Influencer agreement - UNIFY SOCIAL MEDIA

THIS AGREEMENT is made on the Date of Electronic Acceptance (the “Effective Date”).

BY AGREEING TO THE UNIFY SOCIAL TERMS & CONDITIONS DOCUMENT (“TERMS AND CONDITIONS”), WHETHER BY CLICKING “I AGREE” TO SUCH TERMS AND CONDITIONS OR BY OTHERWISE ACCESSING OR USING THE APP, THE INFLUENCER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

1. ACCEPTANCE

This Agreement is incorporated by reference into and, along with the applicable Terms & Conditions, later agreed online by the INFLUENCER during the Registration on the App, which documents the specific services INFLUENCER is accessing while using the App (“Terms & Conditions”) and other documents incorporated by reference are collectively referred to as the (“Agreement”) by and between UNIFY SOCIAL SRL, a company incorporated and existing under the laws of Romania, having its principal place of business at 5D Dimitrie Pompeiu Blvd., apartment 35, 2nd District, Bucharest, Romania, registered with the Trade Registry under number J40/24829/2022, sole registration number 47352844, bank account no. RO98BTRLRONCRT0666025501, opened with Transilvania Bank, Bucharest Branch, acting in its own name and/or in its name and on behalf of its clients (hereinafter referred to as the “Platform”), and the INFLUENCER that will be using the App (the “INFLUENCER“) and sets forth the legally binding terms between INFLUENCER and the Platform that govern the assignment of the copyrights and ancillary rights held by INFLUENCER in respect of the INFLUENCER Content.

The Platform and the INFLUENCER are collectively referred to as the "Parties" and individually as the "Party".

Headings in the Agreement are inserted for convenience only and shall not affect the construction of the Agreement.

The masculine gender includes the feminine and neuter and the singular number shall include the plural and vice versa.

If there is any conflict between the terms of this Agreement and the terms of Terms and Conditions the terms of this Agreement shall prevail.

In consideration of the mutual covenants set out below the parties agree as follows.

2. SCOPE OF THE AGREEMENT

The object of this Agreement is the assignment by the INFLUENCER to the Platform, in exchange for certain compensation detailed in the Campaign, subject to the terms and conditions hereof, of the intellectual property rights held by the INFLUENCER as a result of his/her participation and creation of the INFLUENCER Content in connection with the execution of specialized creative performances by the INFLUENCER for the benefit of the Platform and/or the Brand(s), as a direct or indirect result of his/her exercise of any or all of his/her capacities of content creator in Campaign, as well as the assignment of the rights concerning his/her image, voice and name, subject to the provisions of Article 4.3 below.

Within the scope of this Agreement the INFLUENCER agrees to perform for the Platform and/or Brand(s) the creative works specified in the Brief and/or the Campaign for the fees and compensation set forth in this Agreement or as otherwise agreed-to via the App for any Campaign. Except as otherwise expressly provided herein, INFLUENCER will perform the services mentioned above at its own expense and using its own resources and equipment. The creation of the INFLUENCER Content mainly involves the INFLUENCER's participation in the Campaign. The main characteristics of the Campaign are detailed in the Brief.

The App is designed for use by INFLUENCER, who is able to access the App and participate in various Campaigns through it. The App serves as the means through which INFLUENCER receives information about Campaigns, post INFLUENCER Content and the Platform and/or Brand(s) can review the INFLUENCER Content. The App allows the INFLUENCER to interact only with the Platform and the Campaigns, but under no circumstances directly with Brand(s). For sake of clarity, any direct communication between INFLUENCER and the Brand shall be strictly forbidden.

3. SERVICES

The Platform agrees to provide the INFLUENCER with access to the App and the opportunity to participate in Campaigns made available through the App. Any participation in a Campaign by the INFLUENCER is subject to the invitation received by the INFLUENCER from the Platform within the App. The INFLUENCER agrees to use the App and participate in Campaigns as directed by the Platform. Subject to INFLUENCER’s compliance with this Agreement and the provisions of Terms and Conditions and during the Duration, INFLUENCER may access and use the Services, including access and use the App, for INFLUENCER’s own business purposes. The rights granted to the INFLUENCER are non-exclusive, non-sublicensable and non-transferable.

4. CAMPAIGN TERMS

INFLUENCER agrees to participate in Campaigns as directed by and upon the invitation received from the Platform in the App and in accordance with the terms of each Campaign. The INFLUENCER agrees to create and post content on the Accepted Social Media Platform Account(s) as directed by the Platform and in accordance with the terms of each Campaign. The INFLUENCER agrees that the Platform/Brand has the right to review and approve its participation in a Campaign and all content, including INFLUENCER Content, before it is posted. The INFLUENCER acknowledges and agrees that the Platform is not responsible for any unauthorized use of the INFLUENCER Content by any third party. The Platform and the Brand(s) have the right to remove any INFLUENCER Content (in connection with the Campaign conditions) from the INFLUENCER Accepted Social Media Platform Account(s) at any time. The INFLUENCER consents that the Platform or the Brand has the right to disqualify the INFLUENCER from the Campaign once it has been accepted if the INFLUENCER fails to follow the guidelines outlined in the Campaign and/or in the Brief. Such guidelines include, but are not limited to, the type of content required (photo, video, text), the Social Media Platform and/or the Accepted Social Media Platform Account on which the content should be created and posted, the time frame for creating and submitting INFLUENCER Content for review, the period for posting INFLUENCER Content, and the content's description.

INFLUENCER undertakes and agrees that during his/her participation in a Campaign shall observe, at least, the following:
- The provision of the INFLUENCER’ activities shall be made by observing the Brief conditions and/or requirements;
- If it is not stated differently in the Brief/Campaign specifications, he or she will not post the INFLUENCER Content on the Approved Social Media Platform Account(s) without the prior written approval of the Platform;
- He or she will observe the period of each Campaign in which he /she participates and does not publish the INFLUENCER Content created in respect of that particular Campaign outside the period during which such Campaign is organized;
- He or she will upload the results of the services provided for a Campaign within the deadline specified in the Brief and/or in the App.

The Platforms shall not pay any fee and the INFLUENCER does not become entitled to any consideration if the relevant INFLUENCER Content is not delivered, or it is delivered but not according to the current terms and the specific instructions given by the Platform/Brand, and the Platform/Brand explicitly refuses to accept the INFLUENCER Content.

Such INFLUENCER Content is deemed as not being in compliance with the relevant Platform policy and as such does not need to be honored by the Platform/Brand, thus consequently the related pending payment of the INFLUENCER Compensation shall not be payable to the INFLUENCER, or shall be refunded by the INFLUENCER to the Platform in case the payments were already made to INFLUENCER, if the following conditions are not met ("Events of Default" or "Event of Default"):
- the INFLUENCER Content is delivered on time as set by the Platform and as indicated in the Brief;
- the INFLUENCER Content is made on the required Approved Social Media Platform Account as set by the Platform during the invitation sent to the INFLUENCER and as indicated in the Brief;
- INFLUENCER Content is made in the form required by the Platform and as indicated in the Brief. In this regard, pieces of INFLUENCER Content are to be made using (i) only text; (ii) only video; (iii) only picture/photo; or a combination of (iv) text and video, or (v) text and picture/photo;
- If the relevant mandatory field is filled in by the Platform during the set-up process for a specific piece of text that is required by the Platform/Brand to be included in the INFLUENCER Content, then such text shall be displayed in the INFLUENCER Content by the INFLUENCER quoted word-for-word;
- Unless otherwise indicated in the Brief and/or in the Campaign’s conditions, INFLUENCER Content is published and kept on the Approved Social Media Platform Account and/or any other medium agreed by the Parties for an undermined period of time. For sake of clarity, the INFLUENCER shall not be entitled to remove in whole or in part the INFLUENCER’s Content without the prior written consent of the Platform and/or Brand(s).

In case any Event of Default occurs, the INFLUENCER shall pay a penalty to the Platform amounting to the INFLUENCER Compensation that would have been paid by the Platform to INFLUENCER for the respective Campaign. Platform has the right to set off its claim for a penalty against any outstanding and/or future claims of the INFLUENCER.

5. DURATION

This Agreement is effective from the Effective Date and will continue until terminated in accordance with clause 10 below or until the INFLUENCER’s account is cancelled directly by the INFLUENCER or by the Platform according to provisions of the Terms and Conditions.

6. PAYMENT

The INFLUENCER will be compensated in accordance with the terms of each Campaign as will be described in the Brief. As set forth in each Campaign available on the App, the INFLUENCER may be paid in money, by wire bank transfer, or via product/merchandise, or some combination of both as shall be described in the Brief. In the event a Campaign in which the INFLUENCER participate offers to the INFLUENCER compensation solely via product/merchandise, (a) this compensation will be final and binding to the INFLUENCER, and cannot be changed at a later time, and (b) the INFLUENCER will be responsible to account for and pay any income, VAT, use or other taxes that may be required concerning INFLUENCER’s provision of the INFLUENCER Content for the Campaign, and the INFLUENCER will hold the Platform and the Brand(s) harmless of and from any such tax liability or claim or investigation arising therefrom. For sake of clarity, the INFLUENCER is entitled only to the compensation defined in the Campaign, and only in the case that the INFLUENCER has fulfilled his/her obligations assumed under this Agreement and/or each and all the instructions outlined in the Brief and/or in the conditions of the Campaign (“INFLUENCER Compensation”); if the INFLUENCER is disqualified from the Campaign as mentioned in this Agreement, the INFLUENCER has no right to claim INFLUENCER Compensation or any other compensation in respect of the INFLUENCER Content created for that specific Campaign. By agreeing to participate in a Campaign, the INFLUENCER accepts the compensation outlined in the Campaign invitation received from the Platform and accepted by him/her. Payment of the INFLUENCER Compensation will be made within 45 days of the completion of the Campaign, but no earlier than the next date of 15 of the month in which the payment is due. The INFLUENCER agrees to provide all the information necessary to receive payment, such as, but not limited to, Full Name, Personal Identification Number, Date of birth, address, city, country, email address, telephone number, Revolut username/address or bank name, and bank account. The INFLUENCER agrees to provide a copy of his/her identity card, in case this should be requested by the Platform or within the App.

The INFLUENCER guarantees that INFLUENCER Compensation represents the full and final compensation for the assignments of any and all rights which are subject of this Agreement and for the timely, full and proper performance of all the obligations assumed in relation thereto, INFLUENCER Compensation fairly covering all INFLUENCER’s demands/requirements based on any cause whatsoever. The INFLUENCER shall not issue any financial or other claim, regardless of title, directly or indirectly (e.g. through a collecting society, agent or any other intermediary/representative) against the Platform and/or any third party authorised by the Platform, for the exercise, in compliance with the law and this Agreement, of any of the rights acquired and/or guaranteed and/or recognised by this Agreement and/or under the law in favour of the Platform and/or any third party authorised by the Platforms, including Brand(s), and/or for the exploitation of any materials/deliverables provided by the INFLUENCER under this Agreement, any such claim being null and void.

If the INFLUENCER is registered for VAT purposes, the INFLUENCER Compensation shall be added with VAT as per the fiscal legislation. No VAT will be paid for the remuneration invoiced by the INFLUENCER for the period when it did not hold a valid code of registration for VAT purposes.

Payment of the INFLUENCER Compensation shall be made on the basis of the invoices issued by the INFLUENCER if he/she is registered for VAT purposes. The invoice shall be sent by the INFLUENCER to the Platform and shall be deemed accepted by the Platform if it is correct and complete, in accordance with legal provisions in force and the contractual clauses. If any invoice fails to meet the requirements stipulated by law and/or by the clauses of this Agreement the Platform shall be entitled to suspend payments and send a written notification to the INFLUENCER, requesting the cure of these deficiencies. In this case, the payment due dates stipulated by this Agreement shall be calculated using the date when all these deficiencies have been cured as the reference point.

The provision of incorrect bank, debit or credit card details or invalid credit/debit cards is at INFLUENCER’s own risk and account and the INFLUENCER shall not be entitled to any compensation for any delay or error in payment processing due to incorrect, insufficient or invalid bank, debit or credit card details.

7. TAXES

INFLUENCER hereby agrees and acknowledges that he or she is always responsible to account for and pay to the relevant tax authorities the applicable taxes due on the total amount of the INFLUENCER Compensation due for his or her services provided under this Agreement and/or for any Campaign and/or for any income derived from this Agreement, including but not limited to any potential obligations. Except for the situations expressly provided by the law, the Platform shall not liable or responsible for the remittance, collection, withholding or payment of the relevant taxes due on INFLUENCER Compensation to the competent tax authorities. For clarity, the Platform shall be responsible only for the calculation, withholding and payment of those taxes and contributions that the law imposes to the Platform as an obligation of withholding tax (in Romanian “”retinere la sursa”), according to the provisions of the Romanian Fiscal Code, as amended and supplemented, as follows:
- the payment of the income tax of 10%;
- the individual contribution to health insurance and the individual social insurance contribution, if such contributions are payable according to the INFLUENCER’s information provided via the Platform;
- if applicable, the payment of the VAT.

INFLUENCER shall be obliged to give taxation-related information to the Platform during the registration procedure (e.g.: to inform the Platform if the INFLUENCER estimates to receive for the year when payments are to be made to the INFLUENCER a net cumulative income equal to at least 12 gross minimum wages per country). The INFLUENCER shall provide Platform with all the necessary information so that the Platform can determine the treatment in terms of compulsory social security contributions to be withheld at source by the Platform, in accordance with the law. The Platform will not withhold social security contributions if the INFLUENCER benefits from exemption under the applicable tax legislation. In this regard, the INFLUENCER shall declare on his/her own responsibility if he/she falls into one of the categories of persons exempted from the obligation to pay social security and health insurance contributions, mentioning the category in which he/she falls.
If the INFLUENCER fails to provide the Platform with the above-mentioned information, the Platform shall not be liable for any subsequent payments to the state budgets, except for those which, by the effect of the law at the Effective Date, are its exclusive responsibility. In this regard, the INFLUENCER guarantees to compensate the Platform for any amounts that may be established in its responsibility as a result of the communication of incorrect or incomplete information by the INFLUENCER.
If any amounts invoiced pursuant this Agreement may be subject to Romanian withholding tax on revenues earned by non-residents the Platform shall retain the amounts due as withholding tax to the Romanian state from the amounts invoiced and/or to be paid and shall provide the INFLUENCER with a certificate for the Romanian tax withheld. The Romanian withholding tax may be reduced or eliminated pursuant to the application of the provisions of the Double Taxation Treaty between Romania and the residence country of the INFLUENCER (“Double Taxation Treaty”). In order to be able to benefit from the favorable provisions of the Double Taxation Treaty, the INFLUENCER shall supply the Platform with a tax residence certificate issued by the tax authorities of the residence country of the INFLUENCER, valid for the year when payments are made to the INFLUENCER.
8. GRANT OF RIGHTS AND INTELLECTUAL PROPERTY

Ownership of the App. The App is owned and operated by the Platform. Any and all content contained in or made available through the App are proprietary to the Platform. None of the exploitation rights recognized by the current legislation on intellectual property on the same may be understood to have been transferred to the INFLUENCER or any other person.

Platform Marks. Trademarks, trade names, service marks, logos or distinctive signs of the Platform and/or App (“Platform Marks”) are owned by the Platform or third parties, and access and use of the App may not be construed as attributing any right over them.

Ownership of the INFLUENCER Content. For any services and INFLUENCER Content which INFLUENCER is providing under this Agreement, INFLUENCER gives Platform and/or Brand the exclusive, irrevocable, sublicensable, worldwide right and permission to use the INFLUENCER Content in whole or in part, or other video, photo, written or verbal content INFLUENCER shares or provides within the App and/or during and/or in respect of a Campaign in any manner, in whole or in part, and for any purpose in any and all media, including and without limitation, on the Platform owned or controlled websites and platforms, social media platform accounts, any advertising materials, publications, marketing materials, and/or presentations, and in any and all other media, in perpetuity. Any statements, posts and/or feedback that INFLUENCER provides may be paraphrased, amplified, shortened and/or put into conversational form. INFLUENCER acknowledges that participation in the Campaign includes consent and all permissions and licenses required for the Platform to use INFLUENCER Content and include INFLUENCER’S name/likeness/social media handle or channel/blog name and any other INFLUENCER attributes in any manner that Platform determine supports the purposes of this Agreement, including use in any media that accepts advertising or promotional content or communications (such as, but not limited to, digital, print, television or radio), in connection with the products and services relating to Brand(s) and/or the Campaign.

The Platform reserves the right to remove any INFLUENCER, to remove or correct/modify any content uploaded to the App by INFLUENCER at its sole discretion. The Platform may, at its discretion, remove or ask the INFLUENCER to remove any content, including INFLUENCER Content that may violate the rights of third parties, including but not limited to copyright violations, defamation, privacy violations, content with a detrimental effect on public interest or morals, and violations of any applicable laws, from the Approved Social Media Platform Account and/or any other websites, blogs, social media account(s), etc. held and/or operated by the INFLUENCER.

9. REPRESENTATIONS AND WARRANTIES

INFLUENCER represents and warrants that (i) INFLUENCER has the right to assign INFLUENCER Content to the Platform and/or Brand as set forth in this Agreement; (ii) INFLUENCER Content will be original and will not infringe upon any copyright, patent, trademark, right of publicity or privacy, or any other proprietary or other right of any person, whether contractual, statutory or common law; (iii) the services rendered by INFLUENCER shall be promptly rendered with due care and shall be of first rate quality; (iv) INFLUENCER will not commit any act which brings Platform or Brand into public disrepute, contempt, scandal, or ridicule, or which insults or offends the general community to which Platform’s or Brand’s advertising materials are directed, or which might tend to harm Platform or any of Platform’s or Brand’s products or services including, without limitation, disparaging Platform, Brand(s), their products or services, or their competitors; (v) INFLUENCER’S statements, posts and feedback are true and accurately reflect INFLUENCER’S honest opinion and experience with the Platform, Brand(s), and their competitors’ products and/or services to the extent applicable, (vi) INFLUENCER agrees that time is of the essence in connection with this Agreement and all deadlines provided by the Platform, (vii) INFLUENCER has and will provide accurate, current, and complete information as sought by the Platform over the App, including, without limitation, in connection with INFLUENCER’s contact information, information relating to the INFLUENCER’S Approved Social Media Platform Account(s) and presence, and payment information and (viii) INFLUENCER will comply with all applicable laws, regulations, administrative guidelines, orders and ordinances, in rendering the services herein.

10. TERMINATION OF THIS AGREEMENT

Either Party may terminate this Agreement immediately on formal written notice and without liability to the other Party if the other Party:
- commits a material breach of this Agreement, in the case of a breach capable of remedy, fails to remedy such breach within [14] calendar days after receiving formal written notice to do so;
- commits a series of breaches of this Agreement that when taken together amount to a material breach;
- is subject to Force Majeure Event which lasts for a period in excess of 90 consecutive calendar days.

The Platform may terminate this Agreement for convenience without liability to INFLUENCER on not less than [30] days’ formal written notice.

The INFLUENCER may terminate this Agreement anytime by ceasing to use the App or by sending a [30] days’ formal written notice to the Platform, but in any case no earlier than the last date of each Campaign in which he or she participated.

The Platform or Brand may terminate any Campaign for convenience (in whole or in part) without liability to INFLUENCER with immediate effect on formal written notice to INFLUENCER and without being obliged to pay any damages to the INFLUENCER. Following a termination of a Campaign under this clause, the INFLUENCER shall, if so requested by the Platform/Brand, and in compliance with the terms of the relevant Campaign, discontinue to provide the INFLUENCER Content within the Approved Social Media Platform Account or to delete it, in whole or in part, from the Approved Social Media Platform Account. This actions will be provided at no extra charge.

Where the Platform terminates a Campaign pursuant to a material breach of the INFLUENCER, the INFLUENCER shall: (a) refund any monies paid pursuant to such Campaign (subject to a reasonable deduction for services already provided by the INFLUENCER which have been a material benefit to the Platform and/or the Brand); and (b) pay to the Platform and/or to the Brand(s) an amount equivalent to any losses suffered by the Platform and/or Brand(s).

If this Agreement terminates and either Party has any unfulfilled obligations under any Campaigns, then (except where the Campaign has been terminated in addition to the termination of the Agreement) the Parties shall perform those obligations on the terms of this Agreement and the applicable Campaign.

Termination of this Agreement will not affect any accrued rights or liabilities of either Party nor the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.

11. CONFIDENTIALITY

Obligation to maintain Confidentiality. The Party to which information is disclosed (the “Receiving Party”) by the other Party (the “Disclosing Party”) undertake to hold Confidential Information in confidence and only use it for the provision of the obligations assumed under this Agreement and within the scope of this Agreement and shall neither disclose, disseminate nor publish it, either directly or through third parties or companies; and shall prevent the unauthorised use, dissemination or publication of Confidential Information by using the same degree of care it uses to protect its own information of similar confidential nature, but in any event no less than a reasonable degree of care. The Receiving Party shall notify the Disclosing Party in writing of any actual or suspected misuse, loss or unauthorized disclosure of Confidential Information which may come to the Receiving Party's attention.

Disclosure to employees and third parties. The Platform may pass on Confidential Information to third parties (such as consultants, students, subcontractors, freelancers and any other natural or legal person working for the Receiving Party) exclusively on a need-to-know basis.

Return, destruction of Confidential information; Copies. INFLUENCER shall not make copies or reproductions of the Confidential Information except to the extent reasonably necessary for the provision of the obligations assumed under this Agreement. Immediately upon termination of this Agreement, the INFLUENCER shall, upon request by the Platform, return all Confidential Information or verifiably destroy any copies made of, or its own documentation related to, Confidential Information, except, retention of a single archival copy of the Confidential Information, solely for the purpose of evidence when there is a legal obligation to do so.

Non-Confidential Information. Information shall not or no longer qualify as Confidential Information from the point in time that such information: a) is or becomes publicly available without breach of this Agreement (including disclosure by the Disclosing Party to a Third Party without a duty of confidentiality); b) was already rightfully in the Receiving Party‘s possession prior to receipt from the Disclosing Party; c) is received by the Receiving Party from a Third Party rightfully and without a duty of confidentiality; (d) is independently developed or ascertained by the Receiving Party without access to the Confidential Information; (e) is required to be disclosed by the Receiving Party pursuant to any order of a competent court or an administrative or governmental agency, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such order and an opportunity to contest the need for such disclosure, or seek an appropriate protective order.

Duration of Confidentiality. The confidentiality obligations established in this clause shall have an indefinite duration, remaining in force after the termination, for any reason, of the relationship between the Parties.

12. PROTECTION OF PERSONAL DATA

Data Processing: It is anticipated that, through the services provided by the Platform under this Agreement, the Platform will provide Brand(s) with access to information relating to INFLUENCERS (“Influencer Data”). Influencer Data may be regulated by the General Data Protection Regulation (EU) 2016/679 (“European Data Protection Laws”). Brand’s access to Influencer Data is subject to Brand’s compliance with this Agreement. To the extent such Influencer Data is regulated by European Data Protection Laws, each party acknowledges and agrees that each party is a separate and independent controller of such Influencer Data and that each such party shall have independent rights to determine the purposes and means of processing of such Influencer Data. For the avoidance of doubt, each party acknowledges and agrees that each party is a separate and independent controller with respect to such Influencer Data and that this Agreement does not create a co- or joint controller relationship (as described in European Data Protection Laws) between the parties. Each party shall (i) comply with all applicable laws relating to the Influencer Data, including without limitation the European Data Protection Laws and (ii) provide commercially reasonable assistance to the other party in the other party’s compliance with such other party’s obligations under applicable laws relating to the Influencer Data, including without limitation the European Data Protection Laws. Without limitation of the foregoing, Brand(s) shall ensure that it has provided all legally required notices and obtained all consents required by applicable law, including the European Data Protection Laws, to enable Brand’s lawful processing of the Influencer Data.

Transfer of Influencer Data. Personal data may be disclosed to the following categories of recipients: public authorities (ANAF etc.) or other entities providing a public service, processors that provide services and process data on behalf of the Platform, contractual partners of the Platform; companies in the group. Influencer Data will not be stored outside the EU/EEA. Considering that the rights of the Platform derived from this Agreement extend to all territories of the world, the INFLUENCER understands that a transfer of personal data outside the EU/EEA may occur with regard to these categories of Influencer Data.
With respect to Influencer Data that is regulated by the European Data Protection Laws and where required for the transfer of Influencer Data by the Platform to Brand(s) located outside the EU/EEA, the Platform and the Brand(s) shall enter into the Standard Contractual Clauses for the Transfer of Personal Data as set out in European Commission Decision 2021/914/EC (“EU C2C Clauses”).

To comply with the requirements set out in the judgement of the European Court of Justice in case C-311/18 (Schrems II) and any applicable guidance issued by the data protection regulator(s), the Platform may, prior to making a transfer of Influencer Data to Brand(s), carry out an appropriate transfer risk assessment, and if such assessment concludes that additional measures are needed to provide the required level of protection for the personal data being transferred, the parties agree to include such measures in addition to the safeguards in the applicable EU C2C Clauses.

Additional Measures. To the extent to which personal data regarding other persons than the INFLUENCER are provided by the INFLUECER in connection with or in the frame of the performance of this Agreement, the INFLUENCER undertakes to obtain the prior consent of such persons with regard to the processing of the said data by the Platform.

Personal Data is stored by the Platform for the purpose of processing for the period of copyright protection applicable to the intellectual property rights of which the Platform benefits pursuant to this Agreement, as such period is regulated by Law no. 8/1996 on copyright and related rights.

Influencer Data shall be processed under secure conditions, in compliance with the relevant legal provisions, and are intended or use by the Platform according to the declared purposes.

In the context of the processing activities, the INFLUENCER will not resort to automatic decision-making or profiling.

INFLUENCER’s Rights. The Parties understand that as regards the processing of Influencer Data, the INFLUENCER enjoys the following rights:
(a) the right to information, namely the right to receive details of the Influencer Data processing activities performed by the Platform;
(b) the right of access to Influencer Data, namely the right to obtain confirmation from the Platform regarding the processing of Influencer Data, as well as details of the processing activities;
(c) the right to rectification, namely the right to obtain data rectification of inaccurate Influencer Data by the Platform, as well as the completion of incomplete data;
(d) the right to delete the Influencer Data ("the right to be forgotten"), to the extent that the conditions provided by the law are met;
(e) the right to restrict processing of Influencer Data, to the extent that the conditions laid down by law are met;
(f) the right to data portability, respectively (i) the right to receive Influencer Data in a structured, commonly used and machine-readable format, and (ii) the right to have the Influencer Data transmitted by the Platform to another controller, provided that the requirements laid down by the law are met;
(g) the right to opposition, namely the right to oppose, for good reasons, future processing of Influencer Data;
(h) the right not to be subject to an automatic individual decision, namely the right not to be the subject of a decision taken solely on the basis of automatic processing activities; and
(i) the right to address to a national supervisory authority for personal data processing or to the competent courts, to the extent he/she deems necessary.

For more details regarding processing and protection of Influencer Data by the Platform, the INFLUENCER may consult the Privacy Policy available at www.unifysocial.media/privacy

13. LIMITATION OF LIABILITY

Disclaimer. The INFLUENCER undertake, warrant or represent that the use of the App and the Services is entirely at INFLUENCER’s own risk. The App and Services and their content are provided "as is" and "as available" without express or implied warranty or condition of any kind. The Platform makes no representations or warranties about the suitability, reliability, availability, timeliness, security, freedom from error or accuracy of the App and/or Services or its content. Further, to the extent permitted by law, no warranties (express or implied), including warranties of merchantability, fitness for a particular purpose, title or non-infringement, are made. The Platform does not guarantee that the availability of the App and/or Services will be continuous and uninterrupted, as the App and/or Services may suffer difficulties due to circumstances caused by problems in the Internet network, breakdowns in computer devices, mobile devices and other unforeseeable circumstances. INFLUENCER agrees to bear within reasonable limits such circumstances, and therefore expressly waives to Platform any contractual or extra-contractual liability for possible failures, errors and use of the App and/or contracted Services.

The Platform assume no responsibility for the results obtained by a certain Campaign in which the INFLUENCER. All the information published, contained in, or made available through the App, are proprietary to the Platform. In connection with Campaigns, the Platform merely provides with the App to help INFLUENCER to connect with a Campaign. The Platform makes no representation or warranties, and disclaims all liability for, with respect to any Campaign or any information given to the INFLUENCER by the Brand(s), when performed via the App.

Indemnity. Subject to the section above, each Party (“Indemnifying Party”) shall defend against suits, claims and demands and shall indemnify and hold harmless the other Party, its licensees, licensors, their officers, directors, employees, consultants, contractors, sublicensees and agents (“Indemnified Party”) against and from any and all losses, liabilities, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees), arising or resulting from Indemnifying Party's breach of this Agreement or of any applicable Law.

Indirect Damages. To the extent permitted by law, neither the Platform nor any of the Platform’s related Parties shall be liable for (i) any direct, punitive, special, indirect or consequential loss or damages, any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, or loss of claim that are directly or indirectly related to (A) the Services, (B) the INFLUENCER Content (C) the App; (ii) any inaccuracy relating to the (descriptive) information (including rates, availability and ratings) of the Brand(s) as made available on the App; (iii) the pieces of INFLUENCER Content or any other content created by the INFLUENCER; (iv) any (direct, indirect, consequential or punitive) damages, losses or costs suffered, incurred or paid by the INFLUENCER, pursuant to, arising out of or in connection with the use, inability to use, delay in the operation of, or any malfunction to the App or the Services, or any errors or omissions in the App operation; (v) any (personal) injury, death, property damage, or other (direct, indirect, special, consequential or punitive) damages, losses or costs suffered, incurred or paid by the INFLUENCER, whether due to (legal) acts, errors, breaches, (gross) negligence, willful misconduct, omissions, non-performance, misrepresentations, tort or strict liability by or (wholly or partly) attributable to the (A) Services (B) INFLUENCER Content (C) or any of the Platform’s business partners (including any of their employees, directors, officers, agents, representatives or affiliated companies) whose products or service are (directly or indirectly) made available, offered or promoted on or through the App, including any (partial) cancelation, overbooking, force majeure or any other event beyond our control; (vi) any damage to any INFLUENCER's computer, mobile device, or other equipment etc. In no event shall the Platform and/or the Platform’s Related Parties total liability to you for all damages, losses or causes or actions exceed one hundred EUR (100 EUR).

14. COMPLIANCE WITH APPLICABLE LAW

INFLUENCER agrees to respect and observe any intellectual property, privacy rights, or other rights of any person or entity; and/or comply with any and all applicable law to their activity (specially, applicable law to marketing activities). For the avoidance of any doubt, when blogging or posted within a Campaign about Brand or Brand’s products or services, the INFLUENCER is solely responsible for complying with the applicable regulations, laws and guidelines and agree to clearly disclose the “material connections” with the Brand, (i.e. the fact that the INFLUENCER’s post is “sponsored by Brand” or the Platform or is an “advertisement”) and include any hashtags requested by the Platform or Brand (such as #paidpartnership, #ad or #sponsored). “Material connections” may be defined as any connection between the INFLUENCER and a marketer that could affect the credibility consumers give to the INFLUENCER’s statements. Important examples of “material connections” include consideration (i.e., benefits or incentives such as monetary compensation, loaner products, free products or services, in-kind gifts, or special access privileges) provided by a marketer to the INFLUENCER. Note that while the Platform and/or Brand may provide recommendations and options for disclosures, neither the Platform nor Brand will be responsible for any failure by the INFLUENCER to comply with the local laws or any failure by the INFLUENCER to obtain all third party clearances and permissions with respect to content INFLUENCER post. All damages and costs arising out of or in connection with the failure by any INFLUENCER to meet this criterion shall be borne solely by the INFLUENCER.

15. NOTIFICATIONS

All communication between the Parties shall be carried out through the App or, if applicable, by e-mail or regular mail to the contact addresses indicated by the Parties or by any means of which there is evidence of receipt to the persons and addresses indicated.

16. ASSIGNMENT, SUBCONTRACTING AND NOVATION

INFLUENCER shall not under any circumstances assign, novate, subcontract or otherwise transfer any of its rights or obligations under this Agreement without Platform’s prior written consent, which may be withheld at Platform’s absolute discretion.

Platform may assign, novate, subcontract, or otherwise transfer any of its rights or obligations in this Agreement to any third party at its absolute discretion.

17. FORCE MAJEURE

Neither Party will be responsible for failure to fulfil any obligation for so long as, and to the extent to which, the fulfilment of such obligation is impeded by a Force Majeure Event, provided that the Party subject to the Force Majeure Event: (a) has promptly notified the other Party of any circumstances which may result in failure to perform its obligations; (b) could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event occurred, it ought reasonably to have taken, but did not; and (c) uses all reasonable endeavours to minimise the adverse consequences that any failure in performance of its obligations might have, and to return the performance of such obligations to normal as soon as possible.

18. MISCELLANEOUS

Severability. If any provision of this Agreement is declared, totally or partially, null or ineffective, such nullity or ineffectiveness shall only affect such provision or the part thereof that is null or ineffective, this Agreement shall remain in force in all other respects and such provision shall be deemed totally or partially as not included.

Non-Waiver. The fact that the Platform does not require the INFLUENCER to comply with one of the conditions of this Agreement that it has contravened shall not constitute a waiver in the future of the application of that clause, compliance with which may be required at any time.

Entire Agreement. The provisions of this Agreement, together with the Terms and Conditions will represent the entire agreement between the INFLUENCER and the Platform and cannot be overridden by terms contained in any later received document, unless the additional terms are accepted in writing by both Parties or is differently stated in the Terms and Conditions.

Acceptance of the present Agreement. The INFLUENCER acknowledges having read, understood and agreed with the provisions of this Agreement, and therefore affirms that they are sufficient to exclude the error in the consent to this contract and, therefore, accepts them fully and expressly.

Relationship of Parties. The INFLUENCER is an independent contractor and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Influencer and the Platform. The INFLUENCER will have no authority to make or accept any offers or representations on the Platform's behalf.

Time Limitation on Claims. INFLUENCER agree that, to the extent permissible by law, any claim that may have arising out of or in connection with INFLUENCER’s relationship with the Platform, must be filed within one year after such claim arose. Following the one-year period, INFLUENCER’s claim becomes permanently barred.

19. LANGUAGE VERSION; APPLICABLE LAW AND JURISDICTION

Language Version. This Agreement may be available to the INFLUENCER in several languages. However, in case of doubt or contradiction between the different versions, the Romanian version published on the App shall always prevail.

Applicable Law. This Agreement will be governed by and construed in accordance with the laws of Romania, without regard to any choice of law or conflict of law provisions that would require the application of the laws of any other jurisdictions.

Jurisdiction. If any dispute arises regarding the interpretation or application of these contractual conditions, the parties will negotiate in good faith to try to resolve such discrepancy or claim. However, in the event that the dispute or claim is not resolved, the Parties agree that each Party can submit any dispute, controversy or claim arising under or in relation to this Agreement to the courts of Bucharest, Romania. Where this Agreement is translated into a language other than Romanian the Parties acknowledge that in the event of any conflict between the Romanian language version of this Agreement and any translation thereof the Romanian language version shall prevail.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of electronic acceptance of the Terms and Conditions.