TERMS OF SERVICE
We shall not deliver a copy of the Agreement with you, so please print it for your personal use. Amendments to this Agreement shall be made in accordance with the rules below.
- TERMS AND PROVISIONS
1.1. “Agreement” means these Terms of Service, including the IO to this Agreement.
1.2. “Campaign” means the details of the advertising campaign, especially where, how and when the Content is to be published, including the type and placement of the Content, terms of payment and the dates of publishing the Content, all as specified in this Agreement and in the IO to it.
1.3. “Content” herein is defined as any graphic file and/or any and all accompanying printed, handwritten or electronically transmitted information, including video, online media content, video materials about Advertisers’ products or services, provided by the Blogger for HypeFactory or designed by the Bloggers for placement for advertising purposes.
1.4. “Fixed fee” means a fixed payment for the Blogger, if agreed upon in the IO to this Agreement.
1.5. “Intellectual Property Rights” means, on a worldwide basis, all and any whether now or hereinafter known (a) rights related to works of authorship, including copyright and moral rights, (b) rights to trademarks and trade names and similar rights, (c) rights to trade secrets, (d) patent rights and other rights to industrial property, (e) rights to intellectual and industrial property of any other kind and character, whatever indicated, regardless of whether they arise by law or otherwise, and (f) all registrations, renewal applications, renewals, continuations, divisions, or republications, whether now or hereafter established, created or existing (including any rights in any of the above).
1.6 “Account” means a Blogger account on a social network such as Instagram, Facebook, etc., to be indicated in the IO to this Agreement.
1.7 “Channel” means a Blogger’s channel on YouTube, Instagram, specified in the IO to this Agreement.
1.8 “Subscribers” means subscribers to the Account or Channel.
1.9 “Average views” means the average number of views of a video; usually it is considered for the last 15 videos or for the last 3 months.
1.10 “Presence period” means the period for the Content to be placed as specified by the Parties (Account or Channel), during which the Content must not contain other advertising, including interrupted by advertising (for example, by pre-roll).
1.11 “Advertiser” means a HypeFactory client whose products or services are advertised through Content under the terms of the Campaign.
1.12 “Brand” means a trademark, name, logo and other object of advertising that is associated with the goods or services provided by the Advertiser.
1.13. “IO” means an order for the placement of the Content on certain resources (Account or Channel). It is an integral part of this Agreement.
1.14 The following terms (hereinafter also referred to as the “Terms of Service”) shall control your access and use:
- Our website is located at https://hypefactory.com (hereinafter referred to as the “website”),
- Our online platform that facilitates the selection of those who propose to create online advertising content (hereinafter referred to as the “MarketPlace”).
1.15. This Agreement shall form an agreement made by and between DERFIT ENTERPRISES LIMITED, a limited liability company registered and existing under the laws of the Republic of Cyprus under registration number HE 352715, having its registered office at 25th March Str., 27, 1st floor, apartment/office 106, Egkomi, 2408, Nicosia, Cyprus (“HypeFactory”, “we”, “us”, “our”) and the Bloggers/Agency representing the Bloggers (“you”, “you”), collectively referred to as the “Parties”.
1.16 The term “you” refers to an individual, sole proprietor, or legal entity communicating with HypeFactory with a view to create and publish the Content about products or services provided by advertisers.
1.17 This Agreement shall determine the relationships between HypeFactory and the Bloggers/Agencies whenever the former acts as an advertising agency.
1.18 Your registration on the HypeFactory website with the username and personal password entered will be an acceptance of this Agreement.
1.19 By accessing and using the website, you accept and agree to observe these Terms and also confirm that you fully understand the contents of the Agreement and personally, freely, consciously and intentionally express your consent to its conclusion in the form presented on the website, with amendments to be made, and that you have not been provided with any additional guarantees, warranties, agreements, contracts, obligations, compensations or any other promises of any kind other than those expressly specified in the Agreement, and that you voluntarily, unconditionally and irrevocably waive any claims, rights and/or remedies other than those stipulated by the Agreement. When registering the Account using HypeFactory, the user must check the “I agree to the Terms of Service” box before clicking the “Register” button.
1.20. Please do not access or use the MarketPlace unless accepting these Terms. By accessing or using the MarketPlace on behalf of another individual or legal entity you represent and warrant that you have the proper authorization to bind such person or organization to the current conditions.
1.21. The “MarketPlace” shall be provided for the Bloggers only to meet the following objectives:
- collection of information about various Advertising Campaigns and Advertisers available on the MarketPlace;
- facilitating communication and workflow with HypeFactory with a view to enter into the Agreement;
- facilitating your receipt of payments from HypeFactory under the Agreement.
1.22 You agree that all and any information provided during the registration process is reliable, accurate, update and complete. You also agree to update and maintain the above data so that it is reliable, accurate, update and complete.
1.23 You shall be solely responsible for keeping confidential your password and the information related to your Account, which you wish to keep secret. You also agree that you shall be responsible for any actions that may take place or occur with your password or account used. In addition, you agree to notify HypeFactory if your password or account has been used without proper authorization or of any other security breaches that you become aware of. HypeFactory shall not be held liable for any loss or damage incurred, or later as a result of your failure to comply with this section. HypeFactory prohibits the sale or transfer of control of any HypeFactory account by a registered account holder to any other person or party.
- GENERAL TERMS
2.1. HypeFactory appoints, and you agree to conduct the Campaign, which involves obligatory placement of the Content on the Accounts(s) and (or) Channel(s) (hereinafter referred to as the “Services”) during the term of this Agreement.
2.3. You may use the Market Place provided that you warrant the following:
- you have full legal capacity under applicable law, provided that the use of the services provided are found to conform with the legislation of your country;
- you confirm that you do not violate local laws when using the services we provide;
- you have legal authority to create a binding legal obligation;
- you must make use of the market strictly in accordance with the current conditions;
- all the information you provide is reliable, accurate, complete and update;
- you have come of age within the jurisdiction of your residence.
HypeFactory reserves the right, at its sole discretion, to deny anyone access to the market or the services it offers at any time and for any reason, including but not limited to violation of the current terms. You must terminate and refuse access or use immediately upon request of HypeFactory.
2.4. You will need to efficiently register for your account (“Personal Account”) and get a username and password (“User ID”) to use the MarketPlace. If you are given a User ID, you must keep it safe and not share your User ID with anyone else; you also must not collect any personal data of any other user of HypeFactory, including names of accounts. HypeFactory reserves the right to disable any personal account issued to you, at any time at the discretion of HypeFactory. If HypeFactory disables access to the personal account issued to you, you may be denied access to HypeFactory, your account information, or to any campaigns related to your account.
2.5. When registering and choosing a username and password, you should not disclose them or transfer your rights to their use to third parties.
An individual who entered your username and password on the website shall be deemed the full owner of your Personal Account, all transactions made by this individual shall be deemed valid. Under no circumstances shall we be liable for any losses incurred as a result of unauthorized use or misuse of your registration data. It is not our responsibility to store your username or password.
If you lose your username or password, please contact us to restore your User ID. Please note that in this situation, HypeFactory may trigger a security check.
- TERMS OF THE CAMPAIGN
3.1. Upon registration with the MarketPlace you will see active advertising campaigns.
3.2. You shall read the Terms of Reference for active advertising campaigns, the proposed cost of services, and deadlines for the completion of the Terms of Reference.
3.3. If agree with the proposed conditions for an active advertising campaign, you shall prepare a video(s)/photo(s) in accordance with the Terms of Reference and post it on your Channel. If you have any questions, you may contact the email manager ***@hypefactory.com.
3.4. The video(s)/photo(s) prepared, you add a link to the video/photo in the appropriate field on your Personal Account for approval by the HypeFactory manager.
3.5. Within one (1) business day after you send the link, the HypeFactory manager shall approve the video/photo you posted or reject it, stating the reason for the rejection.
3.6. If the video/photo is rejected, you have the opportunity to correct the video/photo before the deadline for the completion of the Terms of Reference and place the link on your Personal Account once again.
3.7. The services you provided shall be paid for within five (5) business days after the approval several video(s)/photo(s) you posted by the HypeFactory manager, the number of posts is specified in the Terms of Reference.
3.8. In case of non-compliance of the video/photo publication with the requirements contained in the Technical specifications and/or non-compliance with the deadlines and/or adding incorrect links to the description of the video/photo publication, HypeFactory does not pay for Your services.
3.9. The Content shall never be removed from the Account and/or Channel. The video or text of a publication shall contain no other ads (other than Youtube advertising).
3.10. You shall inform us without delay of the disconnection of Content on the Accounts and (or) Channel (s), initiated by third parties
3.11. You shall never try to make any changes to the Content, or influence its functionality.
3.12. All Content created during the Campaign will clearly and distinctly disclose any relationship between you and HypeFactory in accordance with the FTC Recommendations and in accordance with reasonable directions from HypeFactory or from you.
3.13. You shall never use, give links or recommendations through the video to other brands, products, etc., using only the advertising of a particular brand specified in the IO to this Agreement. You also shall bring through photo/video to public knowledge information about the advertised brand specified in the IO to this Agreement.
3.14. In strict accordance with this Agreement, you shall provide the Services in a diligent, timely and professional manner in accordance with the level of service usually observed by qualified experts in this field. During the term of this Agreement and while providing the Services, the Blogger shall not commit any criminal activity or participate in any actions that may pose a threat to the public.
- COST AND PAYMENT SETTLEMENT PROCEDURE
4.1. The Services you provided under the terms of this Agreement shall be paid by transferring funds in euros, US dollars or Russian rubles to the details specified in your Personal Account after you have posted the required number of video/photo posts in accordance with the Terms of Reference.
4.3. The date of payment shall be the date the HypeFactory account is debited.
4.4. The Blogger’s remuneration shall include payment for the intellectual property created by the Blogger.
4.5. Each Party shall be solely and fully responsible for the taxes, fees or other charges payable by that Party.
4.6. If you failed to fulfill partially or fully your obligations specified herein, or violated any statements, warranties or responsibilities assumed under this Agreement, you shall undertake the relevant obligations for breach of contract and return all payments made by HypeFactory
4.7. All payment fees that may arise out of the payment shall be withheld by the bank or other payment service at the expense of the Blogger.
- INTELLECTUAL PROPERTY
5.1. The Blogger shall grant HypeFactory and the Advertiser (either directly or through the Agency) a limited, exclusive, free, worldwide, sublicensed right and license to publicly display and distribute the Content through HypeFactory’s own/controlled channels, including the Bloggers, subcontractors, their names, images, images from published Content, voice/sound from the Content, video or photos from the Content, solely for the purpose of marketing and promotion of the Content and the Advertiser, as well as of the products and services provided by the latter. The publication shall be limited to digital properties designated by the Customer, such as its websites/applications, digital newsletters, emails specifying brands/properties, and social media channels, including YouTube, Facebook, Twitter, and Instagram, within 1(one) year from the placement of the Content by the Blogger, and can be archived indefinitely.
HypeFactory shall obtain from the Advertiser permission for the Blogger to use, reproduce, publicly perform and demonstrate, distribute (both directly and through third-party distributors) and otherwise publish the Brand in accordance with a limited, free, worldwide, sublicensed right and license. Labeling inside the Content during the term of the Content shall be solely for the purpose of marketing and promotion of the Advertiser, as well as the products and services provided by the latter.
- SECURITY CHECK
For your personal safety reasons, as well as for our and our partners’ safety, HypeFactory reserves the right to conduct a security check at any time, which includes but not limited to checking the information you have provided to us when entering into this Agreement, as well as its compliance with current legislation.
By accepting this Agreement, you agree to provide all necessary documents and information. Failure to provide us with such information may lead to unilateral termination of this Agreement.
We ask you to accept understandingly and 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, and the Crimea Region.
7.1. The Parties agree to keep confidential and treat confidentially the terms of this Agreement, as well as all information received by one Party from the other Party during the term of this Agreement and indicated in writing by the Disclosing Party as confidential information of such Disclosing Party (hereinafter referred to as the “Confidential Information”), and also not to disclose, make public, publish or otherwise provide such information to any third party without the prior written permission of the Disclosing Party.
For the purposes of this Agreement, the Confidential information shall also include:
- remuneration, amount of remuneration, calculation formulas;
- names of all third parties that become known in the course of fulfillment of obligations under the Agreement;
- advertising materials (video titles, names of copyright holders);
Confidential information should not include:
- name of the counterparty under the Agreement;
- logos (trademarks). The parties are entitled to disclose information on the fact of contractual relations between them for advertising and marketing purposes;
7.3. Each Party shall use its best efforts to protect the Confidential Information with at least the same degree of care that is accorded to your confidential information. The Confidential Information may be accessed only by those employees of each of the Parties who reasonably require such information to fulfill their official duties under this Agreement. Each Party shall oblige such employees to assume the same obligations regarding the use of the Confidential Information as imposed on the respective Party under this Agreement.
7.4. In accordance with the terms of this Agreement, the following information is not considered confidential:
Information that at the time of disclosure was or became publicly available other 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 latter, 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 before its disclosure under the Agreement, as evidenced by documents sufficient to confirm the fact of such knowing of Confidential Information; or
Information disclosed with the written permission of the Disclosing Party.
7.5. In the event that such information was provided to authorized representatives of public authorities, in accordance with the terms of this Agreement, the Party that provided such information to authorized representatives of public authorities shall notify the other Party of the fact of providing information in writing immediately, but no later than within one (1) business day, with the norms of the current legislation specified, which requires the provision of information, as well as indicating the list of information provided and attaching a certified copy of the request from authorized representatives of public authorities.
7.6. The obligation to keep the Confidential Information secret shall take effect from the date of the first provision (disclosure) of such information to the Receiving Party and be effective for two (2) years after the expiration or termination of the Agreement for any reason.
7.7. The Parties may disclose information on 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 as a fine of ten thousand dollars ($10,000) to be paid by the Party that disclosed such information, at the request of the other Party.
- SPECIAL TERMS AND PROVISIONS
8.1. In all other respects not covered by this Agreement, the Parties shall be governed by the applicable laws of the Republic of Cyprus.
8.2. HypeFactory may amend this Agreement as necessary without giving any prior notice to the Blogger or the Agency. You are required to independently monitor any amendments to this Agreement and, in case of disagreement, to send us a relevant notice and terminate this Agreement. Unless such a notice is given, the amendments shall be deemed accepted.
8.3. Invalidity of any clause of this Agreement shall not render the entire Agreement invalid.
8.4. This Agreement and the IO constitute the entire agreement between you and HypeFactory as to the subject matter thereof and supersedes all previous or current negotiations, discussions or agreements.
Company: DERFIT ENTERPRISES LIMITED
Address: 25th March Str., 27, 1st floor, apartment/office 106, Egkomi, 2408, Nicosia, Cyprus
E-mail: [email protected]
Effective date: February 1, 2020.