Influencer T&C Agreement
This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy, and Terms of Use for access or usage of domain name [https://ercess.com/].
The Platform is owned by Ercess Inc. a company incorporated in India with its registered office at 5th Main, 21st Cross Rd, Sector 7, HSR Layout, Bengaluru, Karnataka 560102.
Your use of the Platform and services and tools are governed by the following terms and conditions (“Terms of Use”) as applicable to the Platform including the applicable policies which are incorporated herein by way of reference. If You participate in an influencer marketing campaign or do any activity on the Platform, You shall be subject to the policies that are applicable to the Platform for such activities. By mere use of the Platform, You shall be contracting with Ercess In. and these terms and conditions including the policies constitute Your binding obligations, with Ercess Live.
For the purpose of these Terms of Use, wherever the context so requires “You” or “User” shall mean any natural or legal person who has agreed to become an influencer or user on the Platform by providing Registration Data while registering on the Platform as an influencer (User) using the computer systems. Ercess Live allows the User to surf the Platform or participate in the brand campaigns without registering on the Platform. The term “We”, “Us”, “Our”, “Company” shall mean Ercess Inc. The term “Brand” or “Advertiser” is the third party advertiser who has taken services of Ercess Live to run influencer marketing and is engaging with the influencers directly or indirectly.
When You use any of the services provided by Us through the Platform, including but not limited to, (e.g. Doing Barter Collaboration, Working as an Influencer, Providing Product Reviews, Uploading Videos to Earn Money, Creating Videos, and Uploading), You will be subject to the rules, guidelines, policies, terms, and conditions applicable to such service, and they shall be deemed to be incorporated into this Terms of Use and shall be considered as part and parcel of this Terms of Use. We reserve the right, at Our sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time without any prior written notice to You. It is Your responsibility to review these Terms of Use periodically for updates/changes. Your continued use of the Platform following the posting of changes will mean that You accept and agree to the revisions. As long as You comply with these Terms of Use, We grant You a personal, non-exclusive, non-transferable, limited privilege to enter and use the Platform.
1. ENGAGEMENT. Company hereby engages Influencer from the date of execution of this Agreement through and including the date(s) of performance (“the Term”) for the limited purpose of promoting certain brands and brand content, through Influencer’s social media outlets. The nature of the brand content to be promoted and the specific details and requirements of the promotion are outlined on the platform when you participate or apply for the campaign. During the Term, the Influencer agrees to be engaged for the purpose of promoting several brands’ content and to be bound by the guidelines as mentioned on the campaign detail page/screen on the platform (“Guidelines”). The company hereby appoints Influencer as its representative on a non-exclusive, non-employee basis to endorse and promote its services to the target audience.
2. TERM. This Agreement shall have an initial term of one year and shall automatically renew for additional one-year terms thereafter unless either party provides thirty days prior written notice of its intention of nonrenewal.
OR
2. DAY OF PERFORMANCE. Parties agree that the Content will be disseminated on Influencer’s Outlets on the day he/she participates or push the campaign. This dissemination on the specified day will constitute the date(s) of performance and upon the performance of the promotion of the Content and fulfilment of the terms, and upon payment of compensation by Company as outlined below, this Agreement shall terminate on the day campaign ends and Influencer’s rights to use the brand name as described within this Agreement shall terminate as well.
OR
2. DAY OF PERFORMANCE. Parties agree that the Content will be disseminated on Influencer’s Outlets on the day he/she participates or push the campaign. This dissemination on the specified day will constitute the date(s) of performance and upon the performance of the promotion of the Content and fulfilment of the terms, and upon payment of compensation by Company as outlined below, this Agreement shall terminate on the day campaign ends and Influencer’s rights to use the brand name as described within this Agreement shall terminate as well.
3. DELIVERABLES. The influencer will deliver the agreed number of posts on the agreed platforms on behalf of the Company as outlined in the Campaign Detail page/screen. The Services shall conform to the specifications and instructions of the Company as outlined on the Campaign Detail page/screen, abide by the rules of the relevant social media platforms, and are subject to Company’s acceptance and approval. The company has a maximum of 90 days to reject any deliverable in accordance with this Section and must notify Influencer within 90 days of receipt of work that additional revisions and/or amendments will be requested.
3.1 CONTENT REQUIREMENTS
A. The influencer should create original content that is decent, honest, and factual.
B. The approved created content will be shared by the influencer to his/her social media accounts.
C. The brand (advertiser) can request the influencer to add tags, links, or titles in the description of the uploaded media.
D. The content should be compliant with the terms and conditions of the social media platform being used.
E. The content should not contain any vulgar language and should be suited for everyone.
A. The influencer should create original content that is decent, honest, and factual.
B. The approved created content will be shared by the influencer to his/her social media accounts.
C. The brand (advertiser) can request the influencer to add tags, links, or titles in the description of the uploaded media.
D. The content should be compliant with the terms and conditions of the social media platform being used.
E. The content should not contain any vulgar language and should be suited for everyone.
4. OWNERSHIP. Influencer acknowledges and agrees that Company for the purpose of performing the Services under this Agreement shall own, exclusively and in perpetuity, all rights of whatever kind and character, throughout the universe and in any and all languages, in and to the videos, photographs, text and/or all works of similar nature produced, developed, or created by Influencer for this Agreement, and any and all intellectual property rights thereto, including trademarks, trade secrets, trade dress, design, mask work, copyrights, and patent rights (collectively, the “Content”), including the right to sublicense the Content to Company’s brand partners (the “Brand Affiliates”). Notwithstanding the foregoing, the Influencer may delete posts from his/her owned and/or controlled social media channels containing any Content after a period of thirty (180) days from the post date.
5. USAGE. Company shall cause Influencer to grant to Company and to Brand Affiliates a limited, non-exclusive, royalty-free, right and licence to feature Content generated by Influencer as part of the Campaign (including influencer’s name and likeness) on Company’s and Brand Affiliates owned and controlled social media platforms and within third-party digital and broadcast platforms and print platforms including but are not limited to: ad networks, email marketing, paid search listings, television, radio, newspapers, magazines and brochures, Facebook, Instagram, Twitter, Tumblr, YouTube, Pinterest, Vine, Google+ and website blogs during the term of this Agreement and for a period of twelve (12) months thereafter.
6. LICENSE. Company grants to Influencer a temporary license to use the Brand Affiliates name and promotional materials as may be necessary to achieve the promotional purpose but only in compliance with the Guidelines and only to achieve the promotional purpose as described in Campaign Detail page/screen. Influencer grants to Company a perpetual license to use Influencer’s name and likeness in all media including Company website and the brand website and on social media sites and in all formats of print and digital media advertising.
7. CANCELLATION. Either party may terminate this agreement upon fourteen (30) days prior written notice if the other party breaches this agreement and does not cure such breach within such a time period. In addition to any right or remedy that may be available to Company under this agreement or applicable law, In addition, in the event that Influencer has breached this agreement, Company may (i) immediately suspend, limit or terminate Influencer’s access to any Company account and/
or (ii) instruct Influencer to cease all promotional activities or make clarifying statements, and Influencer shall immediately comply. Either party may terminate this agreement at any time without cause upon thirty days prior written notice to the other party.
or (ii) instruct Influencer to cease all promotional activities or make clarifying statements, and Influencer shall immediately comply. Either party may terminate this agreement at any time without cause upon thirty days prior written notice to the other party.
8. CONFIDENTIALITY AND EXCLUSIVITY. During the course of Influencer’s performance of services for Company, Influencer will receive, have access to and create documents, records, and information of a confidential and proprietary nature to Company and customers of Company. Influencer acknowledges and agrees that such information is an asset of Company or its clients, is not generally known to the trade, is of a confidential nature and, to preserve the goodwill of Company and its clients must be kept strictly confidential and used only in the performance of Influencer’s duties under this Agreement. Influencer agrees that he/she will not use, disclose, communicate, copy or permit the use or disclosure of any such information to any third party in any manner whatsoever except to the existing employees of Company or as otherwise directed by Company in the course of Influencer’s performance of services under this Agreement, and thereafter only with the written permission of Company. Upon termination of this Agreement or upon the request of Company, Influencer will return to Company all of the confidential information, and all copies or reproductions thereof, which are in Influencer’s possession or control. Influencer agrees that during the tenure of this contract, and for a three-month term afterward, Influencer will not undertake influencer marketing for a competitor in the same vertical as Company.
9. COMPENSATION. In full consideration of the Influencer’s performance, his / her obligations, and the rights granted herein, the Influencer shall be paid [THE AMOUNT mentioned in the Campaign Detail page/screen]. This includes any agreed bonus incentives should the Influencer meet the agreed targets. The influencer will otherwise perform the services at his/her own expense and use his/her own resources and equipment. Influencer acknowledges that the agreed-upon compensation represents Influencer’s entire compensation with respect to this agreement and Company shall have no other obligation for any other compensation to or expenses or costs incurred by Influencer in connection with the performance of its obligations under this agreement. If Influencer has obtained employees or agents (the “Influencer Personnel”), Influencer shall be solely responsible for all costs associated with Influencer Personnel.
10. PAYMENT TERMS. Payment can be made by Bank transfer or wallet payment to the address given by Influencer. Payments will be due seven days after the agreed invoice date.
11. MATERIAL DISCLOSURES AND COMPLIANCE WITH GOVERNMENT GUIDELINES. When publishing posts/statuses about Company’s products or services, Influencer must clearly disclose his/her “material connection” with Company, including the fact that Influencer was given any consideration, was provided with certain experiences, or is being paid for a particular service. The above disclosure should be clear and prominent and made in close proximity to any statements that the Influencer makes about the Company or Company’s products or services. Please note that this disclosure is required regardless of any space limitations of the medium (e.g. Twitter), where the disclosure can be made via Hashtags, e.g. #sponsored #paid #brandcollab. Influencer’s statements should always reflect Influencer’s honest and truthful opinions and actual experiences. Influencers should only make factual statements about the Company or Company’s products that the Influencer knows for certain are true and can be verified.
12. FORCE MAJEURE. If either party is unable to perform any of its obligations by reason of fire or another casualty, strike, act or order of public authority, the act of God, or other cause beyond the control of such party, then such party shall be excused from such performance during the pendency of such cause.
13. INDEPENDENT CONTRACTOR. An influencer is retained as an independent contractor of the Company. Influencer acknowledges and agrees that (i) Influencer is solely responsible for the manner and form by which Influencer performs under this Agreement, and (ii) Influencer is a self-employed individual, who performs services similar to the services outlined in Campaign Detail page/screen for various entities and individuals other than Company. An influencer is responsible for the withholding and payment of all taxes and other assessments arising out of Influencer’s performance of services, and neither Influencer nor any of Influencer’s employees or independent clients shall be entitled to participate in any employee benefit plans of the Company.
14. REPRESENTATIONS AND WARRANTIES. Parties represent and warrant to each other that each is free to enter into this Agreement by agreeing to terms and conditions and that this engagement does not violate the terms of any agreement between any third party.
15. JURISDICTION, GOVERNING LAW AND EX-PARTE ORDERS:
15.1 This agreement is subject to the exclusive jurisdiction of competent Courts of law at Delhi only. However the company at its sole discretion may refer the disputes to a sole arbitrator which will be appointed by the company and the provisions of Arbitration & Conciliation act, 1996 shall be applicable to the parties.
15.2 The laws of the Republic of India, as are in force, shall be applicable to the present agreement.
15.3 The Company is entitled to obtain ex-parte ad-interim injunction orders restraining the influencer to prevent any loss/anticipated loss either in material terms or in terms of intellectual property or causing damage/loss/harm to reputation/goodwill of the Company or it’s brand by the influencer, its representatives, associates or assigns.
15.2 The laws of the Republic of India, as are in force, shall be applicable to the present agreement.
15.3 The Company is entitled to obtain ex-parte ad-interim injunction orders restraining the influencer to prevent any loss/anticipated loss either in material terms or in terms of intellectual property or causing damage/loss/harm to reputation/goodwill of the Company or it’s brand by the influencer, its representatives, associates or assigns.
16. BRAND PROTECTION: The influencer will work in the interest of the company and the brand while not putting any words out which defame or harm the brand or the company. The influencer will use brand guidelines including desired colors, fonts, or other creative directions, and will not use profane language or will not show too much skin. Influencers should not mention competitors. All blog posts, social media statuses, tweets, and/or comments should be in good taste and free of inappropriate language and/or any content promoting bigotry, racism, or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age.
