Terms & Conditions, Influencer Agreement

1. Table of Contents

2. Definitions

2.1. Assignment: a Brand or Agency assignment to contribute to a Campaign as an Influencer.

2.2. Agency: an agency who acts on behalf of a Brand. Usually the agency runs an overall campaign for a Brand, in which campaign there are smaller influencer marketing campaigns.

2.3. Campaign: an influencer marketing campaign as made available for You by a Brand or Agency.

2.4. Collaboration Agreement: the agreement between You and the Brand or Agency for an Assignment.

2.5. Influencer: someone that is able to endorse a service or product of a Brand through his or her social media account(s) or weblog(s).

2.6. Influencer terms and conditions: these terms and conditions.

2.7. Influencer Agreement: the agreement as mentioned in the preface of these Influencer Terms and Conditions.

2.8. Influentials Code of Conduct: the code of conduct which applies to You and can be found at: Influentials Code of Conduct

2.9. Influentials Platform: the website, the marketplace and -if any- the mobile app of Us.

2.10. Influencer Network: the database of Influentials approved Influencers.

2.11. You: refers to you as an Influencer (including Your).

2.12. We: refers to us (including Us and Our), the Dutch limited liability company “Influentials Network B.V.”, registered in the Dutch chamber of commerce under number: 62101986

3. What Influentials Is

3.1 You acknowledge that Influentials is a platform bringing Brands or Agencies and Influencers together and that the company is not a party in the actual Collaboration Agreement. The company cannot be held responsible for shortcomings of Brands or Agencies regarding performance of Collaboration Agreements.

3.2 As part of its service, the company helps with payments and invoicing. We invoice the Brands and Agencies on behalf of You. You receive from Us, after Your work regarding an Assignment was approved by the Brand or Agency, in accordance with paragraph 7, a self-billing invoice and payment.

4. What It Takes to Become an Influencer

4.1 The company carefully selects its Influencer Network. If You want to become part of Our Influencer Network You must apply through our Influentials Platform. Management agencies will not be accepted. The company will investigate applications thoroughly and may decline applications at its own discretion.

4.2 Once chosen as an Influencer, you will have access to the Influentials Platform and a customizable profile. The information We gather from the Influentials Platform in accordance with paragraph 8.4 cannot be changed nor modified by You.

4.3 When a Brand or Agency chooses you for a Campaign, You will agree to carefully follow Our Influentials Code of Conduct. Posts should not include nudity or sexually explicit content, nor violate terms of Instagram and other social media platforms. You indemnify Us from claims of third parties regarding not adhering to the Influentials Code of Conduct.

5. Assignments

5.1 In case You are interested in an Assignment, You must apply through the Influentials Platform. A Campaign may have several Assignments. The Brand or Agency will approve or disapprove applications. Multiple influencers may be engaged for one Campaign.

5.2 Upon approval, you must enter into a Collaboration Agreement with the Brand or Agency. We are not a party in that agreement. Standard Collaboration Agreements are typically used, though Brands or Agencies may apply their own purchase terms and conditions. Be aware of the fact that We did not check any purchase terms and conditions or Collaboration Agreement of Brand or Agency. You need to assess whether the documentation is acceptable for You.

5.3 Once chosen for an Assignment, You agree to be fully engaged in the Assignment and be available to perform the duties necessary to successfully fulfill the completion of the Assignment. These duties include:

6. Intellectual Property Rights

6.1 Intellectual property rights regarding the Influentials Platform and its tradenames and trademarks remain with the company.

6.2 Intellectual property rights regarding material Brands or Agencies provide remain with the Brand, Agency, or third-party rights holders.

6.3 Intellectual property rights regarding materials you provide remain with you. By using Influentials Platform You hereby give us an irrevocable, world-wide, royalty-free, exclusive, non-transferrable and perpetual license to use any of Your materials for the company's marketing purposes.

7. Financial Agreements

7.1 In case You are situated within the European Union, You need to have a valid V.A.T. number. Without it, You cannot become part of the Influencer Network.

7.2 After the Brand or Agency approved Your work you have done for an Assignment, We will forward the payment within 30 (thirty) days, provided an invoice was raised.

7.3 The company will raise a self-billing invoice on your behalf. If you opt out of self-billing, you must provide an invoice within five days after Assignment completion to invoice@influentials.com. In case the invoice does not comply, we cannot warrant that We are able to process it and/or forward the payment.

VAT requirements vary by location:

8. Privacy and Processing Personal Data

8.1 The company processes your personal data to fulfill its obligations. Under the General Data Protection Regulation (“GDPR”), We are controller. Both the company and Brand or Agency are controllers; no data processing agreement is entered into.

8.2 To verify your account, the company may request a copy of your passport or valid picture ID. You must make sure that You black out at least: Your photo, Your place of birth and Your social security number. Copies are deleted after validation.

8.3 We process your personal data in accordance with our separate privacy policy. We may change the privacy policy from time to time.

8.4 During sign-up, the company requests access to your social media accounts. In case You gave permission, We use the access to create a profile of You, including the amount of followers, the amount of posts, the post frequency, etc. This access is governed by respective social media platforms' terms. You must make sure We have access for the duration of the Influencer Agreement. In case -for what ever reason- We do not have access anymore, We notify You immediately.

8.5 To connect YouTube profiles, Influentials uses YouTube API Services. By agreeing to these terms, you agree to YouTube's Terms of Service and Google Privacy Policy, in addition to Influentials Privacy Policy.

8.6 The company may process personal data for statistical or demographic purposes while keeping data anonymous and aggregated.

9. Liability, Warranties and Indemnifications

9.1 WE ARE NOT LIABLE FOR ANY ATTRIBUTABLE SHORTCOMINGS, NOR FOR ANY OTHER SHORTCOMINGS (BASED ON TORT FOR EXAMPLE), UNLESS THE SHORTCOMING IS DUE TO WILLFUL MISCONDUCT OR CONSCIOUS RECKLESSNESS OF OUR TOP LEVEL MANAGEMENT. If this limitation is unenforceable, liability is limited to €250, except for willful misconduct or conscious recklessness.

9.2 You hereby accept the functionality of the Influentials Platform “as is”. You also accept that the functionality of the Influentials Platform can be subject of unilateral change.

9.3 The company strives for high availability but cannot warrant that the Influentials Platform is always available to You without interruptions.

9.4 You hereby warrant that You are the actual Influencer. Management agencies cannot enter agreements on your behalf. You indemnify Us for all costs and damages in case it turns out, that the party entered into the Influencer Agreement is not actually You.

9.5 You indemnify Us for all costs and damages in case of Your shortcomings regarding the execution of the Collaboration Agreement.

10. Duration and Termination

10.1 The Influencer Agreement is entered into for an indefinite period.

10.2 You may always terminate the Influencer Agreement, just by terminating Your account. Outstanding amounts will be settled per paragraph 7. Be aware of the fact that You always must finish any running Assignments. Terminating the Influencer Agreement does not mean you are exempted from any running Assignments.

10.3 The company may terminate the Influencer Agreement at any time for any reason.

11. Miscellaneous

11.1 Account credentials are strictly personal and cannot be shared with others.

11.2 We are entitled to transfer Our rights and obligations out of the Influencer Agreement to a third party. This is especially allowed in case of a transfer due to a change of legal entity, transfer of Our business or merger of Our business. Such transfer does not diminish your rights.

11.3 Without prior permission, you cannot transfer rights and obligations to a third party. Permission may include additional stipulations.

11.4 We may change these influencer Terms and Conditions unilaterally. We make sure we communicate any changes in due time. In case you don't feel comfortable with the changes, you are entitled to terminate the Influencer Agreement.

11.5 To the extent that any provision of these Influencer Terms and Conditions are void and/or annulled, all other conditions between parties remain in force.

11.6 Headings and captions are for reference purposes only.

12. Governing Law and Jurisdiction

12.1 The Influencer Agreement and Terms and Conditions are governed by the laws of the Netherlands.

12.2 Disputes are settled exclusively by the competent court in Rotterdam, the Netherlands, unless the district court is allowed to take notice, in which case the dispute goes to the competent district court.