December 9, 2019
The following terms of service ("Terms of Service") govern your use of its proprietary Platform (defined below) located at www.hashtagpaid.com and the Services (defined below). Hashtag Paid Inc. reserves the right to modify these Terms of Service at any time, including, without limitation, in connection with the final release of the Platform and Services.
ABOUT OUR PLATFORM
#paid provides a proprietary platform (the “Platform”) and management services (the “Services”) to help brands, advertisers and marketing agencies (each a “Marketer”) that wish to create and run a sponsored marketing campaign (each a “Campaign”) connect and collaborate with social media celebrities and creators (each, a “Creator”).
Marketers can use #paid’s Services, including a dedicated #paid account manager (“Account Manager”), to curate and manage a Campaign (“Managed Campaign”).
To initiate a Managed Campaign, a Marketer submits a campaign brief (“Campaign Brief”) to #paid via the campaign wizard on the Platform. In the Campaign Brief, the Marketer outlines the requirements for the Campaign, such as budget, design and creative, target audience and Campaign duration. #paid will review the Campaign Brief and provide the Marketer with a list of recommended Creators with whom the Marketer may collaborate. Once the Marketer has selected Creator(s) for the Campaign, #paid will ask the Creator(s) to participate in the Campaign and provide the Marketer with a list of Creators that have agreed to participate in the Campaign.
#paid will work with Marketers and Creators to design and manage each Campaign and oversee the content produced by Creators for a Campaign (“Work Product”). Marketers will have an opportunity to review and approve all Work Product. Creators will only post approved Work Product (“Campaign Content”) on social media. #paid will help to facilitate the launch of each Campaign and ensure that Campaign Content is posted on the specified social media platforms in accordance with Marketers’ requirements for the applicable Campaign. All collaboration and communication between Marketers and Creators related to a Campaign will occur through a designated #paid Account Manager.
In order to use the Platform and the Services, Marketers and Creators must register for an account (“Account”) on the Platform and become a member on the Platform (“Member”, “you” and “your”).
There is no cost for signing up for an Account. If you are an individual, you must be over the age of majority in your jurisdiction of residence who can form legally binding contracts to register for a Marketer Account. You must be over the age of majority in your jurisdiction of residence who can form legally binding contracts to register for a Creator Account and of an age to legally perform the work in any Campaign including any work associated with a Campaign. You are solely responsible for ensuring that the use of the Platform and Services in accordance with these Terms of Service in your jurisdiction of residence is permitted by law or regulation. If such use is not so permitted by law, #paid prohibits all use and access to the Platform and Services. If the Marketer or Creator is a corporation, partnership, association or other business entity, you agree that you have the ability to bind the corporation, partnership, association or other business entity to these Terms of Service. You agree to provide current, complete and accurate information and to promptly update all account information to keep your account current, complete and accurate. You may change or update your account information at any time.
You have the option to create an agency account (“Agency Account”) and add Members to your Account (“Agency Account Members”) for whom you are authorized to act. The Agency Account may grant Agency Account Members certain administrative privileges. You are responsible for ensuring that all use of the Services by Agency Account Members complies with these Terms of Service, and you are liable for all actions of Agency Account Members in the Agency Account. #paid does not control fees charged by an Agency Account to its Agency Account Members and is not responsible for payments by the Agency Account to Agency Account Members for services associated with #paid Services. Any disputes regarding these payments are between the Agency Account and its Agency Account Members.
Creator Account Information
If you register for a Creator Account, you may decide to or be required to integrate your #paid Account with a third party social media account (e.g., Instagram). In connection with such integration, you authorize us to obtain certain information about you from your social media account, including certain personal information, such as your name, profile information, profile picture, social media account metrics, number of followers and any information that you may make publicly available on or through the social media account ("Social Media Information"). #paid may include some or all of this Social Media Information in your #paid Account, and this information may be visible to other Members or visitors to the Platform.
Each Member is responsible for maintaining the confidentiality of their user ID and password and we strongly recommend that you do not disclose your user ID or password to anyone. You agree to notify us if you become aware of a potential breach of security, such as unauthorized disclosure of your user ID and password. You may not transfer or sell your Account to another party.
Account Termination by #paid
#paid may terminate, suspend, or otherwise restrict or prohibit access to the Platform and our Services, remove hosted content such as your Account, Campaigns, Work Product and Campaign Content, and take technical and legal steps to prohibit you from using the Platform or our Services for any reason and without prior notice.
Account Closure by Member
Your Account can only be closed once all obligations in association with the Account or Campaigns have been satisfied by you and you have provided written notice to [email protected] and received written confirmation from #paid. See Termination and Suspension for more details.
MEMBER CONDUCT AND MEMBER CONTENT
You must use your Account in a responsible manner and respect Members' privacy. You agree that you will not use the Platform or the Services to:
- promote or engage in any unlawful or illegal activities or internet abuse, including unsolicited advertising and spam;
- promote, upload, post, or otherwise make available any material that is abusive, harassing, obscene, vulgar, hateful, sexually explicit, invasive of another's privacy, defamatory or otherwise objectionable or illegal, or that discriminates based on race, gender, religion, nationality, disability, sexual orientation, age, family status or any other legally protected class;
- upload, post or otherwise make available any material that contains viruses, malware or other malicious software.
- upload, post, or otherwise make available any material that you do not have a right to make available or that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person. You shall be solely liable for any damage resulting from any infringement of the intellectual property of any third-party. It is understood that the trademarks or other intellectual property of the Marketer used according to the Campaign Content or any other agreement under the present Terms of Service shall not constitute an infringement under this section. The Marketer hereby explicitly grants the Creator permission to use the Marketer’s trademark(s) and/or other intellectual property without any limitations with respect to time, location or language to produce content exclusively for the Campaign;
- make any false representation, including creation of a false identity, impersonation of any person or entity or misrepresentation of your affiliation with any person or entity;
- engage in any activity that interferes with or disrupts the use of the Platform, including bypassing any measures we may use to prevent unauthorized access to the Platform or attempting to tamper, hack, corrupt, or impair the administration or security of the Platform;
- engage in any activity that attempts to extract any proprietary software used to maintain the Platform;
- use any data mining tools, robots, virus, works, bugs or similar data-gathering and extraction tools on the Platform; or
- track, trace, harvest, or otherwise collect or store any information, including personal information, on any Account or any other user of the Platform, without the express consent of such user(s).
#paid allows Members to interact in and publish information on the Platform (“Member Content”). You retain ownership rights in or to your Member Content. By submitting Member Content to the Platform, you grant #paid a perpetual, non-exclusive, royalty-free, transferrable, assignable, sub-licensable, worldwide license to use, store, display, reproduce, modify, create derivative works, perform, distribute, print, publish and distribute the Member Content.
You agree and understand that any Member Content you post or provide may be viewed by the general public and will not be treated as private, proprietary or confidential.
You are solely responsible for the Member Content that you make available through the Platform and you represent and warrant that (i) you own or have all necessary rights to use the Member Content and grant to #paid the rights granted above; (ii) the provision of the Member Content will not infringe or violate any patent, copyright, trade-mark, or other intellectual property right, or any right of privacy or publicity of any third party; (iii) and the Member Content does not violate any applicable law or regulation.
While Creators maintain editorial control over Campaign Content, all Members agree to adhere, in addition to the requirements set out under the “Member Conduct” section above, to the following professional standards:
- Campaign Content must not contain material that violates or infringes another’s rights, including but not limited to privacy, publicity or intellectual property rights, or that constitutes copyright infringement, or that is unlawful, in violation of or contrary to any applicable law or regulations, or whose use requires a license or permission from or payment to another;
- Campaign Content must comply with applicable laws as well as with any applicable and mutually agreed-upon guidelines relating to a Campaign;
- Campaign Content must not disparage any party or person affiliated with a Campaign;
- Campaign Content must be owned and originally created by the Creator and must not contain images or artwork that is not created by the Creator unless the images or artwork are provided by the Marketer for use within a Campaign;
- Campaign Content must not contain material that is inappropriate, indecent, obscene hateful, tortious, defamatory, slanderous or libelous, threatening, indecent, violent, offensive, refers to dangerous, unlawful or illegal acts, promotes a political agenda or contains any criminal or civil liability; and
- Campaign Content must not contain material that promotes bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on race, gender, religion or religious beliefs, nationality, disability, sexual orientation or age.
#paid reserves the right to delete Member Content that we, in our sole discretion, deem violates the law (including trademark and copyright law), these Term of Service, or is abusive, defamatory, obscene or otherwise unacceptable. You shall remain solely responsible for the content of your Member Content.
We do not guarantee to pre-screen Member Content. We do not guarantee that the Platform will be free from Member Content that is inaccurate, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable. Even in the event that we choose to monitor any Member Content, we assume no responsibility for, or any obligation to monitor or remove such Member Content. We reserve the right to edit, remove, or refuse to post any Member Content or terminate your Account for any reason.
Copyright Policy (U.S. users)
We respect copyright law and the intellectual property rights of others, and we expect our Members to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. In appropriate circumstances, we will terminate the accounts of Members who are repeated copyright infringers.
If you believe that your proprietary work has been copied in a way that constitutes copyright infringement by any content or material on our Platform, please e-mail our registered agent for notification of claims of infringement pursuant to Section 512(c) of the United States’ Copyright Act at [email protected]. In your notice, please provide the following information:
- a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright;
- a description of the copyrighted work that you claim has been infringed;
- a description of the material that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information sufficient to permit us to locate the material;
- your contact information, including your address, telephone number and e-mail address;
- a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed.
We reserve the right to remove Member Content alleged to be infringing without prior notice, at our sole discretion.
If you believe that any of your Member Content was subsequently removed from the Platform, or to which access was disabled, were improperly removed or disabled, please provide the following Counter-Notification to our Copyright Agent (see 17 U.S.C. Section 512(g) for further detail):
- your physical or electronic signature;
- a description of the materials that have been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- a statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
- your name, address and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, and that you will accept service of process from the person who provided notification of the alleged infringement.
(See 17 U.S.C. Section 512(c)(3) for further detail about the Digital Millennium Copyright Act). Our designated copyright agent for notice of alleged copyright infringement is:
Hashtag Paid Inc.
312 Adelaide Street West, Suite 200, Toronto Ontario, Canada, M5V 1R2
E-mail: [email protected].
The following terms and conditions apply to Marketers and Creators that participate in a Managed Campaign.
Marketer and #paid shall execute a campaign agreement (“Campaign Agreement”) for each Managed Campaign. Each Campaign Agreement shall be subject to the terms and conditions of these Terms of Service and shall become an integral part hereof upon its execution by Marketer and #paid. In the event of a conflict between these Terms of Service and the terms and conditions contained in the Campaign Agreement, the terms and conditions in such Campaign Agreement shall govern. Each Campaign Agreement shall be prepared by #paid and shall reference these Terms of Service.
Changes to a Campaign Agreement shall not be effective, and neither party shall incur any obligations with respect thereto, until an amendment to the Campaign Agreement is signed by both #paid and Marketer authorizing the change.
All Services will be subject at all times to Marketer’s reasonable approval, direction and control and #paid will abide by all reasonable instructions, directions and recommendations given from time to time by Marketer in connection with the Services.
#paid reserves the right to decline a Campaign where #paid, acting in good faith, believes that the Campaign will adversely reflect on the name, goodwill or reputation of #paid.
In consideration of the Services to be provided by #paid, Marketer agrees to pay #paid the amount (the “Managed Campaign Fee”) as provided in the Campaign Agreement in accordance with the payment schedule set out in the Campaign Agreement.
Creator and #paid shall execute a collaboration agreement (“Collaboration Agreement”) for each Managed Campaign. Each Collaboration Agreement shall be subject to the terms and conditions of these Terms of Service and shall become an integral part hereof upon its execution by Creator and #paid. Each Collaboration Agreement shall describe the specifications and design for each Campaign, the Campaign Content to be developed, and such additional terms and conditions and other information as shall be required. In the event of a conflict between these Terms of Service and the terms and conditions contained in the Collaboration Agreement, the terms and conditions in such Collaboration Agreement shall govern. Each Collaboration Agreement shall be prepared by #paid and shall reference these Terms of Service.
Changes to a Collaboration Agreement shall not be effective, and neither party shall incur any obligations with respect thereto, until an amendment to the Collaboration Agreement is signed by both #paid and Creator authorizing the change.
All Campaign Content and posting of the Campaign Content on social media will be subject at all times to #paid’s approval, direction and control and Creator will abide by all instructions, directions and recommendations given from time to time by #paid and the Account Manager.
Creator reserves the right to decline a Campaign where Creator, acting in good faith, believes that the Campaign will adversely reflect on the name, goodwill or reputation of Creator.
In consideration of the Campaign Content and associated services to be provided by Creator, #paid agrees to pay Creator a fee (the “Creator Fee”) as provided in the Collaboration Agreement in accordance with the payment schedule set out in the Collaboration Agreement. In such a case, #paid agrees to pay the Creator a mutually agreed proportional amount of the approved Campaign Content that was actually published, posted online, or in any other way made available to the public in accordance with the Collaboration Agreement.
#paid retains the right to reasonably hold-back and adjust the Creator Fee where Creator does not provide the Campaign Content as described in the Collaboration Agreement.
CREATOR PAYMENT TERMS
Payment Days are the 15th or last day of the month ("Payment Days"). Creator Fees are due and payable on the Payment Day that falls 30 days after the date upon which the Creator performs the work associated with the Creator Fees. For example, If the Creator performs the work associated with the Creator Fees on August 21, 2018, the Creator will be paid on September 30, 2018. Payments to Creators will be made by the method identified by Creator in the Creator’s Account. The Creator is required to keep payment information accurate and up to date.
#paid is responsible for the payment of all Creator Fees to Creators and Marketers shall have no liability or obligation to Creators with respect to the payment of Creator Fees. The Creator may request to expedite the payment of Creator Fees due and payable for an expedited fee of the payment amount by contacting [email protected].
CURRENCY AND PROCESSING FEES
All amounts on the Platform are listed in U.S. dollars. Payment to Creators is made through PayPal or direct deposit in the Creators’ local currency based on the exchange rate available on xe.com or according to the Creator’s bank exchange rates at the time the Creator accepts a Campaign on the Platform or enters into a Collaboration Agreement. #paid is not responsible for changes in currency exchange rates or any processing fees charged by our or your payment processors, including PayPal or your bank.
You are responsible for determining whether any applicable income tax, goods and services tax or other taxes apply to any payments made or received by you in connection with a Campaign and to collect, report, and remit the correct tax to the appropriate tax authority. If you are required to charge or have tax withheld in respect of any fees associated with a Campaign, you are solely responsible for doing so and including taxes charged in your Creator Fees.
If Creator is required to post Campaign Content to social media channels as part of a Campaign, Creator shall not delete any Campaign Content that it has posted on a social media channel for at least thirty (30) days from the date that the Campaign Content was posted, subject to the terms and conditions of a Campaign Agreement or Collaboration Agreement, or unless otherwise instructed pursuant to these Terms of Service.
GRANT OF RIGHTS AND OWNERSHIP
Ownership of Campaign Content
All right, title and interest, including without limitation, all intellectual property rights in, and to any Campaign Content, including all photographs, images, videos, audio, works of art, original writing, drawings, derivatives, compositions, creations and inventions developed by Creator shall be owned exclusively by Creator, subject to the subsections, below.
Limited Rights Granted to Marketer
Notwithstanding the foregoing, Creator shall grant the Marketer that has commissioned Campaign Content a non-exclusive, royalty-free, worldwide right to use the Campaign Content for a period of one (1) year following the “All Posts Live” date indicated in the work back schedule in the respective Campaign Agreement or Statement of Work, for the sole purpose of posting the content on social media channels that Marketer owns or controls (“Social Rights”). These Social Rights are limited to social media platforms, such as Instagram, Facebook, and Snapchat. Marketer does not have any right to use Campaign Content for any other purpose. For greater certainty, Marketer does not have any right to use any Work Product that does not form part of Campaign Content.
In addition to the Social Rights referred to above, Marketer can request non-exclusive, royalty-free, worldwide rights to use the Campaign Content on other digital marketing channels (“Digital Rights”) or non-digital marketing channels (“Offline Rights”), which are detailed in the respective Campaign Agreement or Statement of Work and purchased from Creator through #paid.
Where a Campaign includes Creator content without Creator(s) posting content to their social feeds (“Branded Content”), Creator shall grant the Marketer that has commissioned the Branded Content, Digital Rights for a period of three (3) months following the “All Posts Live” date indicated in the work back schedule in the respective Campaign Agreement or Statement of Work. Additional Digital Rights may be requested by the Marketer and purchased from the Creator through #paid as indicated in the respective Campaign Agreement or Statement of Work.
Upon request, extended licenses to use Campaign Content for other purposes, or an assignment of all of the Creator’s rights, title and interest in Campaign Content, can be purchased from Creator through #paid (collectively the “Extended Rights”).
Rights Granted to #paid
In addition, by using the Platform or the Services, you hereby grant #paid a non-exclusive, royalty-free, perpetual, and irrevocable right to use, reproduce, and communicate the name and trademark of your company or organization as a user of #paid’s Platform or Services in any media whatsoever, including in #paid marketing materials.
Creator and #paid shall maintain the confidentiality of all confidential information disclosed to it by Marketer (the “Confidential Information”) and shall take all necessary precautions against unauthorized disclosure of the Confidential Information. Creator and #paid shall not directly or indirectly disclose, allow access to, transmit or transfer any Confidential Information to any third party without the prior written consent of the Marketer. Upon request of the Marketer, and in any event upon the termination or expiration of a Campaign, Creator and #paid shall immediately return to Marketer all materials, including Work Product, containing any Confidential Information which are in Creator’s or #paid’s possession or under its control.
In certain jurisdictions, the law requires Creators to identify when posts are paid for, or other compensation is given, by a Marketer (which compensation may include payments in cash, free or discounted products, trips, meals, or other incentives), and also when the Creator has any other material connection to a Marketer (for example, a partnership or other interest in the Marketer's company). Marketer agrees to comply with any and all laws, rules, regulations and other legal requirements with respect to sponsored posts, including 16 CFR Part 255 and any guidelines published by the Federal Trade Commission. Examples of required disclosures that may be acceptable include #ad, #paid, or #sponsored, which must be conspicuously displayed within a post.
The foregoing is provided for informational purposes only, and does not constitute legal advice. It is the sole and exclusive obligation of the Creator and Marketer to consult their own, professional, legal advisors, and ensure the compliance of all posts in the applicable jurisdiction(s). The foregoing Creator disclosure obligation is a mandatory and material term of all Campaign Agreements.
Creator represents and warrants that:
- All services in connection with a Campaign will be performed in a professional manner. Creator will not engage in any activity that may reasonably injure or adversely reflect on the name, goodwill or reputation of #paid or Marketer;
- Creator has the authority and right to enter into these Terms of Service and any Collaboration Agreement and has obtained all rights and waivers necessary to grant the rights, titles and interests granted thereunder;
- Creator has provided appropriate notice and obtained all necessary consents from any individuals depicted in the photographs submitted as Work Product and Campaign Content for the purposes of reproducing such photographs in connection with the Work Product and Campaign Content, as outlined in these Terms of Service;
- Work Product and Campaign Content will at all times comply with applicable laws, by-laws, rules, regulations and guidelines, including requirements and standards related to advertising and marketing, competition, consumer protection and privacy and all other requirements set forth in Section 3.2 with respect to Member Content;
- While participating in a Campaign, Creator will not promote, upload, post or otherwise make available material or Campaign Content that is abusive, harassing, obscene, vulgar, hateful, invasive of another’s privacy, defamatory or otherwise objectionable or illegal, or that discriminates based on race, gender, nationality, disability, sexual orientation, age, family status or any other legally protected class;
- While participating in a Campaign, Creator will not promote or engage in any illegal activities, violations of intellectual property rights or internet abuse, including unsolicited advertising and spam, or conduct that may bring the Creator’s reputation—or that of #paid or any Marketer with which Creator is working—into disrepute;
- While participating in a Campaign, Creator will not promote or endorse any ware, service or brand that directly competes with the ware, service or band being promoted in the Campaign;
- Creator will not assign any other person to perform Creator’s obligations hereunder;
- Creator will not enter into any agreement that is incompatible or inconsistent with its obligations hereunder; and
- Creator is solely and exclusively liable for complying with and making all payments under applicable local, provincial, national and other laws, including laws related to taxation.
Marketer represents and warrants that:
- Marketer has the authority and right to enter into the Terms of Service and any Campaign Agreement and has obtained all rights and waivers necessary to grant the rights, titles and interests granted thereunder;
- No Campaign will violate or compel #paid or Marketer to violate any applicable laws, by-laws, rules, regulations and guidelines, including requirements and standards related to advertising and marketing, competition, consumer protection and privacy;
- No Campaign shall promote or involve sexually explicit or adult material or services;
- No Campaign shall promote or involve material that is abusive, harassing, obscene, vulgar, hateful, invasive of another’s privacy, defamatory or otherwise objectionable or illegal, or that discriminates based on race, gender, nationality, disability, sexual orientation, age, family status or any other legally protected class;
- No Campaign shall promote or involve any illegal activities, violations of intellectual property rights or internet abuse, including unsolicited advertising and spam;
- No Campaign shall imperil the health, safety or security of a Marketer or the general public;
- Marketer will not send a Creator a request for free services or for equity or commission only, including a request that a Creator provide free services or content as a condition of consideration for a Campaign;
- Marketer will not require or encourage a Creator not to disclose a material connection between the Marketer and Creator; and
- Marketer will not request services without the intention to complete a Campaign.
The validity, interpretation, construction, and performance of these Terms shall be governed by the laws of the province or territory in which you reside, without giving effect to its principles of conflict of laws. EXCEPT WHERE PROHIBITED BY LAW, WHICH MAY INCLUDE THE PROVINCE OF QUÉBEC, any controversy, claim or dispute arising out of, relating to, or in respect of these Terms, including their negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of any party, or the rights, duties or obligations of any party derived from or associated with these Terms (a “Dispute”), shall be handled according to the provisions set out below.
Initial Dispute Resolution. We are available by email to address any concerns you may have regarding your use of the Platform. Most concerns may be quickly resolved in this manner. If Campaign Content is not posted within the terms of the Campaign or is deemed to not be consistent with Campaign Content agreed to by the Marketer, the Marketer can contact #paid via email at [email protected] to submit a dispute. #paid reserves the right, in its sole discretion, to return any payments paid to Creator for the Campaign, less any applicable Service Fees and taxes, to the Marketer, or remit the funds to the Creator, less any applicable Services Fees and taxes, determined by an assessment of whether the Campaign Content fulfilled the Creator's Campaign obligations. The parties shall use their best efforts to settle any Dispute directly through consultation and good faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration.
If the parties do not reach an agreed upon solution within a period of thirty (30) days from the time informal dispute resolution is pursued pursuant to the “Initial Dispute Resolution” section above then the Dispute will be referred to and determined by a single arbitrator in a final and binding arbitration administered by under the rules of ADR Institute of Canada, Inc.’s Arbitration Rules. If the parties have not agreed upon the arbitrator within 14 days, the parties shall ask the ADR Institute of Canada, Inc. to appoint a single arbitrator. The seat of the arbitration shall be the same as the provincial or territorial law governing these Terms. The arbitration shall be heard in the capital of the seat, unless the parties agree otherwise. The costs and expenses of the arbitrator shall be shared equally between the parties. A party to the arbitration has no right of appeal from any award of the Arbitrator, whether characterized as final, interim, interlocutory or partial. All Disputes referred to arbitration (including the scope of the agreement to arbitrate, the law relating to the enforcement of the agreement to arbitrate, any relevant limitation periods, the law governing the procedure of the arbitration, the law relating to available remedies, set-off claims and conflict of laws rules) shall be governed by the law of the seat, and each party hereby irrevocably consents to venue in the capital of the seat, and to the jurisdiction of competent courts in the capital of the seat for all litigation that may be brought, subject to the requirements for arbitration hereunder, with respect to the terms of, and the transactions and relationships contemplated by, these Terms. Notwithstanding this provision, a party to these Terms may take such steps as are permitted or required to enforce an award made by an arbitrator. The existence of the arbitration and any element of the arbitration, including any award, shall be confidential. The deemed undertaking rule in shall apply. No document or other evidence or information prepared for or produced by or on behalf of any party to the arbitration shall be disclosed to any non-party to the arbitration. You agree that you will not contest venue, and you waive any rights that you may have to initiate, transfer, or change the venue of any litigation arising from or related to these Terms.,
Class Action Waiver.EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, WHICH MAY INCLUDE THE PROVINCE OF QUEBEC, the parties further agree that any lawsuit or arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Exception — Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
RELATIONSHIP WITH #PAID
No agency, fiduciary, partnership, joint venture, employee/employer, franchisor-franchisee is intended or created by your use of #paid's Platform or Services.
#PAID HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE TRUTH OR ACCURACY OF CAMPAIGN DESCRIPTIONS CONTAINED IN A CAMPAIGN AGREEMENT OR COLLABORATION AGREEMENT OR THE ABILITY OF A CREATOR TO COMPLETE THE CAMPAIGN TO THE SATISFACTION OF THE MARKETER. #PAID DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT A CREATOR WILL ACTUALLY COMPLETE AN ACCEPTED CAMPAIGN TO THE SATISFACTION OF THE MARKETER OR THAT MARKETER WILL APPROVE THE COMPLETION OF A CAMPAIGN OR PAY A CREATOR.
OWNERSHIP OF PLATFORM
The Platform is owned and operated by Hashtag Paid US, Inc. Any and all content, data, graphics, photographs, images, audio, video, software, trademarks, service marks, trade names and other information (collectively, the "Content") contained in the Platform are proprietary to #paid, its affiliates and/or third party licensors. The Content is protected by international copyright and trademark laws.
Product, brand and company names and logos used, displayed or referenced on the Platform may be the trademarks or registered trademarks of their respective owners. Any use of any trademarks appearing on the Platform without the express written consent of the owner of the trademark is strictly prohibited
© Hashtag Paid Inc. 2014 - 2018. All rights reserved.
You may download, print and reproduce the Content for your own informational purposes provided you agree to maintain any and all copyright or other proprietary notices contained in such Content, and that you cite #paid as the source of such Content. Any other use of the Content in whole or in part, including but not limited to adapting, displaying, distributing, publishing, storing in a retrieval system, transmitting, converting, copying or issuing copies, lending or reproducing the Content in any other form or by any other means whatsoever, whether electronic or otherwise, and including making the same available to or via the internet or wireless technology or authorizing any of the foregoing without the prior written consent of #paid, is strictly prohibited. To obtain written consent for such reproduction, please contact us at [email protected].
EXCLUSIVITY AND FEE AVOIDANCE
You agree you will not take any action to circumvent any payment for the Platform or the Service to #paid or otherwise avoid Service Fees. You agree that you will use our Platform or Services as your sole and exclusive method to request, make, and receive engagements for similar work with another Member with whom you have worked, including sponsorships, marketing, promotional, and endorsement work, directly or indirectly, for a period of 12 months after (a) in the case of a Marketer, the date the Marketer either enters into a Campaign Agreement, and (b) in the case of a Creator, the date the Creator enters into a Collaboration Agreement. You can be released of this obligation only if you pay #paid a one-time Opt-Out Fee of $2,500 USD.
COMMUNICATIONS AND RECORDS
You agree that you will conduct all communications regarding a Campaign in the Platform provided for the Campaign, or to upload/transcribe all related communications, including written agreements and changes to a Campaign, Campaign Content, emails, telephone calls, and discussions regarding content requirements, through the Platform. This process is required to maintain an electronic record of all required elements of a Campaign.
You also agree to keep and maintain accurate and complete records related to a Campaign for at least two years following the completion of the Campaign. #paid reserves the right to request these records and other relevant documentation, which you agree will be provided within 10 days of #paid sending the request.
You are responsible for maintaining copies of any records that you are legally required to maintain under applicable laws, including record retention obligations under applicable taxation legislation. #paid does not provide an archiving service. Once you terminate your Account, #paid may delete all of your Member Content. #paid only agrees that it will not intentionally delete Member Content prior to termination of an Account, provided that the Member Content otherwise complies with these Terms of Service. #paid expressly disclaims all other obligations with respect to the preservation or storage of Member Content.
THIRD PARTY CONTENT
The Site contains a directory of Creator profiles. Information in the Creator profiles is provided by the Creator and from third party sources, such as certain social media platforms. #paid does not verify the information in Creator profiles and does not represent or warrant that the information in these profiles is accurate.
THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES AND THE EXCLUSION OR LIMITATION OF REPRESENTATIONS MADE CONCERNING OUR GOODS OR SERVICES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.
YOUR USE OF THE PLATFORM AND THE SERVICES IS ENTIRELY AT YOUR OWN RISK. #PAID DOES NOT CONTROL THE CONTENT OF POSTINGS BY ITS MEMBERS. THE PLATFORM, INCLUDING THE CONTENT AND SERVICES PROVIDED HEREIN, IS BEING PROVIDED ON AN "AS IS" BASIS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, #PAID AND ITS AFFILIATES, DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY REGARDING THE PLATFORM, THE SERVICES, THE CAMPAIGNS, AND RELATED MATERIALS, INCLUDING ANY WARRANTY AND CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY AND NON-INTERFERENCE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION. #PAID AND ITS AFFILIATES DO NOT WARRANT THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS OR QUALITY OF THE PLATFORM, THE SERVICES, OR THE POSTINGS OF ANY MEMBERS, INCLUDING CONTENT POSTED ON OR LINKED FROM THE PLATFORM OR THE SERVICES. #PAID AND ITS AFFILIATES DO NOT WARRANT THAT THE PLATFORM IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION OR THAT THE PLATFORM AND SERVICES WILL MEET YOUR REQUIREMENTS. YOU ASSUME ALL RISKS ASSOCIATED WITH USING OR RELYING ON THE PLATFORM AND SERVICES, INCLUDING ANY LISTINGS BY MEMBERS.
LIMITATION OF LIABILITY
THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS OF LIABILITY OR CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, THE ENTIRE CUMULATIVE LIABILITY OF #PAID AND ITS AFFILIATES, AND YOUR EXCLUSIVE REMEDY FOR ALL MATTERS OR CLAIMS ARISING FROM OR RELATING TO THE PLATFORM AND THE SERVICES SHALL BE LIMITED TO THE SERVICE FEES PAID BY AND/OR DUE FROM YOU, IF APPLICABLE, FOR THE SERVICES IN THE PRECEDING SIX MONTHS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, #PAID AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY (A) DIRECT, INDIRECT, SPECIAL, INCIDENTAL PUNITIVE, CONSEQUENTIAL DAMAGES, DAMAGES ON ACCOUNT OF LOSS OF PROFITS, OR OTHER DAMAGES ARISING OUT OF OR RELATING TO A COMPLETED OR NON-COMPLETED CAMPAIGN OR OTHER TRANSACTION BETWEEN MEMBERS OR ANY MISREPRESENTATION BY A MEMBER, INCLUDING WITH RESPECT TO A CAMPAIGN OR THE SUBJECT OF ANY TRANSACTION WITH A MEMBER; (B) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES ON ACCOUNT OF LOSS OF PROFITS ARISING OUT OF OR RELATING TO THE USE OF THE PLATFORM OR SERVICES; (C) DAMAGES RELATING TO TELECOMMUNICATION FAILURES, INTERNET AND ELECTRONIC COMMUNICATIONS DELAYS OR LIMITATIONS, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF REVENUE OR PROFITS, ARISING OUT OF OR CONNECTED IN ANY WAY WITH THE PLATFORM OR SERVICES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY IRRESPECTIVE OF WHETHER THE ALLEGED LIABILITY IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF #PAID OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE ENTIRE RISK ARISING OUT OF OR RELATING TO YOUR USE OF THE PLATFORM, SERVICES AND ANY TRANSACTIONS CONDUCTED IS AND REMAINS WITH YOU.
YOU HEREBY RELEASE #PAID FROM AND WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGES CAUSED BY ANY OF THE FOREGOING.
NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY FAILURE OR DELAY RESULTING FROM ANY EVENT BEYOND THE REASONABLE CONTROL OF THAT PARTY INCLUDING, WITHOUT LIMITATION, FIRE, FLOOD, STORMS, INSURRECTION, WAR, TERRORISM, EARTHQUAKE, POWER FAILURE, CIVIL UNREST, EXPLOSION, EMBARGO, STRIKE (A "FORCE MAJEURE EVENT").
FOR THE AVOIDANCE OF DOUBT AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILFUL MISCONDUCT OR ANY OTHER LIABILITY TO THE EXTENT SUCH EXCLUSION OR LIMITATION WOULD BE UNLAWFUL.
You agree to indemnify and hold harmless #paid, its affiliates, officers, employees, agents, and licensors from and against any and all losses, expenses, damages, claims, fines, penalties, costs and liabilities (including all legal and accounting fees), arising from or relating to (a) your use of the Platform and Services, including any obligations to pay in association with a Campaign or other agreement, (b) any representation or misrepresentation by you in any content that you (or anyone acting in your Account or Agency Account which you own) submit, post, transmit or make available on the Platform or through the Services, including with respect to information in your profile or Campaign, (c) your completion or failure to complete a Campaign with another Member, (d) any liability arising from the tax treatment of payments or any portion of such payments, (e) your dispute of or failure to pay any amounts owing in association with a Campaign or other agreement, (f) any liability arising from violation of any law, including intellectual property laws, (g) any violation by you of these Terms of Service, and (h) your negligence or willful misconduct.
You agree that, at #paid's option, you will conduct the defense of any such claim or action; provided that, notwithstanding our election that You conduct the defense, (i) #paid may nevertheless participate in such defense or settlement negotiations and pay its own costs associated therewith, and (ii) you will not enter into any settlement or other compromise without the prior written approval of #paid (which approval shall not be unreasonably withheld), unless such settlement or other compromise includes a full and unconditional release of the relevant parties from all liabilities and other obligations in respect of such claim or action.
No person or entity shall be entitled to any form of equitable or implied indemnification at any time, except as provided by this Agreement.
TERMINATION AND SUSPENSION
To close your Account, send an email to [email protected]to provide written notice to #paid. Accounts will be closed following 30 days' notice with express written confirmation from #paid provided that (i) all Campaigns associated with your Account have been satisfactorily completed; (ii) any disputes in which you have been involved have been satisfactorily settled; (iii) any payments owed to or owing by you have been paid; (iv) there are no outstanding funds associated with the Account; and (v) you have completed any other obligation associated with your use of the Services. Following your Account closure, you will still be bound by all provisions of these Terms of Service.
Any termination of an Account will automatically lead to termination of all Agency Accounts owned by the Member of the terminated Account. Upon termination of an Agency Account, all associated Accounts will be deleted.
Once you terminate your Account, you will no longer have access to any information within your Account.
CHANGES AND TERMINATION OF SERVICES
#paid reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Platform and Services (or any part thereof) with or without notice. #paid reserves the right to change these Terms of Service at any time and to notify you by posting an updated version of the Terms of Service on the Platform. You are responsible for regularly reviewing the Terms of Service, including, without limitation, by checking the date of "Last Update" at the top of this document. Continued use of the Platform after any such changes shall constitute your consent to be bound by such changes, with continued provision of the use of the Platform constituting consideration from #paid to you for so being bound.
APPLICABLE LAWS AND DISPUTES WITH #PAID
This Agreement is governed by the laws of the Province of Ontario, Canada without regard to the principles of conflict of laws. All disputes raised against #paid arising out of or in connection with this agreement, or in respect of any legal relationship associated with or derived from this agreement, shall be finally resolved by arbitration pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. The place of arbitration shall be the City of Toronto, in the Province of Ontario, Canada. The language of the arbitration shall be English. Nothing herein shall preclude #paid from seeking injunctive relief, mandatory orders, or specific performance or other relief in any competent jurisdiction. If any provision of the present Terms of Service shall be unlawful, void, or for any reason unenforceable, then such provision shall be severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.
These Terms of Service, any Campaign Agreement, any Collaboration Agreement, and any and all other legal notices or statements posted on the Platform constitute the entire agreement between you and #paid with respect to the use of the Platform and Services, including the Content and supersedes all prior or contemporaneous agreements, representations or other communications, whether written or oral, including, without limitation, any terms of service on #paid’s website located at www.hashtagpaid.com, which shall not apply to this Campaign Agreement notwithstanding any presentation of such terms of service during the provision of the Platform or the Services.
Notices to you may be made via email or regular mail, or in cases of changes to these Terms of Service or to the Services offered through the Platform, by posting notices or links to such notices on the Platform itself.
If you have any questions or comments regarding these Terms of Service please contact us at [email protected].
Pursuant to California Civil Code §1789.3, California residents are also entitled to the following specific consumer rights notice:
The name, and address of the provider of the Platform is:
Hashtag Paid Inc.
312 Adelaide Street West, Suite 200, Toronto Ontario, Canada, M5V 1R2
Complaints regarding the Platform or requests to receive further information regarding use of the Platform may be sent to the above address or to [email protected].
The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N112, Sacramento, CA 95834 or by telephone at (916) 445-1245 or (800) 952-5210. Hearing impaired persons may call TDD (800)-326-2297 or TDD (916)-928-1227, see www.dca.ca.gov for additional information.
It is the express wish of the parties that these Terms of Service be drafted in English. Les Parties aux présentes ont expressément demandé que ces modalites d'utilisation du Site Web soient rédigés en anglais.
1. By accepting the Quote, you agree to the Hashtag Paid Inc. and Hashtag Paid US Inc. Terms of Service located at hashtagpaid.com/terms (“Terms of Service”) and the #paid Platform Terms (“Platform Terms”) stated herein. #paid’s Terms of Service and Platform Terms are hereby incorporated into and forms part of this and all subsequent Quotes and Order Forms entered into between #paid and the Customer named in the respective Quote.
2. Term: The Subscription shall remain in effect for a term of twelve (12) months. The Subscription will automatically renew at the end of the term for an additional twelve (12) month period unless cancelled by the Customer with at minimum fourteen (14) days advance written notice prior to the end of the term.
3. Payment terms: The total payment on the first Quote and Order Form is due upon executing the Quote via Customer’s credit card. For greater clarity, Customer’s Kick-off Call will be scheduled within three (3) business days of receipt of payment and no Kick-off Call will occur prior to Total Payment being received. The first invoice is a non-refundable deposit. The Monthly Platform Payment is billed on a monthly basis, unless otherwise indicated under Special Terms, from the Subscription Start Date on the Quote. The Whitelisting Service Fee is five percent (5%) for self-serve or fifteen percent (15%) for managed service and billed on a monthly basis at the end of the usage month according to the spend processed through #paid’s Whitelisting Tool, verified through Facebook Ads Manager, and charged directly to Customer’s credit card on file. Subsequent Creator Collaboration payments will be charged directly to Customer’s credit card after Customer provides written or verbal request to initiate a Creator Collaboration for the amount determined by Customer.
4. Platform subscription: The monthly platform subscription is charged monthly to the Customer’s credit card and grants Customer access to view and use platform features.
5. Cancellation: Either Party may terminate the Subscription, Quote, or any Scope of Work issued hereunder in the first seven (7) days of Service, effective seven (7) days after written notice to the other Party. In the event of any such termination hereunder, Customer shall pay #paid all amounts due to #paid up through the effective date of termination, including without limitation the actual approved costs, expenses, and fees incurred by #paid on behalf of Customer prior to the effective date of termination which cannot through #paid’s commercially reasonable efforts (at no expense to #paid) be reduced or cancelled.
6. Customer Success: Pricing inclusive of one and a half (1.5) hours of call support with your assigned #paid Customer Success partner and email support Monday to Friday from 9:00 AM to 5:00 PM EST. #paid guarantees ninety-nine percent (99%) platform uptime and will provide notice at least forty eight (48) hours in advance for scheduled maintenances within normal business hours.
7. All capitalized terms not defined herein shall have the meanings set forth in the Terms of Service.
8. In the event of a conflict between the Quote and the terms and conditions in the Terms of Service, the terms and conditions of the Quote shall govern.
9. The Terms of Service and an executed Quote will represent the entire agreement between the Parties and cannot be overridden by terms contained in any later received document, unless the additional terms are accepted in writing by both Parties.