UNIFY SOCIAL TERMS AND CONDITIONS

THESE TERMS AND CONDITIONS (THE "TERMS"), AS MAY BE AMENDED FROM TIME TO TIME, CONSTITUTE AN AGREEMENT BETWEEN UNIFY SOCIAL AND THE INFLUENCER. BY REGISTERING TO, ACCESSING OR USING THE APP, OR BY USING UNIFY SOCIAL SERVICES THROUGH THE APP, YOU ACKNOWLEDGE AND AGREE TO HAVE READ, UNDERSTOOD AND AGREED TO THE TERMS SET OUT BELOW (INCLUDINGALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE). PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU DO NOT WISH TO BE BOUND BY THIS TERMS, DO NOT INDICATE YOUR ACCEPTANCE, AND DO NOT REGISTER IN, USE OR INSTALL THE APP..

UNIFY SOCIAL S.R.L. (hereinafter referred to as “UNIFY SOCIAL”, We", "Us" or "Our") 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 Banca Transilvania Branch operates each website, platform and/or app that links to these Terms and Conditions to provide online access to information about UNIFY SOCIAL and the products, services, and opportunities we provide. Use of the App is governed by our these Terms and Conditions and by our Copyright Assignment Agreement, available at https://unifysocial.media/TermsOfService and http://unifysocial.media/Influencer-agreement (“Copyright Assignment Agreement”). 

Through the App UNIFY SOCIAL provides an online platform through which UNIFY SOCIAL, acting in its own name and/or in its name and on behalf of its clients, can contract content creators to create personalized content at UNIFY SOCIAL request and/or to post a required content onto the INFLUENCER'S social media profiles. The App is the interface for registered INFLUENCERS to receive invitations from UNIFY SOCIAL and to potentially participate in the Campaigns.

By accepting a invitation to participate in a Campaign through the App, the INFLUENCER undertakes and agrees that he/she shall enter into a direct (legally binding) contractual relationship with UNIFY SOCIAL which contract the INFLUENCER with regards to the relevant INFLUENCER Content. The provisions of the Copyright Assignment Agreement shall be applicable of each participation of an INFLUENCER into a Campaign.

DEFINITIONS

The following expressions shall have the following meanings:

“App” - refers to the technological platform “Unify Social” (also known as “Unify Social App” or “Unify Social Web App”) that is hosted at www.unifysocial.media or at any other website and is operated by UNIFY SOCIAL. The App can be accessed from an Approved Device connected to the internet and, for the mobile devices, can be downloaded from Apple App Store, Google Play and/or the address app.unifysocial.media.

“Approved Device” refers to any one of personal computer (including laptop devices) and/or mobile device (e.g.: mobile phone, tablet or any other portable devices) that supports the format and satisfies the technical requirements of the App.

“Brand” - refers to the companies or organizations that are associated with the Campaigns that are available through the App.

“INFLUENCER” refers to a person who (i) has the ability to create content to be published in a Social Media Platform, (ii) has certain popularity in the market that builds and maintains an engaged community of followers who look up to them for recommendations and opinions on one or multiple social platforms and (iii) who creates an account in our App and meet all the requirements indicated in this Terms. For sake of clarity, within the scope of this Terms, a person which meet the requirements herein mentioned is a person who held an Instagram account that is public and engaged a community of with at least 50 followers and also held at least one additional public account opened with a Social Media Platform which engage a community of at least 500 followers on such account. 

“INFLUENCER Content” refers to the any and all content created by the INFLUENCER during a and/or within the scope of a Campaign. Also, within the scope of this Agreement, INFLUECER Content shall include also any and all actions and/or creations executed by the INFLUENCER, including any participation by the INFLUENCER, of any nature, within any limits and in any form (including, without being limited to, the use of the INFLUENCER's name, likeness, voice, photographs, images, audio or audio/video recordings, interviews, performances, compositions, etc.), as well as any other action and/or execution in any manner of any work, including any work associated with the Campaigns, if any such element is protected by copyright and ancillary rights in accordance with the provisions of Law no. 8/1996.

“Social Media Platform” refers to a digital space where people can connect, share, and engage with one another online and/or any other communication channel(s) indicate by the Platform through the App; some of the most popular social media platforms include Facebook, Instagram, YouTube, TikTok, Twitter, Twitch, Reddit, BeReal and LinkedIn.

“Accepted Social Media Platform Account” - a Social Media Platform account owned and/or operated by the INFLUENCER and approved by UNIFY SOCIAL based on the conditions indicated in each Brief. 

“Campaign” refers to a specific marketing effort (creating content based on a Brief) that is made available to INFLUENCERS through the App by UNIFY SOCIAL. The Campaign is initiated by the UNIFY SOCIAL’s team on its behalf or on behalf of the Brand(s), and it provides the opportunity for INFLUENCERS to participate in it by creating and posting content on their Accepted Social Media Platform Account(s).

“Brief” - a set of instructions that outlines specific goals and objectives that the INFLUENCER must accomplish for the Campaign in which will participate and are drafted by the Platform’s team. 

“Registration” - is the process of creating an account on the App as described in this Terms.

“Date of Electronic Acceptance” - the date when the INFLUENCER’s registration is approved on the App by the UNIFY SOCIAL.

GENERAL CONDITIONS

We reserve the right to change these Terms from time to time at our sole discretion. Unless the change is necessitated by legal or administrative reasons, we will provide notice before the updated terms become effective. You agree that we may notify you of the updated terms by posting them on the App or by notifying you via email. Your use of the App after the effective date of the updated terms constitutes your agreement to the updated terms. The updated terms will be effective as of the date of posting or at such later date as may be specified in the updated terms.

UNIFY SOCIAL reserves the right to modify, suspend, or terminate the App, or your access to the App, for any reason, without notice, at any time, and without liability to you.

THE APP IS NOT FOR PERSONS UNDER THE AGE OF 16 OR FOR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE APP BY UNIFY SOCIAL. IF YOU ARE UNDER 16 YEARS OF AGE, YOU MUST NOT USE OR ACCESS THE APP AT ANY TIME OR IN ANY MANNER. Furthermore, by using the App, you affirm that either you are at least 16 years of age or have been authorized to use the App by your parent or guardian who is at least 16 years of age. You represent and warrant that you have the legal capacity or necessary authorization to enter into and agree to these Terms in your jurisdiction.

You are exclusively liable and responsible (i) for your actions and (ii) for any information expressed in written, graphic, or other tangible, perceptible form, including without limitation information, data, files, text, or any other information, applications, links, images, graphics, drawings, music, sounds, audio clips, video images, video clips, photos, data, text, usernames, profiles, and also (iii) for any other content you create, send, upload, submit, post or display to your Social Media Platform profiles/accounts, on or via the App, or send, upload, submit, post or display in relation to the use of the App and/or in relation to a Brand and/or Campaign.

The information that we disclose is based on the information provided to us by the INFLUENCERS. As such, the INFLUENCERS are given access to the App through which the relevant INFLUENCERS is fully responsible for updating all relevant data, availability and other information which is displayed on our INFLUENCERS. Each INFLUENCER remains responsible at all times for the accuracy, completeness and correctness of the (descriptive) information (including his or her rates and availability for participating in the Campaign) displayed on the App. Our App does not constitute and should not be regarded as a recommendation or endorsement of the quality, service level and/or qualifications of any registered INFLUENCER.

Notwithstanding any exclusivity granted to UNIFY SOCIAL and/or Brand(s) by INFLUENCERS during a Campaign and in relation to INFLUENCER Content, the INFLUENCER hereby grant to UNIFY SOCIAL a non-exclusive, transferable, sub-licensable, fully paid, royalty free, worldwide license to use the INFLUECENCER Content, subject to the provisions of the Copyright Assignment Agreement.

UNIFY SOCIAL cannot be held responsible for any errors, any interruptions (whether due to any (temporary and/or partial) breakdown, repair, upgrade or maintenance of the App or otherwise), or any inaccurate, misleading or untrue information or non-delivery of information.

You represent and warrant that you own the INFLUENCER Content posted by you in relation to using the App and./or participating in a Campaign, or otherwise have the right to grant the rights and licenses set forth in these Terms.

You represent and warrant that the posting or use of the INFLUENCER Content does not violate or infringe on the rights of any third party including, without limitation, copyrights, privacy rights, trademarks or other intellectual property rights.

You are solely responsible for your interaction with other users of the Social Media Platform(s) used to post/distribute the INFLUENCER Content. You agree that UNIFY SOCIAL and/or Brand(s) is not responsible for the conduct and behavior of such users of the Social Media Platform(s). 

You are responsible for any activity that occurs through your Social Media Platform(s) account or through your account opened in our App and you are responsible for keeping your password secret and secure.

You are not allowed to re-sell, deep-link, use, copy, monitor (e.g. spider, scrape), display, download or reproduce any content or information, software, products or services available on Our App for any commercial or competitive activity or purpose.

You shall not post INFLUENCER Content that is violent or incites violence or contains graphic or gratuitous violence, nude, partially nude, discriminatory, unlawful, infringing, hateful, threatening, obscene, pornographic or sexually suggestive photos or other content that infringes or violates someone else's rights or otherwise violates the law via your Social Media Platform(s) account(s) or our App.

You will not insult, offend, abuse, harass, impersonate, intimidate, defame, bully, threaten or terrorize people or entities with or without legal personality.

You will not use the App for any unlawful, illegal, criminal, illegitimate or unauthorized purpose. You hereby undertake to comply with any and all legal regulations and laws applicable to your use of our App or to your participation in a Campaign.

You will not interfere or disrupt the App or servers or networks connected to the App, including by transmitting or uploading any worms, viruses, spyware, malware, malicious code or any other code of a destructive or disruptive nature. You will not inject content or code or otherwise alter or interfere with the way in which any App page/section is rendered or displayed in an INFLUENCER's browser or on their Approved Device(s).

You will not create accounts in the App, via unauthorized means, for example by using an automated device, script, bot, spider, robot, crawler or scraper, without our prior written authorization of UNIFY SOCIAL.

You will not try to limit in any ways other users' rights to access or use the App and you will not try to aid or inspire anyone to violate the Terms or any other App terms or guidelines as updated from time to time.

VIOLATION OF THESE TERMS MAY, IN UNIFY SOCIAL'S SOLE DISCRETION, RESULT IN THE TERMINATION OF YOUR ACCOUNT. YOU UNDERSTAND AND AGREE THAT UNIFY SOCIAL CANNOT AND WILL NOT BE RESPONSIBLE FOR THE INFLUENCER CONTENT POSTED ON OR VIA THE APP AND/OR VIA YOUR SOCIAL MEDIA PLATFORM ACCOUNT AND THAT YOU USE THE APP AND UNIFY SOCIAL SERVICES AT YOUR OWN RISK AND OF YOUR OWN WILL. IF WE ARE MADE AWARE AND/OR BELIEVE THAT YOU VIOLATE THESE TERMS, OR OTHERWISE CREATE RISK OR POSSIBLE LEGAL EXPOSURE FOR UNIFY SOCIAL OR ANY THIRD PARTY, WE MAY REMOVE ANY CONTENT YOU POST, UPLOAD OR SUBMIT (INCLUDING THE ONES PUBLISHED ON ANY OF YOUR SOCIAL MEDIA PLATFORM ACCOUNT), OR WE RESERVE THE RIGHT TO STOP PROVIDING ALL OR PART OF THE SERVICES TO YOU.

ACCOUNT REGISTRATION AND FURTHER CORRESPONDENCE

In order to be able to use the App, an account registration process must be completed by you, and an account shall be established in your name ("Account"), as described below.

Before you register in the App as an INFLUENCER, you will be required access Our website at a www.unifysocial.media or to install and access the App on any Approved Device. Furthermore, you need to sign in by logging into Our registration procedure by creating a username and a password via our webiste/App and by submitting to Us all the information requested in the registration form and in the account details. Upon the provision of the information via the form We will review your application (e.g.: your submission is evaluated by our team - number of followers & quality scores, etc.) and, at our own discretion, we can accept or deny your registration request. If approved, the Influencer shall begin using the App and getting potential campaigns offers (Briefs) according to its interests and details, and may provide you with additional features as further described in this Terms.

The INFLUENCER will have specific guidelines per Campaign that it must adhere to in order to be compliant. We must also approve all the INFLUENCER'S work before they can post. Once the work is delivered to our satisfaction - the INFLUENCER will be compensated according to the dedicated brief it received.

You represent that you are entitled to disclose your information to UNIFY SOCIAL and/or to grant UNIFY SOCIAL access to your information provided in the form (including, but not limited to, for the purposes described herein), without obligating UNIFY SOCIAL to pay any fees or making UNIFY SOCIAL subject to any usage limitations imposed by a third-party, including third-party service providers. 

Your Account will be created for your use of the App only based upon the personal information you provide to Us as described above. You may have only one (1) active Account on the App. You are solely responsible for all use that you make of the App and for all INFLUENCER Content and any other content created through Your Account. You shall ensure the security of Your Account and will notify UNIFY SOCIAL immediately if your Account is compromised.

UNIFY SOCIAL can change at their discretion the usernames, the profile pictures or any other data on the profile of the INFLUENCERS if it is deemed necessary, false, offensive, impersonates another party of if such username, profile picture or data is subject to a registered trademark of any third party.

By accepting an invitation to a Campaign, you, agree to receive (i) an email which we send you shortly after the confirmation of your participation in the Campaign, giving you information on the Brief and/or the Campaign, and (ii) an message within the chat of the App which we send to you promptly after the completion of the Campaign once UNIFY SOCIAL or the Brand has reviewed and accepted the completion of the Campaign and/or the provision of the INFLUENCER Content. Other than the above, UNIFY SOCIAL will provide information via the chat pf the App or email correspondence to you about any significant changes affecting the nature or conditions of Our App or the course of a relevant Campaign. Please note that this correspondence forms a fundamental part of Our business model. If you do not agree with it, you will not be able to use the App.

NON-CIRCUMVENTION

INFLUENCER shall honor the business and clients of UNIFY SOCIAL. In circumstances upon which INFLUENCERS and Brands are first introduced to each other by UNIFY SOCIAL, INFLUENCERS may not attempt to contact any Brand directly, or vice versa, in order to engage in any activity that might adversely affect UNIFY SOCIAL's business, while INFLUENCERS and Brands shall not attempt to negotiate terms directly with each other.

Failure by any INFLUENCER to meet the above criteria shall result in the INFLUENCER in question having an obligation to pay a penalty and/or the temporary or permanent suspension or termination of access to the App imposed upon them.

The amount of the penalty for INFLUENCER for breach of the non-circumvention provisions shall amount to 100% of the Campaign budget of the Brand concerned with the default. UNIFY SOCIAL is entitled to set off its claim for a penalty against any outstanding and/or future claim of the Users.

FINANCIAL TERMS

Our App is made available for commercial use only free of commission for INFLUENCERS. If an invitation is initiated for you via the App, you will be required to either confirm or reject the invitation. In case you will accept the invitation received from UNIFY SOCIAL to participate in a Campaign you will be entitled to receive a INFLUENCER Compensation pursuant the provisions of the Copyright Assignment Agreement. For sake of clarity, INFLUENCER undertakes and agrees that in case there are additional conditions detailed into the Campaign in order to receive the INFLUENCER Compensation, the INFLUENCER shall be obliged to accept those too before accepting a Campaign. Furthermore, UNITY SOCIAL informs the INFLUENCER that, in case these additional conditions are not accepted by the INFLUENCER, but the INFLUENCER fulfills the invitation and makes the required INFLUENCER Content, the Parties shall consider these additional conditions accepted and, in the event that these additional conditions are breached by the INFLUENCER, the INFLUENCER shall be responsible for said breach.

LICENSE & USE RESTRICTIONS

Subject to your compliance with these Terms, we hereby grant you a limited, personal, non-transferable, non-sublicensable, license to use the App on Approved Devices that are under your control, provided that you will fully comply with the provisions of these Terms.

We reserve the right at our sole discretion to suspend, remove, or disable your access to the App at any time and without notice. In no event, will we be liable for the suspension, removal of, or disabling of your access to the App or to any feature available therein.

TERMINATION

We may at any time, with or without notice, terminate the Terms or block or disable your access or use of the App if:

• We believe that you have breached any provision of the Terms (or have acted in a manner that shows that you do not intend to, or are unable to comply with the provisions of the Terms).
• We are required to do so by law (for example, where the provision of the App to you is, or becomes, unlawful).
• The provision of the App or any of Our services to you by Us is, in our opinion, no longer commercially viable.
• We believe that your use of the Term may infringe or violate the rights of a third party or of the UNIFY SOCIAL.

All of the provisions of this Agreement which, by their nature, are intended to survive termination hereof (including, without limitation, all provisions relating to indemnification, disclaimer of warranties, indemnification, intellectual property rights, limitation of liability, applicable law, jurisdiction and venue, class actions and general matters), shall do so.

UNINSTALL

You can easily uninstall the App by following the steps described in the App’s menu/control panel.

COPYRIGHT

“Intellectual Property” – including any and all trade secrets, patents, copyrights, trademarks, service marks, URLs, trade dress, brand features, know-how, moral rights, contract rights, code (executable, source and other) and similar rights of any type under the laws of any applicable governmental authority, or international treaty, including, without limitation, all applications and registrations relating to any of the foregoing. Intellectual Property shall mean all intellectual property whether registered or not and whether reduced into practice or not.

All content on the product, including text documents graphics software, etc., as well as trademarks, logos, are solely licensed to UNIFY SOCIAL, which has the right to edit, delete, distort, modify or move user content from the App without notice for any reason at any time. Additionally, we have the right to refuse to transmit, email, post or distribute any content without notice for any reason at any time.

INDEMNIFICATION

You understand and agree that you are personally responsible for your behavior on the App. You agree to indemnify, defend and hold harmless UNIFY SOCIAL, its parent companies, subsidiaries, affiliated companies, joint ventures, business partners, licensors, employees, agents, and any third-party information providers from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your use, misuse, or inability to use the App or the INFLUENCER Content, or any violation by you of these Terms.

WARRANTIES AND LIMITATION OF LIABILITY

UNIFY SOCIAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, THE APP AND ALL CONTENT ON IT IS PROVIDED "AS-IS".

YOU UNDERSTAND AND AGREE THAT THE APP IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU EXPRESSLY AGREE THAT USE OF THE APP IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE UNDER THE APPLICABLE LAW, UNIFY SOCIAL DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE AND IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NEITHER UNIFY SOCIAL NOR ANY OF ITS LICENSORS, EMPLOYEES OR REPRESENTATIVES REPRESENT OR WARRANT (i) THAT THE APP, INCLUDING ITS CONTENT, WILL MEET YOUR REQUIREMENTS OR BE ACCURATE, COMPLETE, RELIABLE, OR ERROR-FREE; (ii) THAT THE APP WILL ALWAYS BE AVAILABLE OR WILL BE UNINTERRUPTED, ACCESSIBLE, TIMELY, OR SECURE; (iii) THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THE APP WILL BE FREE FROM VIRUSES, "WORMS," "TROJAN HORSES" OR OTHER HARMFUL PROPERTIES; (iv) THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF ANY REVIEW, RECOMMENDATION, OR OTHER MATERIAL PUBLISHED OR ACCESSIBLE ON OR THROUGH THE APP; (v) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND (vi) THAT THE APP IS NONINFRINGING. UNIFY SOCIAL AND ITS AFFILIATES HEREBY DISCLAIM, AND YOU HEREBY WAIVE AND RELEASE UNIFY SOCIAL AND ITS AFFILIATES FROM, ANY AND ALL OBLIGATIONS, LIABILITIES, RIGHTS, CLAIMS, OR REMEDIES IN TORT ARISING OUT OF OR IN CONNECTION WITH THIS TERMS OR THE APP, WHETHER OR NOT ARISING FROM THE NEGLIGENCE (ACTIVE, PASSIVE OR IMPUTED) OF UNIFY SOCIAL OR ANY OF ITS AFFILIATES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION.

PRIVACY

UNIFY SOCIAL respects your privacy. Please look at our Privacy Policy (https://unifysocial.media/privacy for further information.

MISCELLANEOUS

This Agreement shall be construed and enforced in accordance with the laws of Romania, without reference to its conflicts of law principles. The courts located in Bucharest, Romania, shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement and each party hereby expressly consents to the personal jurisdiction of such courts.

Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between you and UNIFY SOCIAL . Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between us and you pertaining to the subject matter hereof. We may assign our rights and obligations under these Terms and the Privacy Policy at our own discretion. You may not assign your rights and obligations hereunder without our prior written consent of UNIFY SOCIAL.

CHANGES TO THIS AGREEMENT

We may change any of the provisions contained in this Terms, including the Privacy Policy and other policies and guidelines governing the App, at any time in its sole discretion. CHANGES TO THIS TERMS WILL BE POSTED HERE WHEN THEY BECOME EFFECTIVE. YOU ARE RESPONSIBLE FOR REVIEWING THE NOTICE AND ANY APPLICABLE CHANGES. When we post changes to these Terms, we will revise the "last updated" date at the top of these Terms, as applicable. Accordingly, you should periodically check the "last updated" date at the top of the App so that you can familiarize yourself with any changes.

YOU AGREE THAT YOUR CONTINUED USE OF THE APP, FOLLOWING THE POSTING OF ANY CHANGES TO THESE TERMS AND AFTER THE CHANGES TAKE EFFECT WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IF YOU DO NOT AGREE TO FUTURE CHANGES TO THESE TERMS, STOP USING THE APP AND OUR SERVICES AFTER THE EFFECTIVE DATE OF SUCH CHANGES AND UNINSTALL THE APP.