TERMS OF SERVICE
Welcome to JoinBrands’ (“JoinBrands“, “we”, “us” and “our”) online website (including all content and functionality available through the https://joinbrands.com/ domain name, the “Site“). Through our Site, you (the terms “you”, “your”, and “yours” refers to any and all Users) are provided with access to our Platform and related data, content, documentation and information in connection with our Services, all subject to the terms of this Agreement.
PLEASE CAREFULLY READ THIS AGREEMENT BEFORE USING THE SITE AND/OR SERVICES. BY VISITING AND PROVIDING INFORMATION TO US THROUGH THE SITE AND/OR ALLOWING US TO USE YOUR INFORMATION TO REGISTER YOUR ACCOUNT THROUGH THE SERVICES, ACCESSING OR USING ANY PART OF THE SITE OR THE SERVICES, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY:
- THE TERMS AND CONDITIONS OF THIS AGREEMENT;
- IF APPLICABLE, THE CREATOR AGREEMENT AND/OR THE BRAND AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS OF THE JOIN BRANDS AGREEMENTS, YOU DO NOT HAVE OUR AUTHORIZATION TO USE ANY OF THE SERVICES AND YOU MAY NOT ACCESS OR USE ANY PORTION OF THE SITE.
We may modify this Agreement at any time, and such modification shall be effective immediately upon either posting of the modified Agreement or notifying you. You agree to review this Agreement periodically to ensure that you are aware of any modifications, and you agree that your continued access or use of the Site and/or Services shall be deemed your conclusive acceptance of the modified Agreement.
- “Accepted Brand” means the Brand that posts a Brand’s Request through the Platform which becomes an Accepted Request.
- “Accepted Request” means a Brands’ Request posted through the Platform that is accepted by a Creator and pursuant to which the Accepted Brand will pay Creator for Creator’s Content.
- “Account” means an account created by you through our Site in order to register for the use of our Services.
- “Affiliates” means JoinBrands’ officers, directors, employees, contractors, agents, information providers and suppliers.
- “Agreement” means this Terms of Services agreement.
- “Brand” means a Person that manufactures, creates or develops specific Product(s) under a particular name.
- “Brand Agreement” means the terms and conditions set forth in Section 3.4.1 of this Agreement as applicable to all Users who use the Services as a Brand Representative.
- “Brand Complaints” means a Brand’s inquiries, questions, concerns, complaints and/or comments regarding Creator’s Content.
- “Brand’s Marks” means a Brand’s trademarks, service marks, logos, name, branding, likeness and equivalent identifiers.
- “Brand Representative” means a User who represents a specific Brand.
- “Brands’ Request” means an offer and proposal posted through the Services by a Brand for specific Creator’s Content setting out the basis of what is required for each Project, including pricing and payment, type of content required, deadlines for such Project and the time period of such Project. Such offer and proposal may include Social Media Requests if required by a Brand.
- “Compensation” means any type of tangible or intangible payment due, including, but not limited to, monetary, royalty fee, service fee, commission, benefit, reward or recognition.
- “Content” means the entire contents displayed on the Site.
- “Creator” means a User that creates Creator Submitted Content and/or Creator’s Content for an Accepted Brand pursuant to an Accepted Request.
- “Creator Agreement” means the terms and conditions set forth in Section 3.4.2 of this Agreement as applicable to all Users who use the Services as a Creator.
- “Creator’s Complaints” means a Creator’s inquiries, questions, concerns, complaints and/or comments regarding a Brands’ Request and/or such Brand’s Product.
- “Creator’s Content” means any and all content created, designed or developed by a Creator in response to a Brand’s Request and/or an Accepted Request and includes, but is not limited to, all artwork, photographs, drawings, text, media files, Videos and Testimonials related to such Brand and which shall include the Creator’s Intellectual Property Rights specifically and expressly incorporated or included into such Creator’s Content.
- “Creator Submitted Content” means any information, photos, Videos, Testimonials, and other content, that a Creator uploads, publishes or displays through the Services or on the Site, but excluding any Creator’s Content purchased by a Brand pursuant to an Accepted Request and any Unpurchased Creator’s Content.
- “Damages” means any harm, damage (including, but not limited to damages to property, name or goodwill) or injury, including bodily injury, caused by a User to a Person or to the Company.
- “Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.
- “Intellectual Property Rights” means any and all present and future, patents, inventions, know-how, trade secrets and other confidential information, trademarks, service marks, logos, emblems, badges, mascots, insignia, identifying music and sounds, get-up, domain names, business names, trade names, moral rights, performance rights, registered designs, copyrights, database rights, design rights and other intellectual property rights of whatever nature, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world.
- “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.
- “Legal Action” means the bringing or filing of any claim, counterclaim, demand, action, suit, arbitration, inquiry, proceeding or investigation before any federal, state or foreign court or other tribunal, or any investigative or regulatory agency with respect to, as applicable, Brand Complaints, Creator Complaints or User Dispute.
- “Material” means any and all materials that you download from the Site including, but not limited to, any documentation, text, software, photos, video, graphics, and music, sound or other multimedia files that might accompany it.
- “Platform” means, collectively, our proprietary technology and software accessible through the Site.
- “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.
- “Post” or “posting” shall mean posting, uploading, publishing, sharing or displaying of content.
- “Product(s)” means an article, item or good (tangible or intangible), or substance that is manufactured, produced or refined for sale, use or consumption by a Brand or a service that is offered by a Brand.
- “Product Misuse” shall mean (a) the failure by Creator, as requested by a Brand, to pay for or return Products provided by such Brand; (b) intentional or negligent misuse of a Brand’s Product which results in damages to such Brand or to a third party; and/or (c) intentional or negligent misrepresentation of a Brand’s Product or the use of or result of such Product.
- “Profile Information” means a Creator’s name, picture, image, likeness, Social Media Account handle(s), avatar(s), signature, voice, and biographical information, as incorporated into or referenced or linked in Creator’s Content in their original form or as provided to us in connection with Feedback or Creator Submitted Content.
- “Project” means a Brand’s proposed advertising and marketing campaign for a specific Product.
- “Prohibited Use” means use of Creator’s Content in a manner that endorses or relates to a Prohibited Request or portrays, depicts, implies, or infers that the Creator or JoinBrands endorses a Prohibited Request or which use is otherwise objectionable including, but not limited to, use of the Creator’s Content to portray, condone or encourage discriminatory, violent, abusive, obscene, racist, pornographic, harmful, threatening, harassing, tortious, defamatory, vulgar, libelous, or hateful acts or actions.
- “Prohibited Request” means any portion of a Brands’ Request which requires, requests, encourages or implies any action or any inaction to be taken by Creator which would violate, or cause other Persons to violate, any applicable Law, including privacy laws, or to intentionally or negligently causes Damages to any other Person or property, or which involves, contains or relates to material or content that is otherwise objectionable including, but not limited to, discriminatory, violent, abusive, obscene, racist, pornographic, harmful, threatening, harassing, tortious, defamatory, vulgar, libelous, or hateful.
- “Services” means all services provided by JoinBrands through the Site and Platform including allowing (a) Creators to (i) post job availability requests through the Platform, (ii) interact with Brand Representatives and Brands, and (iii) create and sell Creator’s Content to Brands in connection with Accepted Requests; and (b) Brands and Brand Representatives to (i) post Brands’ Requests through the Platform, (ii) interact with Creators, and (iii) purchase Creator’s Content.
- “Social Media Account” means an account maintained by a User toon a Social Media Platform.
- “Social Media Platform” means websites and applications that enable sucha User to create and sharepost content or to participate in social networking including, but not limited to such websites and applications such as Facebook, Instagram and Tik Tok.
- “Social Media Post(s)” means posting by a Creator, in connection with an Accepted Request, of Creator’s Content on Creator’s Social Media Account. Any Social Media Post will include and conform with all Social Media Requirements.
- “Social Media Request” means a request by a Brand for specific Social Media Posts by a Creator which shall provide in detail all of the Brand’s Social Media Requirements.
- “Social Media Requirements” means any and all requirements for a Social Media Post, including, but not limited to, the frequency of any Social Media Post, a detailed description of the specific Creator’s Content required to be posted in any Social Media Post, all Social Media Platforms on which the Social Media Post is to be posted (and specific excluded Social Media Platforms, if any), detailed information regarding the Brand and/or any links to the Brand to be included with a Social Media Post, and specific Brand information, material or content that a Creator cannot post in connection with the Social Media Post.
- “Testimonial” means any quote, statement, or declaration made by or attributed to a Creator, in whole or in part, with respect to the use by such Creator of any specific Brand’s Product(s) and may include Creator’s Profile Information.
- “Unpurchased Creator’s Content” means any and all content created, designed or developed by a Creator in response to a Brand’s Request, but which is not purchased by the Brand and not made part of an Accepted Request. Such content may include, but is not limited to, all artwork, photographs, drawings, text, media files, Videos and Testimonials related to such Brand and which shall include the Creator’s Intellectual Property Rights specifically and expressly incorporated or included into such Creator’s Content.
- “User” means any and all users of the Site and/or Services and includes Creators and Brand Representatives.
- “User Dispute” means any and all disputes between the Users referring to, relating to or in connection with a Brand, a Creator, Brand Requests, Accepted Requests, Products, Creator’s Content, Brand Complaints and/or Creator’s Complaints.
- “Video” means a recording of moving visual images made digitally or on videotape and includes, but is not limited to, the recording of Product demonstrations and use and unboxing of Products.
2. PROPRIETARY RIGHTS; GRANT OF LIMITED LICENSE.
- Proprietary Rights. The Content has copyrighted protection as a collective work under the laws of the United States and other copyright laws. JoinBrands is the sole exclusive owner of the Content. There may be collective work that is the property of other third parties and such collective work is also protected by copyright and other intellectual property laws. You are allowed to display and, subject to any expressly stated restrictions or limitations relating to specific material, download portions of the Content from the different areas of the Site only for non-commercial use, unless otherwise permitted. Any redistribution, retransmission or publication of any copyrighted material is strictly prohibited without the express written permission of the copyright owner. You may not change or delete any proprietary notices from materials downloaded from the Site. You agree not to use any JoinBrands logo or any other proprietary graphic or trademark without our express written consent. As between the parties, title, ownership rights, and intellectual property rights in the Content, and any copies or portions thereof, shall remain in JoinBrands and/or its content providers. Third-party trademarks, service marks and logos contained in the Site are owned and licensed by their respective owners. Any and all rights not expressly granted herein are reserved.
- Grant of Limited License. Your access to the Services is licensed and not sold. Subject to the terms of this Agreement, and upon registering for your Account, JoinBrands hereby grants you a revocable, non-exclusive, non-transferable account enabling you to access and use the Services and the Site. All the Content that is made available to view and/or download in connection with the Site is owned by and is the copyrighted work of JoinBrands and/or its suppliers and is licensed, not sold. You do not have the right to lend, lease, rent or sublicense the Site and/or the Content. Your use of the Services (including the use of Materials) is governed by the terms of the JoinBrands Agreements. We reserve the right, without notice and in our sole discretion, to terminate your license to use the Site, and Services, and to block or prevent future access to and use of the Site and Services. You are not permitted, directly or indirectly, and the foregoing license grant does NOT include the right for you to (a) publish, publicly perform or display, or distribute to any third party any Materials, including reproduction on any computer network or broadcast or publications media; (b) market, sell or make commercial use of the Site or any Material; (c) systematically collect and use of any data or content including the use of any data spiders, robots, or similar data gathering, mining or extraction methods; (d) make derivative uses of the Site or the Material; or (e) use, frame or utilize framing techniques to enclose any portion of the Site (including the images found at this Site or any text or the layout/design of any page or form contained on a page).
- Account. If you use this Site and the Services, you are responsible for registering for an Account. You may register for an Account by providing us with the required information as prompted. You agree to (a) provide true, accurate, current and complete information about yourself when registering for an Account, including any credit card information (your “Credit Card”), if applicable; (b) maintain and promptly update your Account to keep it true, accurate, current and complete; (c) review the fees, if any (the “Fees”), to be charged for your use of the Services; (d) authorize JoinBrands and its affiliates to charge your Credit Card for any and all Fees incurred by you; (e) restrict access to your Account by others; and (f) to accept responsibility for all activities that occur under your Account. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of the Site (or any portion thereof) and Services. You may not assign or otherwise transfer your Account to any other person or entity. You acknowledge that we are not responsible for third party access to your Account that results from theft or misappropriation of your Account. JoinBrands and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.
- User Representations.
- You represent and warrant to JoinBrands that you (a) will maintain the security of your user identification, password and other confidential information relating to your Account; (b) will maintain the security, confidentiality and integrity of all messages and the content that you receive, transmit through or store on the Site; (c) will maintain all charges resulting from the use of your Account, including but not limited to, unauthorized use of your Account prior to you notifying us in writing of such use and taking steps to prevent its further occurrence by changing your password; (d) are authorized, or have the permission of the authorized signatory of the Credit Card provided to us, to pay any Fees incurred from the use of the Site and/or the Services through your Account; (e) will comply with the terms as set forth in the JoinBrands Agreements; (f) will comply with all applicable U.S. and international laws, statutes, ordinances, rules, regulations, contracts and applicable licenses regarding your use of the Site and Services; (g) are over the age of eighteen (18) and have the power, authority or consent to enter into and perform your obligations under the Agreement; and (h) all information provided by you to us is yours and is truthful, accurate and complete.
- You further warrant, represent and agree that you will not use the Site or Services in a manner that (a) infringes the intellectual property rights or proprietary rights, or rights of publicity or privacy, of any third party; (b) violates any Law; (c) you should know is harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, fraudulent, deceptive, or misleading or otherwise objectionable; (d) adversely affects or reflects negatively on JoinBrands’ goodwill, name or reputation or causes duress, distress or discomfort to JoinBrands or anyone else, or discourages any Person, firm or enterprise from using all or any portion, feature, or function of the Site, or from advertising, liking or becoming a supplier to use in connection with the Site; (e) send or result in the transmission or junk e-mail, chain letters, duplicative or unsolicited messages, or so-called “spamming”; (f) transmit, distribute or upload programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, trojan horse, spyware, or other potentially harmful programs or other material or information; (g) falsely report to an employee or agent of JoinBrands; (h) circumvent, disable or otherwise interfere with security-related features of the Site or its features that prevent or restrict use or copying of any content; (i) intercept or attempt to intercept communications of any kind not intended for you; (j) stalk or harass any other User; and/or (k) except as otherwise permitted hereunder, causes the Site to be used for commercial or business purposes, including, without limitation, advertising, marketing, or offering goods or services, whether or not for financial or any other form of compensation or through linking with any other Site or web pages.
- User’s Restrictions. You are not permitted, directly or indirectly, to (a) engage in any acts inconsistent with the principles of copyright protection and fair use, as codified in 17 U.S.C. Sections 106-110, without obtaining the express written consent of JoinBrands and/or the copyright owner; (b) distribute, display, rent, lease, transfer or otherwise transfer rights to, or in any way exploit, the Content, in whole or in part; or (c) remove any proprietary notices or labels on the Content.
- Use of the Services.
- Brand Agreement. In using the Services and Site as a Brand Representative, the terms and conditions of this Section 3.4.1 shall apply to you, and you expressly agree to the terms contained herein.
- You represent, warrant and agree that:
- you are an authorized representative of the Brand you purport to represent;
- you are authorized by such Brand to assume or create an obligation or responsibility, express or implied, on behalf of, or in the name of, such Brand and to bind such Brand to the terms of the JoinBrands Agreement;
- you shall provide all relevant information regarding a Project in a posted Brand’s Request, including any Social Media Requirements (if applicable), to enable a Creator to make an informed decision as to whether to create Creator’s Content and accept such Brand’s Request;
- you shall ensure that you have and will maintain all necessary licenses, consents and permissions necessary for you to use the Platform, conduct Projects, and engage Creators;
- each Project, Brand’s Request, your Brand’s Marks and your Brand’s Product does not infringe the rights of any other Person and complies with all applicable Laws, including without limitation all applicable advertising standards and regulations concerning sponsored or advertorial content;
- in posting a Brand’s Request, you grant Creators a limited royalty-free, non-exclusive, non-transferable and irrevocable right to use and incorporate your Brand’s Marks into any Creator’s Content created in response to the Brand’s Request and/or an Accepted Request;
- all information, terms and conditions provided by you in a Brand’s Request, including the terms of a Project, shall be truthful, complete and accurate;
- you shall comply with all payment terms set forth in the “Fee” section of this Agreement;
- you will not use any part of the Site and/or Services to harass, stalk, invade the privacy of or otherwise cause any type of Damage to any other User;
- you will not directly contact, solicit or engage any Creator that is learned of, introduced to or made available to you through the Services for fulfillment of a Brand’s Request outside of the Services, Site or Platform or otherwise use information of Creators provided by us to circumvent the engagement of Creators through the Site and Platform;
- you shall not copy, scrape or download any Content, or copy, scrape or disclose any portion of the Platform, including through the use of any engine, software, tool, agent, device, or mechanism (including automated scripts, spiders, robots, crawlers, data mining tools, or the like);
- you shall not include any Prohibited Request in a Brand’s Request, including in a Social Media Request, or otherwise through your use of the Site or Services;
- you shall not use Creator’s Content provided to you by such Creator for any other purposes except as set forth in a Brands’ Request;
- you may use, alter, modify or revise any Creator’s Content (the “Modified Content”) that you purchase in connection with an Accepted Request provided that you may not use, in any manner, such Modified Content in connection with a Prohibited Use;
- any such Creator’s Content provided to you in connection with an Accepted Request shall at all times credit such Creator and link or reference, if applicable, the Creator’s Profile Information as provided by Creator;
- you will not disclose to any other User or to us any information which you deem is confidential or proprietary of your Brand or which is subject to confidentiality provisions;
- you will be responsible to monitor any requested Creator Social Media Posts to ensure that such posts comply with all applicable rules, laws and regulations, including, but not limited to laws promulgated by the Federal Trade Commission and policies and regulations of any Social Media Platform on which a Social Media Posts is posted (collectively, the “Social Media Regulations”);
- you will be responsible for and are liable for any violation of Social Media Regulations in connection with your requested Creator Social Media Posts and Join Brands and our Affiliates will in no event be responsible or liable to you for any and all costs incurred by you in connection with your violation of Social Media Regulations;
- any and all User Disputes will be addressed directly to JoinBrands and not to such Creator;
- if we determine that you are at fault as a result of a Creator’s Complaint or User Disputer, you will take any and all actions as determined by JoinBrands to resolve such Creator’s Complaint or User Disputer;
- you are solely responsible for any Damages you, your Brand, your Product(s) or the Brands’ Request cause to any other User, Person or property;
- you will promptly respond to all any requests we may have and will promptly provide us with any requested documents, materials or other information related to any Creator’s Complaints; and
- JoinBrands and our Affiliates will in no event be responsible or liable to you for any and all costs incurred by you in connection with your Brand’s Complaints or any User Dispute.
- You further represent, warrant and agree that (i) you will fund your Account and at all times maintain a positive cash balance in your Account to fully cover all expenses and costs related to your posted Brands’ Request; (ii) while you may decline to hire a Creator for any specific Brands’ Request, once you agree to engage a Creator and your Brands’ Request becomes an Accepted Request, you authorize JoinBrands to timely and fully pay such Creator from your Account for any Creator’s Content that you accept and use based on your Brands’ Request; and (iii) you may not change the pricing or fee of your Brands’ Request once it becomes an Accepted Request unless the Creator expressly agrees to any such change in writing (email sufficing).
- If an Accepted Request includes a Social Media Request, you understand and agree that you are responsible for providing Creator all required information to ensure that all of Creator’s Social Media Posts comply with Social Media Regulations. For example, you will require that each Social Media Post includes such items to clearly, unambiguously and conspicuously disclose the Creator’s relationship as a paid endorser of your Brand, including, but not limited to using advertising and marketing hashtags such as “#ad” or “#sponsor” in each Social Media Post and adding in the following phrase as a sub-header to a Social Media Post “Paid Partnership with [the name of your Brand]…” You understand and agree that the preceding sentence is provided strictly for illustrative purposes only and Join Brands is not making any representations or warranties that any example provided herein will adequately and fully comply with Social Media Regulations.
- Unless and until payment is made in full to a Creator for such Creator’s Content, you understand and agree that you will not receive a right to use such Creator’s Content in any manner. Upon full payment for the Creator’s Content, all rights to such Creator’s Content shall be transferred by Creator to you; provided, however, that, subject to your express written consent, you grant Creator a perpetual, royalty-free, non-exclusive, irrevocable, worldwide license to use or publish such Creator’s Content for personal portfolio use only, including marketing of Creator’s services to other Users.
- You agree and hereby grant to JoinBrands a perpetual, royalty-free, non-exclusive, non-transferable, irrevocable, worldwide license to use your Brand’s Marks incorporated in any Unpurchased Creator’s Content, solely for use and with respect to the marketing, promotion and advertising of the Services, the Site and the Platform; provided, however, that JoinBrands may not use your Brand’s Marks for any other purposes except stated herein, including in a way that suggests your Brand endorses JoinBrands or is associated with us in anything other than a customer relationship.
- You agree to indemnify us and keep us indemnified against all and any expenses, losses, liabilities, Damages, costs (including reasonable legal costs) incurred or suffered by us in relation to any claims or proceedings, which arise in any way from (i) your use of the Platform, the Site and/or the Services; (ii) any breach by you of the terms of this Agreement, including any breach of your representations in this Section 3.4.1; (iii) any use of the Platform, the Site or the Services by anyone using your Account; or (iv) any claim made by a Creator concerning your interaction with them, your Brands’ Request and/or your Product(s).
- This Section 3.4.1 shall survive termination of the Agreement.
- You represent, warrant and agree that:
- Creator Agreement. In using the Services and Site as a Creator, the Platform allows you to submit Creator’s Content and/or accept Brands’ Requests to create and sell your Creator’s Content to Brands, the terms and conditions of this Section 3.4.2 shall apply to you, and you expressly agree to the terms contained herein.
- You represent, warrant and agree that:
- except for any applicable licenses, waivers or consents required to be obtained by you with respect to your Creator’s Content, all of your Creator’s Content is of your own original work and does not infringe, misappropriate or violate the Intellectual Property Rights, proprietary rights or privacy rights of any third party;
- for all Accepted Requests, you will comply with all terms and conditions set forth in such Accepted Request, including compliance with all Social Media Requirements if applicable, with due care, skill and ability, except for any portion of an Accepted Request which encourages, implies or directs you to take any Prohibited Request;
- you will report any such Prohibited Request to us immediately;
- you will not return a product for which you have received a reimbursement;
- you have the necessary skills and knowledge to create the required Creator’s Content in connection with each Accepted Request;
- you have the legal capacity to accept such Brands’ Request and provide Creator’s Content in response to an Accepted Request and that by doing so you will not be in breach of any obligation to or right of a third party;
- you shall comply with all payment terms set forth in the “Fee” section of this Agreement;
- you will not directly contact, solicit or accept the engagement of any Brand that is learned of, introduced to or made available to you through the Services for fulfillment of a Brand’s Request outside of the Services, Site or Platform or otherwise use information of Brands provided by us to circumvent your engagement by a Brand through the Site and Platform;
- you will not copy, scrape or download any Content or copy, scrape or disclose any portion of the Platform, including through the use of any engine, software, tool, agent, device, or mechanism (including automated scripts, spiders, robots, crawlers, data mining tools, or the like);
- you shall not use any information in a Brands’ Request or Accepted Request for any other purposes except as set forth in this Agreement;
- you will not disclose to any other User or to us any information which is confidential or proprietary to you or of a Brand that is provided to you in connection with an Accepted Request or which is subject to confidentiality provisions;
- you will be responsible for complying, and will comply, with all Social Media Regulations in connection with the posting of your Social Media Posts (as applicable);
- you will be responsible for and are liable for any violation of Social Media Regulations in connection with your Social Media Posts and Join Brands and our Affiliates will in no event be responsible or liable to you for any and all costs incurred by you in connection with your violation of Social Media Regulations;
- you will promptly notify JoinBrands and address any and all Creator Complaints directly to JoinBrands for resolution and not to such Brand Representative and/or the Brand;
- any and all User Disputes will be addressed directly to JoinBrands and not to such Brand Representative and/or the Brand;
- if we determine that you are at fault as a result of a Brand’s Complaint or User Disputer, you will take any and all actions as determined by JoinBrands to resolve such Brand’s Complaint or User Disputer;
- you are solely responsible for any Damages you or your Creator’s Content or Creator Submitted Content causes to any other User, Person or property;
- you will promptly respond to any requests we may have and will promptly provide us with any requested documents, materials or other information related to any; and
- JoinBrands and our Affiliates will in no event be responsible or liable to you for any and all costs incurred by you in connection with your Creator’s Complaints or any User Dispute.
- You further represent, warrant and agree that (i) you will provide us with correct and accurate information regarding your ACH, Paypal or Venmo account (your “Payment Account”) in order for us to pay you on behalf of a Brand in connection with your Accepted Request; and (ii) you will keep all such Payment Account information up to date and accurate and understand that in no event will we be liable or responsible to you for non-payment of any fees due to you by a Brand.
- If an Accepted Request includes a Social Media Request, you understand and agree that you are responsible for reviewing all Social Media Regulations, including the specific policies of a Social Media Platform on which you post a Social Media Post, to ensure that all of your Social Media Posts comply with applicable Social Media Regulations. For example, in each of your Social Media Post you will include such items to clearly, unambiguously and conspicuously disclose your relationship as a paid endorser of the Accepted Brand, including, but not limited to using advertising and marketing hashtags such as “#ad” or “#sponsor” in each Social Media Post and adding in the following phrase as a sub-header to a Social Media Post “Paid Partnership with [the name of Accepted Brand]…” You understand and agree that the preceding sentence is provided strictly for illustrative purposes only and Join Brands is not making any representations or warranties that any example provided herein will adequately and fully comply with Social Media Regulations.
- You hereby grant to the Accepted Brand an irrevocable royalty-free license to use and exploit your Creator’s Content for any purpose except as limited by the terms of this Agreement. Unless and until payment is made in full to you your Creator’s Content, you understand and agree that you will retain all rights to such Creator’s Content created in connection with an Accepted Request. Upon full payment for your Creator’s Content, all rights to such Creator’s Content shall be transferred by you to the Brand; provided, however, that, subject to a Brand’s express written consent, the Brand may grant you a perpetual, royalty-free, non-exclusive, irrevocable, worldwide license to use or publish such Creator’s Content for personal portfolio use only, including marketing of your services to other Users. You understand that you will have no right, interest or title to any Intellectual Property Rights provided by the Brand which shall remain the property of the Brand.
- You hereby grant to JoinBrands a perpetual, royalty-free, non-exclusive, non-transferable, irrevocable, worldwide license to use Unpurchased Creator’s Content, solely with respect to the marketing, promotion and advertising of the Services, the Site and the Platform.
- In posting any Creator Submitted Content, you expressly agree, represent and understand that:
- You are solely responsible for any and all Creator Submitted Content you post on the Site;
- You have obtained all necessary and applicable licenses, waivers or consents required to be obtained by you with respect to your Creator Submitted Content and such Creator Submitted Content is of your own original work and does not infringe, misappropriate or violate the Intellectual Property Rights, proprietary rights or privacy rights of any third party;
- The Site is available to the public and, therefore, any information you consider confidential should not be posted on the Site and, except as described herein, any communication which you post on any public area of the Site is considered to be non-confidential;
- We may reveal your identity and whatever information we know about you to any law enforcement agent or official in the event of legal action arising from any Creator Submitted Content posting by you;
- We cannot and do not screen content provided by you to the Site or through the Services. Notwithstanding the foregoing, we reserve the right to monitor and approve content on the Site and to remove content, which we, in our sole discretion, determine to be harmful, offensive, or otherwise in violation of the JoinBrands’ Agreement or our operating policies for Users;
- You automatically grant to JoinBrands and to all Users a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to use, copy, sublicense, reproduce, distribute, redistribute, modify, adapt, publish, edit, translate, transmit, create derivative works of, publish and/or broadcast, publicly perform or display (collectively, “Reproduction”) any Creator Submitted Content, materials or other information (including without limitation, ideas contained therein) you post;
- You automatically grant to JoinBrands a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to use your Creator Submitted Consent for commercial purposes, including the sale and resale of the Creator Submitted Consent; provided, however, that upon the sale of such Creator Submitted Consent, JoinBrands shall pay you a fee as set forth in your Account;
- You may remove any Creator Submitted Content you post from the Site at any time, but such removal does not terminate the license granted to us or to Users as set forth herein;
- Your Profile Information may be associated with your Creator Submitted Content, and you hereby grant us and to all Users a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to use your Profile Information in association with your Creator Submitted Content;
- You shall have no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in any Creator Submitted Content you post;
- No compensation of any kind will be paid to you (except as provided in connection with an Accepted Request or as set forth herein) with respect to the use or Reproduction or sale or resale of your Creator Submitted Content, as provided herein;
- You authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of such content on the Site;
- If you post Creator Submitted Content which contains Creator’s Content created specifically for a Brand in connection with an Accepted Request, you shall only do so with the written approval of such Brand, and will not include any Intellectual Property Rights of such Brand unless approved in writing by the Brand; and
- You hereby release and hold harmless JoinBrands and its Users from any and all claims that may arise out of or in connection with the use of or Reproduction or sale or resale of your Creator Submitted Content including, without limitation, any liability by virtue of any blurring, distortion, alteration, optical illusion, or use in composite or distorted form, whether intentional or otherwise, that may occur or be produced in the taking of any of such photographs, portraits or other materials or in any subsequent processing thereof.
- You agree to indemnify us and keep us indemnified against all and any expenses, losses, liabilities, Damages, costs (including reasonable legal costs) incurred or suffered by us in relation to any claims or proceedings, which arise in any way from (i) your use of the Platform, the Site and/or the Services; (ii) any breach by you of the terms of this Agreement, including any breach of your representations in this Section 3.4.2; (iii) any use of the Platform, the Site or the Services by anyone using your Account; or (iv) any claim made by a Brand or its Brand Representative concerning your interaction with them or your Creator’s Content.
- This Section 3.4.2 shall survive termination of the Agreement.
- You represent, warrant and agree that:
- Disputes. As set forth in Section 3.4.1 and 3.4.2, you will promptly notify us and will address any and all Brand Complaints, Creator Complaints or User Dispute, as applicable, directly to JoinBrands for resolution and not to such Brand or Creator. We will use commercially reasonable efforts to resolve any Brand Complaints, Creator Complaints and/or User Disputes between a Brand and a Creator. Should we determine that a party is at fault (our “Determination”), such party shall, as applicable, pay for such Creator’s Content or provide new Creator’s Content in connection with a Brand’s Request. You may disagree with or choose to dispute our Determination and initiate a Legal Action with respect to such Brand Complaints, Creator Complaints or User Dispute, as applicable. Any and all fees owed to you shall be held by us until final resolution of such Legal Action (the “Fee Withholding”). If we are required to participate in any such Legal Action for any reason or if you, as either a Creator or Brand, intend to obtain an order from any arbitrator or any court that might direct JoinBrands or our Affiliates to take or refrain from taking any action in connection with a Legal Action, you will (a) give us at least five business days’ prior notice of any related hearing (a “Hearing”); and (b) include in any such order a provision that the losing party in any Legal Action will be responsible and liable for paying any fees and costs, including our attorney’s fees, incurred by us in connection with our participation, involvement or attendance at any such Hearing or Legal Action. Notwithstanding anything to the contrary contained in this section, you understand and agree that (a) we act as a Platform for the Services only and that we are not responsible in any manner for any fees or Damages incurred in connection with a Brand Complaints, Creator Complaints, User Disputes and/or Legal Action; and (b) we shall have no responsibility for any act or omission of any Creator, Brand or Brand Representative in any way whatsoever, including each of their compliance with any of an Accepted Request or any term of this Agreement.
- Brand Agreement. In using the Services and Site as a Brand Representative, the terms and conditions of this Section 3.4.1 shall apply to you, and you expressly agree to the terms contained herein.
JoinBrands reserves complete and sole discretion with respect to the operation of the Site. We may, among other things: (a) delete any private messages, if applicable, if it has not been accessed by a User within the time established by our policies; (b) subject to Section 2, make available to third parties information relating to the Users; and (c) withdraw, suspend or discontinue any functionality or feature of the Site.
At times we may allow you to provide us with comments and feedback through the Site. Any such comments or ratings you provide through the Site will collectively be referred to as “Feedback”. By providing Feedback to us, you automatically grant to us a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to use, copy, sublicense, reproduce, distribute, redistribute, modify, adapt, publish, edit, translate, transmit, create derivative works of, publish and/or broadcast, publicly perform or display any materials or other information (including without limitation, ideas contained therein for new or improved products or services) you submit to us. You further acknowledge and agree that your Profile Information may be associated with your Feedback and posted on the Site, and you hereby grant us a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to use your Profile Information in association with your Feedback. You agree that you shall have no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your communication to us. You further acknowledge and agree that no compensation will be paid with respect to the use of your Feedback, as provided herein, and that we may remove any Feedback we post on the Site at any time in our sole discretion. Further, when you provide Feedback, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of such content on the Site.
7. CONTENT AND GENERAL DISCLAIMERS
- General Disclaimer. THE SITE IS PROVIDED BY JOINBRANDS ON AN ”AS IS” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES THAT ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THESE TERMS. WE CANNOT AND DO NOT WARRANT AGAINST HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS OR LOSSES, INCLUDING LOSS OF DATA. WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE SITE, IF ANY, WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. WE DO NOT WARRANT OR GUARANTEE THAT THE FUNCTIONS OR SERVICE ACCESSED THROUGH THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THESE TERMS. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. WE MAY CHANGE THE SERVICE OR THE FEATURES IN ANY WAY, AND AT ANY TIME AND FOR ANY REASON. ALTHOUGH WE HAVE ATTEMPTED TO PROVIDE ACCURATE INFORMATION ON THE SITE, WE ASSUME NO RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF THE INFORMATION.
- Informational Purposes Only. Any opinions expressed on the Site or are the personal opinions of the original author and not of JoinBrands, even though the original author may be employed by us. The Content is provided for informational and entertainment purposes only and is not an endorsement or representation by JoinBrands or any other party. We do not assume any responsibility or liability for any opinion or other commentary posted on the Site (as applicable), or any third party website linked to the Site and makes no express or implied warranty or guarantee about the accuracy, copyright compliance, legality, or any other aspect of the Content.
- Disclaimer of Third Party Information. You understand that when using the Site and Services, you may be exposed to third party content from a variety of sources, and that JoinBrands is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such third party content. You further understand and acknowledge that you may be exposed to third party content that may be offensive, indecent, inaccurate, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against JoinBrands with respect thereto.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS JOINBRANDS AND OUR AFFILIATES FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEY’S FEES, RESULTING FROM ANY ACTION, CLAIM, SUIT, OR DEMAND WHICH RESULTS FROM (A) YOUR VIOLATION OF THE JOINBRANDS AGREEMENTS; (B) YOUR BREACH OF YOUR REPRESENTATIONS CONTAINED HEREIN: (C) ANY ACTIVITY RELATED TO YOUR USE OF THE SERVICES (INCLUDING INFRINGEMENT OF THIRD PARTIES’ WORLDWIDE INTELLECTUAL PROPERTY RIGHTS OR NEGLIGENT OR WRONGFUL CONDUCT), (D) ANY USE OR DAMAGES RELATED TO MODIFIED CONTENT; AND (E) YOUR VIOLATION OF, NON-COMPLIANCE WITH OR BREACH OF ANY SOCIAL MEDIA REGULATION.
9. WAIVER AND RELEASE
YOU AGREE THAT NEITHER JOINBRANDS NOR OUR AFFILIATES SHALL HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH (A) YOUR USE OF THE SITE, THE SERVICES, THE CONTENT OR THE MATERIALS; (B) YOUR PURCHASE OR USE OF ANY CREATOR’S CONTENT; (C) ANY MISLABELING, MISREPRESENTATION OR INACCURATE INFORMATION PROVIDED BY A CREATOR REGARDING SUCH CREATOR’S CONTENT; (D) ANY MISLABELING, MISREPRESENTATION OR INACCURATE INFORMATION PROVIDED BY A BRAND OR ITS BRAND REPRESENTATIVE REGARDING SUCH BRANDS’ REQUEST, BRAND’S MARKS, PRODUCT OR PROJECT; (E) USE OF ANY MODIFIED CONTENT; (F) A BRAND OR CREATOR’S VIOLATION OF, NON-COMPLIANCE WITH OR BREACH OF ANY SOCIAL MEDIA REGULATION; (G) OUR DETERMINATION; (H) THE FEE WITHHOLDING; (I) ANY FEE CHANGE PROVIDED THAT WE HAVE DELIVERED NOTICE OF SUCH FEE CHANGE TO YOU; (J) OUR USE, SALE OR RESALE OF CREATOR SUBMITTED CONTENT; OR (K) ANY LEGAL ACTION (COLLECTIVELY, THE “RELEASED CLAIMS”). YOU SPECIFICALLY ACKNOWLEDGE THAT JOINBRANDS AND OUR AFFILIATES SHALL NOT BE LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST JOINBRANDS AND OUR AFFILIATES (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THE NEGLIGENCE OF JOINBRANDS OR OUR AFFILIATES) FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH THE RELEASED CLAIMS.
10. LIABILITY LIMITATION
- NOTWITHSTANDING THE ANYTHING TO THE CONTRARY HEREIN, JOINBRANDS AND OUR AFFILIATES WILL NOT BE LIABLE UNDER ANY THEORY OF LAW, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA OR COSTS OF REPLACEMENT GOODS, ARISING OUT OF THE USE OR INABILITY TO USE THE SITE OR RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION PRESENTED, EVEN IF JOINBRANDS MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SITE IS CONTROLLED AND OFFERED BY JOINBRANDS FROM ITS FACILITIES IN THE UNITED STATES OF AMERICA. JOINBRANDS MAKES NO REPRESENTATIONS THAT THE SITE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SITE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
- YOU AGREE THAT JOINBRANDS AND OUR AFFILIATES HAVE NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO THE RELEASED CLAIMS.
- CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
11. COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT NOTIFICATION
We respect the intellectual property rights of others. You can notify us of possible copyright infringement, and we will review all claims of copyright infringement received and remove content deemed to have been posted or distributed in violation of any such laws. To make a claim, please provide the following:
- A physical or an electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
- A description of the copyrighted work or other intellectual property that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Site reasonably sufficient to permit us to locate the material;
- Your contact information, including your address, telephone number, and email;
- A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement by you that the above information in your notice is accurate and that you, made under penalty of perjury, are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Contact the agent designated to receive and act on copyright violations under the Digital Millennium Copyright Act (“DMCA“). Claims can be directed to us at contact@JoinBrands.com or to Join Brands, 1621 Central Ave, Cheyenne, WY 82001, USA; phone number: (___) ____________.
12. TERM AND TERMINATION
Either you or JoinBrands may terminate this Agreement at any time and for any reason. In addition, this Agreement will terminate immediately, without notice, if you fail to comply with the terms of the JoinBrands Agreements. We also reserve the right to terminate or suspend your Account and access to the Site and Services without prior notice. You will be responsible for any and all obligations and costs incurred by you prior to the termination of the JoinBrands Agreements, including, but not limited to, completion of any Accepted Request and payment for any purchased Creator’s Content. The provisions of Sections 2.1 (Proprietary Rights), 3.1 (Account), 3.2 (User Representations), 3.3 (User Restrictions), 3.4 (Use of the Services), 6 (Feedback), 7 (Content and General Disclaimers), 8 (Indemnification), 9 (Waiver and Release), 10 (Limitation of Liabilities), 12 (Term and Termination), 15 (Miscellaneous), and any right or obligation of the parties in the JoinBrands Agreements which, by their express terms or nature and context is intended to survive termination or expiration, shall survive any termination of this JoinBrands Agreements.
13. PRIVACY RIGHTS
14. EXPORT CONTROLS
You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and not to export, or allow the export or re-export of the Material in violation of any such restrictions, laws or regulations. By downloading or using the Material, you are agreeing to the foregoing, and you are representing and warranting that you are not located in, under the control of, or a national or resident of any restricted country or on any such list.
We may deliver notices to you under this Agreement by means of electronic mail or a general notice on the Site. You may give notice to JoinBrands at any time via electronic mail to the Site at the following address contact@JoinBrands.com.