Terms and Conditions
You hereby represent and warrant to HypeFactory that you have familiarized yourself and agree with those privacy policies.
1. DEFINITIONS AND PROVISIONS
1.1 “Agreement” means this Agreement between the HypeFactory and the Influencer or Agency and the IO (s) to this Agreement.
1.2 “Campaign” means the details of the advertising campaign, the specifics of where, how and when a Content should be posted, including the type of Content, placement of the Content, payment terms and the dates during which a Content should be posted, all as set forth in this Agreement and (or) in the IO(s) of Agreement.
1.3 “Content” is herein defined as any graphic file and/or any and all accompanying printed, hand written or electronically transferred information, including video clips, online media content, video materials about advertisers’ products or services, supplied by the Influencer to the HypeFactory or created by the Influencer for the purpose of the advertising Campaign.
1.4 “CPM” is herein defined as Cost-Per-Mille, a specific kind of deliverable which is achieved by one thousand views of Content.
1.5 “Flat fee” – a fixed payment for Influencer or Agency if it agreed in IO to this Agreement.
1.6 “Intellectual Property Rights” shall mean on a worldwide basis, any and all now known or hereafter known (a) rights associated with works of authorship including copyrights and moral rights, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patent rights and other industrial property rights, (e) intellectual and industrial property rights of every other kind and nature and however designated, whether arising by operation of law or otherwise, and (f) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter existing, made, or in force (including any rights in any of the foregoing).
1.7 “Account” is the Influencer account in the social network as the Instagram, the Facebook etc. and is indicated in the IO to this Agreement.
1.8 “Channel” is the Influencer’s channel on YouTube as indicated in the IO to this Agreement.
1.9 “Followers” — followers of the Account or Channel.
1.10 “Average views” – the average number of video views, it is usually considered the last 15 videos or the last 3 months.
1.11 “Period of presence” – the period during which the Content must be present in the place of posting indicated by the Parties (Account or Channel), and also during which the Content should not contain other advertising, including interruption advertising (for example, pre-roll).
1.12 “Advertiser” – HypeFactory client whose products or services are advertised through Content on the terms of the Campaign.
1.13 “Brand” – trademark, name, logo and other object of advertising, which is associated with the products or services of the Advertiser.
1.14 This Agreement forms an agreement between Derfit Enterprises Limited, a limited liability company, validly incorporated and existing under the laws of the Republic of Cyprus, under registration number HE 352715 and registered office at 25 Martiou, 27, 1st floor, Flat/Office 106, Egkomi, 2408, Nicosia, Cyprus (“HypeFactory”, “us”, “we”, “our”) and Influencers or Agency (“you”), when referred to collectively as – “Parties”.
1.15 The term “you” refers to the natural person, individual entrepreneur or the legal entity communicating with HypeFactory for the purpose of creating and posting Content about Advertiser’s products or services.
1.16 This Agreement defines relations between HypeFactory and Influencers or Agencies when HypeFactory acts as an advertising agency.
1.17 Acceptance of this Agreement is the signing of an appropriate IO.
2. GENERAL TERMS
2.1. HypeFactory appoints and you undertake to carry out the Campaign with mandatory posting the Content on Account (s) and (or) Channel (s) (hereinafter referred to as the “Services”) during the validity period of this Agreement.
2.3. The Services under this Agreement shall be rendered within the terms agreed in the relevant IO thereto.
3. TERMS OF CAMPAIGN
3.1. Content should be prepared and sent for approval to the HypeFactory 3 days before the release date. Content can’t be posted without HypeFactory’s final approval.
3.2. If the Content cut doesn’t meet the HypeFactory’s requirements listed in this Agreement the HypeFactory may ask for one round of edits.
3.3. The Content should never be deleted from the Account (s) and (or) Channel (s). The video or post text shouldn’t contain any other ads (except YouTube Ads).
3.4. You shall immediately inform us about when Content is shutdown on the Account (s) and (or) Channel (s) upon third parties initiative.
3.5. You can`t attempt to make any changes to the Content after it is delivered and accepted by HypeFactory, neither/nor otherwise attempt to influence its functionality.
3.6. All Content made during Campaign will clearly and conspicuously disclose any relationship between you and HypeFactory in compliance with the FTC Guidelines on endorsements and as reasonably directed by the HypeFactory or you.
3.7. You will ensure the satisfactory posting of the Content, subject to any review and acceptance procedures, as described in this Agreement or in IO to this Agreement. The posting period may be subject to change based on the availability of any factors reasonably outside of Influencers control, or otherwise upon mutual agreement of the parties.
3.8. As the deadline is a contractual obligation, you have to adhere strictly to deadlines, specified in the IO of this Agreement.
3.9. HypeFactory may ask for one round of edits to be made to the Content, including minor corrections to the video and re-recording of scenes that do not meet the technical requirements of this Agreement.
If after one run of edits in the video the Influencer failed attempts to remedy the problem and refuses to make additional changes to meet the requirements, all payments made by the HypeFactory or payments due for the providing of Services should be returned in full to the HypeFactory.
3.10. You should not use, give links and recommendations in the video of other brands, goods, etc., using only advertising of a particular brand, described in the IO to this Agreement. Your task is also to bring the general information through photo/video post about the advertised brand specified in the IO to this Agreement.
3.11. In strict accordance with this Agreement and the IO of this Agreement you provide Services in a diligent, timely, and professional manner in accordance with the level of care customarily observed by skilled professionals in this discipline. During the term of this agreement and in the course of supplying the Services, Influencer shall not commit any criminal act or be involved in any activities that could be deemed to endanger the public.
3.12. If you include targeted harassment of someone, or feature, including but not limited to, racist, religious, sexist, ageist remarks in the video with the Content, you are required to notify and obtain the consent from the HypeFactory before releasing the video to the public.
If you fail to notify the HypeFactory and the video is released without the HypeFactory’s consent you are obliged to have the video deleted or the Content edited out and return all payments made by the HypeFactory.
4. COST AND PROCEDURE OF SETTLEMENTS
4.1. Payment for the Services rendered by you within the terms of this Agreement shall be made by transfer of funds in USD to the details specified in IO.
4.2. The terms of payment (CPM, Flat fee) and fee of the Services are determined by the parties in the IO to this Agreement.
4.3. The date of payment is considered to be the date of writing off the funds from the HypeFactory’s settlement account.
4.4. CPM details
4.4.1. The price for integration is calculated from the views of the Account or Channel.
4.4.2. HypeFactory can pay the average cost based on Average Views.
4.4.3. If the Account or Channel has scored fewer views than the established maximum price (CAP), Influencer or the Agency only receives the payment for the total number of views. If you received an advance payment for the Services more than the total cost of views, then you must return the amount of such a difference to HypeFactory.
4.5. Payments are in return for the provision of the Services and delivery of the Content only.
4.6. Each party is solely and separately responsible for its own taxes, fees, or other levies.
4.7. If you fail to wholly or partly perform your obligations specified herein or you violate your representations, warranties and commitments made hereunder, you shall undertake relevant liabilities for breach of contract and return all payment made by the HypeFactory.
4.8. All payment commissions that may arise during a payment are refrained by the bank or other payment provider from the fee of the Influencer or Agency.
4.9. Payment can be made to a bank account, bank card, e-wallet or other means specified in IO.
5. INTELLECTUAL PROPERTY
5.1. The Influencer grants (directly or through the Agency) to HypeFactory and Advertiser a limited, exclusive, royalty-free, worldwide, transferable, sublicensable, right and license to publicly display and distribute the Content via HypeFactory‘s owned/operated channels, including Influencer, subcontractors, vloggers name, likeness, images from published Content, voice/sound from Content videos, or photographs from Content, solely in connection with the marketing and promotion of the Content and Advertiser, its products and services. Posting will be restricted to Client’s designated digital properties, which are its websites/apps, digital newsletters, brand/property emails and social media channels, including YouTube, Facebook, Twitter and Instagram, for a period of one (1) year from Influencer’s posting of the Content, and may remain archived in perpetuity.
5.2. HypeFactory undertakes to obtain permission from the Advertiser that grants the Influencer a limited, royalty-free, worldwide, sublicensable, right and license to use, reproduce, publicly perform and display, distribute (either directly or through third party distributors), and otherwise publish the Brand Marks within Content during the Content’s online life solely in connection with the marketing and promotion of Advertiser, its products and services.
6. SECURITY CHECK
By accepting this Agreement, you undertake to provide all required documents and information. Failure to provide us with such information may lead to our unilateral termination of this Agreement.
Please treat with understanding and to inform you that for security reasons we do not cooperate with the residents of the following countries: Ethiopia, Iran, North Korea, Pakistan, Serbia, Sri Lanka, Syria, Trinidad and Tobago, Tunisia and Yemen, Iraq, Vanuatu, Cuba, Region of Crimea.
7.1. The Parties agree to keep secret and deem confidential the terms of this Agreement, as well as all the information received by one Party from the other Party during the performance of the Agreement and indicated by the Disclosing Party in writing as confidential information of such Disclosing Party (hereinafter referred to as the “Confidential Information”), and not to disclose, divulge, make public or otherwise provide such information to any third party without the prior written permission of the Party disclosing this information.
7.2. For the purposes of this Agreement, the Confidential Information shall also include:
- remuneration, amount of remuneration, formulas of settlements;
- names of all third parties that become known during the performance of liabilities under the Agreement;
- Promotional Materials (name of the Videos, name of the Right Holders);
Confidential Information shall not include:
- name of the counterparty under the Agreement;
- logotypes (trade marks). The Parties are entitled to disclose information about the fact of contractual relations between them for advertising and marketing purposes;
7.3. Each Party shall take all necessary efforts to protect the Confidential Information with at least the same degree of due diligence with which it protects its own confidential information. Access to the Confidential Information shall be provided only to those employees of each Party who reasonably require it to perform their official duties for the performance of the Agreement. Each Party shall oblige such employees to undertake the same obligations with respect to the use of the Confidential Information, which are imposed on the relevant Party by this Agreement.
7.4. In terms of this Agreement, the following information shall not be deemed confidential:
information that at the time of disclosure was or has become generally available otherwise than as a result of a violation committed by the Receiving Party; or
information that becomes known to the Receiving Party from a source other than the Disclosing Party, without any violation of the terms of this Agreement by the Receiving Party, which can be evidenced by documents sufficient to confirm that the source of such Confidential Information is a third party; or
information that was known to the Receiving Party prior to its disclosure under the Agreement, which is evidenced by documents sufficient to confirm the fact of such possession of the Confidential Information; or
information that was disclosed with the written permission of the Disclosing Party.
7.5. In case that information was provided to the authorized representatives of public authorities, under the terms of this Agreement the Party that provided such information to the authorized representatives of public authorities shall notify the other Party about the fact of providing information in writing immediately, but not later than within 1 (one) business day, indicating the norms of the current legislation under which the provision of information is mandatory, as well as indicating the list of information provided and enclosing a certified copy of the request of authorized representatives of public authorities.
7.6. Liability to keep the Confidential Information secret comes into force from the time of the first transfer (disclosure) of such information to the Receiving Party and remains in force for 2 (two) years after the expiration or termination of the Agreement for any reason.
7.7. The Parties are entitled to disclose information about the fact of contractual relations between them for advertising and marketing purposes.
7.8. Any disclosure of the Confidential Information in violation of the terms of this Agreement shall entail liability in the form of a penalty in the amount of 10,000 (ten thousand) dollars for the divulged party, at the request of the other Party.
8. SPECIAL PROVISIONS AND TERMS
8.1. The Parties undertake to inform each other in case they change their mailing addresses and/or locations, within 10 business days from the date of the change.
8.2. In all other respects that are not provided by this Agreement, the Parties shall be governed by the current legislation of the Republic of Cyprus.
8.3. All changes and additions to this Agreement shall be valid if they are made in writing and signed by authorized representatives of both Parties, except for the conditions agreed in IO and in the correspondence. All correspondence of the Parties shall be deemed appropriate in case that the letters are delivered to the Parties’ electronic addresses specified in IO.
8.4. Any Party is entitled to terminate this Agreement as well as unilaterally, provided that a written notification thereof is sent to the other Party not less than in 30 days before the expected date of termination of this Agreement.
8.5. Invalidity of any clause of this Agreement shall not entail invalidity of the entire Agreement.
CONTACTS Company: DERFIT ENTERPRISES LIMITED Address: 25 Martiou, 27, 1st floor, Flat/Office 106, Egkomi, 2408, Nicosia, Cyprus E-mail: [email protected]