TERMINI E CONDIZIONI

Ultimo aggiornamento: Mercoledì 20 Marzo 2019

HOUSE RULES  | CONSUMER FIRST

Here at CollaborUP we believe that all influencer posts should be transparent and put consumers first. Therefore, both influencers and brands need to ensure that no campaign or post is false or misleading and must disclose the fact that the influencer is being paid by the brand. CollaborUP expects that all users comply with all applicable Laws and industry self-regulation relating to influencer marketing, including the AANA Guidelines (AU), CAP Code (UK), and Federal Trade Commission’s Guides Concerning Endorsements and Testimonials in Advertising (USA) (“FTC Guides”). This means that all influencer marketing posts which are being facilitated through CollaborUP should be transparent and labeled with appropriate disclosures, such as #ad.  We expect influencers and brands to keep themselves up to speed with the latest best practice on how to label influencer marketing posts in a transparent way in order to make sure that consumers are clear about the commercial nature of the sponsored posts.

HOUSE RULES  | BRAND

BE RESPONSIVE: Please appreciate the energy each Influencer has invested into their submission by responding to each one quickly. This will also prevent Influencers having a negative experience with your brand.

BE BRAVE: Resist the urge to micro-manage. Everything from bad grammar to shaky footage makes up a unique dialect an Influencer has crafted with their CollaborUP over thousands of posts. If you change the language, you’ll change the response.

BE OPEN: This platform is for Influencers, not celebrities. You may not recognize them, but rest assured their followers do. We believe accessing countless pockets of influence is far more meaningful than a large celebrity endorsement.

BE AWARE: Feel free to share an Influencer’s post within the same social platform, however content cannot be used in any additional or other marketing material, nor should it be used outside of the original platform without getting their additional approval.

BE TRANSPARENT: Be aware of the need to be transparent when engaging with influencers, and the requirement to label influencer posts with #ad to tell consumers that it is a paid for post.

HOUSE RULES  | INFLUENCER

BE TRANSPARENT: Keep up to speed with the latest developments and best practice on how to label your posts in a transparent way to show that it is paid for by the brand.  Normally, that will mean labeling your content with #ad or ADVERT in the title or thumbnail of your content. Don’t try to hide the fact that it the content is paid for; both you and the brand will lose credibility if you do.

BE GENEROUS: Post must stay on the top of your feed for minimum 5 hours and on your platform for 30 days.

BE AUTHENTIC: If you wouldn’t recommend the brand for free – don’t recommend it for money.

BE GENUINE: We work exclusively with Influencers who’ve organically grown their audience. If you’re misrepresenting the size of your audience or engagement in your content, we reserve the right terminate your CollaborUP account.

BE MINDFUL: If you’re seen to be recommending competing brands in quick succession or over-populating your feed with sponsored posts, you’ll lose credibility with your CollaborUP.

COLLECTION STATEMENT

CollaborUP is a trademark of ZETAWORKS SRLS, Via Monte Napoleone 18, Milano, 2015, Italy, (Company number IT10270030967), collects personal information about you from our websites including https://business.collaborup.com/, any or our related websites, mobile applications (including the CollaborUP Influencer App) and social media pages (each a “Website”), and as provided by you by any other means, including either physically or electronically. We may also collect personal information from social media sites and from commercial data providers, referral agents and other data providers who obtained your personal information from third party sources who hold your consent to disclose your personal information to us, or who have otherwise disclosed your personal information to us in circumstances where it is lawful to do so. Personal information will not be collected from any person who we know to be under the age of sixteen (16) without the consent of a parent or legal guardian. If you are a business we trade with, personal information is collected in order to carry on our trading relationship with you, including but not limited to processing transactions, assessing your credit risk and issuing invoices. Personal information is generally collected in order to allow you to sign up or register to become a member of a Website, to download and use a mobile application, to submit content and participate in a Website (including the CollaborUP Influencer App), to allow you to publish social media posts via a Website, to engage with other users and respond to campaigns or briefs, to make or receive payments, to provide you with newsletters (including electronic newsletters), respond to inquiries, maintain our relationship with you, provide you with certain content, products and services and, unless you opt-out or unsubscribe, to contact you in the future with information on products and services and to provide you with marketing materials via any medium including mail, telephone and commercial electronic messages (SMS (Short Message Service), MMS (Multimedia Message Service), IM (Instant Messaging) and email) or any other form of electronic, emerging, digital or conventional communications channel whether existing now or in the future. Our Websites may also collect and use passively collected anonymous or personal information, or personal information from various third party sources, and may combine this anonymous information or personal information with other personal information collected from you, to provide better service to Website users, customise Websites based on your preferences, to provide you with relevant advertising when you use our Websites or third party websites, to compile and analyse statistics and trends, and otherwise administer and improve our Websites for your use. For the purposes described above, your information may be shared with our group companies (and their directors, servants and agents), promotional partners, other Website users and other trusted third parties including service providers engaged by us to perform a variety of functions including legal and accounting services, data storage, fulfilling orders, processing payments, assisting with promotions and providing technical services. Such group companies and third parties may be located in Italy or overseas including Europe, Ukraine and India. Failure to provide personal information may result in us being unable to carry on our trading relationship with you or provide you with certain content, products or services.Our Privacy Policy contains information about how you can access and correct your personal information, how you can lodge a complaint regarding the handling of your personal information and how we will handle any complaint. You may contact our privacy officer with any queries via email: support@collaborup.com or mail: Mail (ITALY): ZETAWORKS SRLS, Via Castello Ursino 43, CT, 95121 or telephone: +39 371 346 4903 (IT).

CollaborUP PLATFORM TERMS OF USE

INTRODUCTION

  1. The CollaborUP Platform is owned and operated by CollaborUP. Information about how to join and use the CollaborUP Platform forms part of these CollaborUP Platform Terms of Use (“Terms of Use”). By using the CollaborUP Platform, you agree to accept these Terms of Use and the House Rules.
  2. CollaborUP has created the CollaborUP Platform to allow Brands and Influencers to interact, form relationships, buy and sell online and local services, and create and distribute sponsored Posts through the Influencer’s Channels (Twitter, Instagram and/or Facebook) in exchange of services or products, subject to compliance with these Terms of Use. In these Terms of Use, Brands and Influencers are collectively and individually referred to as “users” or “you” as the context requires.
  3. Your access to and use of the CollaborUP Platform is conditional upon your agreement to and acceptance of these Terms of Use. Each time you use the CollaborUP Platform, you agree to be bound by these Terms of Use. If you do not wish to be bound by these Terms of Use, do not use the CollaborUP Platform.
  4. CollaborUP may at any time revise these Terms of Use by updating this page. Revisions will take immediate effect and may affect your ability to use the CollaborUP Platform. Since you are bound by these Terms of Use each time you use the CollaborUP Platform, you should check these Terms of Use for any revisions each time you use the CollaborUP Platform and wherever prompted to do so. Your use of the CollaborUP Platform following the posting of any revisions to these Terms of Use constitutes your acceptance of those revisions.
  5. CollaborUP reserves the right to change the CollaborUP Platform in any way by giving you notice to the email address you have registered with us to you. Even if you have an Account, your ability to access and use the CollaborUP Platform may be terminated at any time without notice to you. If you do not agree to these Terms of Use, you must immediately exit the CollaborUP Platform and, if you are using the Application, delete the Application from your device.
  6. Any costs associated with downloading, installing, accessing and using this Application, Campaign Builder, or any other element of the CollaborUP Platform remain your responsibility and are dependent on the service provider used.
  7. CollaborUP makes no representation that the CollaborUP Platform (or any element of the CollaborUP Platform) is appropriate or available for use in all locations.
  8. CollaborUP merely makes the Site and Platform Services available to enable Influencers and Clients to find and transact directly with each other. CollaborUP does not introduce Influencers to Clients, find Projects for Influencers, or find Influencers for Clients. Through the Site and Site Services, Influencers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Influencers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Influencers on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and CollaborUP is not a party to that Service Contract.
  9. If you are the driver of a vehicle (or other form of transport), you must not use the CollaborUP Platform while the vehicle (or other form of transport) is moving or is stationary but not lawfully parked. You may only use the CollaborUP Platform when the vehicle is lawfully parked. You must comply with all applicable road rules and regulations before and while using the CollaborUP Platform. In the interests of safety at all other times, CollaborUP recommends that you only use the CollaborUP Platform when it is lawful and safe to do so.

USING THE CollaborUP PLATFORM

  1. The CollaborUP Platform allows Brands to create Influencer Marketing Campaigns via Campaign Builder, which are then shared with Influencers via the Application. Influencers using the Application can collaborate to a Campaign by sending a Collaboration request and submitting then the demonstrations to the Brand for approval. Influencers earn compensation when:
    1. In relation to Influencer Marketing Campaigns, a Brand approves a Collaboration Request with fee and the Influencer complete successfully the collaboration publishing the contents requested via his or her Channels, as selected and specified on the Campaign details; 
    2. In relation to Exchange without fee Influencer Marketing Campaigns, a Brand approves a Collaboration Request and the Influencer get some type of compensation represented by services or goods by the brand, after have completed successfully the collaboration publishing the contents requested via his or her Channels, as selected and specified on the Campaign details.

The relevant Brand is solely responsible for reviewing and approving all the Collaboration Requests coming from the influencers that form part of their Campaign, nor is CollaborUP liable in any way for the content of any Stories or Post. These Terms of Use shall apply to all transactions conducted through the CollaborUP Platform.

  1. Content is provided by the relevant Influencer or Brand, as applicable, and is not moderated, approved or endorsed by CollaborUP. Accordingly, no Content constitutes a representation by CollaborUP, nor does CollaborUP accept any liability for the legality, validity, accuracy or suitability of any content provided by Influencers or Brands. If you have a question or concern about Content, including your rights to reproduce it, you must make your own inquiries to CollaborUP directly, or if advised by CollaborUP, by contacting the relevant Influencer or Brand directly. You agree that CollaborUP is not responsible for, and does not endorse, any Content committed by using the CollaborUP Platform. CollaborUP does not have any obligation to pre-moderate, monitor, edit or remove any Content. If your Content violates these Terms of Use, you bear legal responsibility for that Content.
  1. Influencers and Brands agree that they will not attempt to negotiate terms or payment with each other outside of the CollaborUP Platform. Without limiting any other rights or remedies available to CollaborUP, any attempt to circumvent the CollaborUP Platform may result in removal from the CollaborUP Platform at CollaborUP’s sole discretion. You may not remove any watermarks or copyright notices contained in any Content on the CollaborUP Platform.
  2. You must not:
    1. decompile, reverse engineer, disassemble, convert or authorize any third party to decompile, reverse engineer, disassemble or otherwise convert any element of the CollaborUP Platform to a human perceivable form;
    2. distribute or republish any element of the CollaborUP Platform in any way;
    3. resell, rent, lease, licence or lend any element of the CollaborUP Platform;
    4. defeat, disable or circumvent any security feature of the CollaborUP Platform;
    5. transfer any element of the CollaborUP Platform to any third party;
    6. use any data mining, robots or similar data gather or extraction methods;
    7. register, subscribe or unsubscribe, or attempt to subscribe or unsubscribe, any party to any product or service if you are not expressly authorised by such party to do so; or
    8. sell, licence, lease or in any way seek to commercialise any component of the CollaborUP Platform without specific written authorisation from CollaborUP.
  3. The CollaborUP Platform is designed for use by people aged 16 years and over. Users under the age of 16 years may only use the CollaborUP Platform with the consent of a parent or legal guardian. To use the CollaborUP Platform, you must be eligible to use the social media platforms (under the relevant platforms prevailing terms and conditions) upon which you intend to publish Posts.
  4. You are solely responsible for your interactions with other users of the CollaborUP Platform. You agree that CollaborUP is not responsible for the conduct of any user.
  5. You must not engage in crawling, scraping, caching or otherwise accessing any content on the CollaborUP Platform via automated means, except with CollaborUP’s written consent.
  6. Nothing in these Terms of Use is intended nor does create a partnership, agency, employment or fiduciary relationship between CollaborUP and any user.
  7. Subject to your compliance with these Terms of Use, you are granted a limited, non-exclusive, revocable and non-transferrable licence to access and use the CollaborUP Platform in the manner anticipated in these Terms of Use. Any costs associated with accessing and using the CollaborUP Platform generally remains your responsibility and is dependent on the service provider used. You are responsible for ensuring that your computer system or mobile device (as applicable) is compatible with the CollaborUP Platform and meets all relevant technical specifications necessary to obtain the benefit of the CollaborUP Platform.
  8. The CollaborUP Platform may contain links to other sites not maintained by CollaborUP (“Linked Sites”). CollaborUP is not responsible for the content of any Linked Sites, whether or not CollaborUP is affiliated with the Linked Sites. CollaborUP makes no claim or representation regarding, and accepts no responsibility, directly or indirectly, for the quality, nature or reliability of Linked Sites. Such Linked Sites are not under the control of CollaborUP and CollaborUP provides links to the Linked Sites only as a convenience to users of the CollaborUP Platform. The inclusion of a link to any Linked Site does not imply any affiliation with or endorsement by CollaborUP. You should review and applicable terms and policies (including privacy policies) of any Linked Site you visit.
  9. The CollaborUP Platform may also utilise social network or share functionality and may contain social media links, applications or features (including but not limited to Facebook, Twitter and Instagram). Your use of any social media platforms is subject to the particular social media platform’s prevailing terms and conditions of use. By using any social media applications or features on the CollaborUP Platform, you consent and agree to be bound to the particular terms and conditions of use of the social media platform. You also acknowledge and consent to the CollaborUP Platform accessing information you may have shared with the particular social media platform and contacting you via the social media platform or via the information you have shared (for example, sending an email directly to you to the email address provided to the social media platform), in accordance with the permissions you have granted via the social media platform. You are encouraged to review the terms and conditions of use of each social media platform before engaging or interacting with the social media links, applications or features on the CollaborUP Platform. The CollaborUP Platform is in no way sponsored, endorsed or administered by, or associated with, any social media platform.

REGISTERING AN ACCOUNT

  1. In order to use the CollaborUP Platform, Influencers must register an account via the Application in the manner required and as set out in these Terms of Use (“Influencer Account”) and Brands must register an account via Campaign Builder in the manner required and as set out in these Terms of Use (“Brand Account”).
  2. CollaborUP reserves the right to refuse or cancel registration of an Account for any reason in its sole discretion. Any decision of CollaborUP is final and no correspondence will be entered into.
  3. All information provided when registering an Account must be current, correct and complete. Incomplete, ineligible or incomprehensible Account registrations will not be valid. You must be logged in to your Account in the manner required each time you wish to use the CollaborUP Platform. You may never use another’s Account without their permission.
  4. You are responsible for maintaining the strict confidentiality of your Account details and for any activity under your Account. You agree to immediately notify CollaborUP of any unauthorised use of your Account or any other breach of security. It is your sole responsibility to control access to and use of your Account and to notify CollaborUP when you desire to cancel your Account. CollaborUP will not be responsible or liable for any loss or damage arising from your failure to comply with this provision.
  5. CollaborUP retains the right and absolute discretion to terminate your Account and/or access to the CollaborUP Platform (or any element thereof) if it believes that you are abusing or tampering with the CollaborUP Platform (or any element thereof) in any way, that you have breached these Terms of Use, or that you have engaged in any unlawful, unethical, unsportsmanlike or other misconduct calculated to jeopardise the proper administration of the CollaborUP Platform (or any element thereof). CollaborUP’s legal rights to recover damages or other compensation from such an offender are reserved.
  6. The use of any automated software or any other mechanical or electronic means allowing a member to create Accounts is prohibited. CollaborUP reserves the right to suspend or terminate your Account if it believes you are engaging in such activity.
  7. Users understand that in creating an Account they are providing their information to CollaborUP and not to any social media platform. Users of the CollaborUP Platform (whether Influencers or Brands) are solely responsible and liable for any Content or information they transmit to other users. To the extent permitted by law, each user of the CollaborUP Platform agrees to indemnify, defend and forever hold harmless, all social media platforms and their associated agencies and companies, against any and all losses, actions, claims, costs, expenses and damages (of any nature) which may be incurred by the user in respect of their use of the CollaborUP Platform. Any questions, comments or complaints about the CollaborUP Platform must be directed to CollaborUP and not to any media or social media platforms. For the purposes of this provision, CollaborUP contracts on its own behalf and also on behalf of the social media platforms and, accordingly, may take action in that capacity to recover on behalf of the social media platforms where acts or omissions cause loss or damage to such social media platforms or to CollaborUP.
MARKETPLACE FEEDBACK AND USER CONTENT
You hereby acknowledge and agree that Users publish and request CollaborUP to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Freelancers or Clients voluntarily submit to CollaborUP and does not constitute and will not be construed as an introduction, endorsement, or recommendation by CollaborUP; CollaborUP provides such information solely for the convenience of Users. You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that CollaborUP post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by CollaborUP on the Site or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that CollaborUP will make Composite Information available to other Users, including composite or compiled feedback. CollaborUP provides its feedback system as a means through which Users can share their opinions of other Users publicly, and CollaborUP does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User. CollaborUP does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. CollaborUP is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, CollaborUP reserves the right (but is under no obligation) to remove posted feedback or information that, in CollaborUP’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of CollaborUP. You acknowledge and agree that you will notify CollaborUP of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, CollaborUP may rely on the accuracy of such information.

Influencer Eligibility

  1. Any person over the age of 16 years, or over the age of 13 years with the written consent of a parent or legal guardian, may register an Influencer Account, but in order to participate in any Campaigns and earn compensation via the CollaborUP Platform, Influencer’s must meet the following minimum standards:
    1. at least 1000 followers on the Influencer’s Channels;
    2. Influencer’s Channels must be public (viewable by anyone); and
    3. Influencer’s Channels may not contain content that is contrary to these Terms of Use or to the terms of use of the relevant social media platform of the Influencer’s Channels.
  2. If you do not meet the minimum standard in condition 29 above, you may not be able to participate in Campaigns or access the full functionality of the Application.

Further Terms for Influencer Account

  1. To register an Influencer Account, Influencer must download the Application and sign in to the Application with their Facebook account. In order to submit a Post via the Application, an Influencer must connect their Instagram account, Twitter account and/or Facebook Page in the manner required. By connecting your Facebook, Instagram or Twitter account, you are granting CollaborUP permission to publish Posts directly to your Channels in accordance with these Terms of Use.

Influencer Behavior

  1. In relation to Local Influencer Marketing Campaigns, once a Collaboration Request has been approved by a Brand, you are required to go to the Brand location, at the time and day determined through the Collaboration Booking form, and publish the Contents to your relevant Channel during your stay at the Brand location, if they are Stories or within 24 hours if they are posts, respecting all the terms specified on the Campaign details page. You will not have an opportunity to edit or remove a Content after the collaboration end, but only in the case is requested by the Brand. You agree you are solely responsible for the publication of Contents. 
  2. In relation to Online Influencer Marketing Campaigns, once a Collaboration Request has been approved by a Brand, you are required to publish the Content specified on the Campaign page details to your relevant Channel in the manner required within 48 hours of the Product/Service being received. You have to fill correctly your address informations before you send your Collaboration Request to the brand, in order to receive the Product/Service. You will not have an opportunity to edit or remove a Content after the collaboration end, but only in the case is requested by the Brand. You agree you are solely responsible for the publication of Contents. 
  3. Payments are managed by our Escrow Service solely to Users of CollaborUP, better explained to the Escrow paragraph. We provide these escrow services solely to deliver, hold, or receive payment for collaborations and collaborations fees engaged through, and to pay fees including service, membership and payment processing and administration fees to, CollaborUP.
  4. In relation to the Influencer’s fee you acknowledge and accept that CollaborUP will deduct a commission of 15% to your compensation.
  5. Before receiving any Payments, you will be asked to provide financial details including your nominated bank account or PayPal account details, whether or not you are registered for IVA (in Italy) or VAT (in the UK), your ABN or VAT number (if applicable), Employer Identification number (in the U.S.) and any further required details. After the collaboration is accepted, the Content is published and the collaboration status turns into “Completed” you will be entitled to be paid the Collaboration Fee (plus GST, or VAT, if applicable to you), subject to your compliance with these Terms of Use and the House Rules. If you do not comply, you will not be paid. It is your responsibility to notify CollaborUP in the event that you are registered for and liable to pay GST or VAT as applicable, and to keep CollaborUP up to date with your registered GST and/or VAT details as applicable. CollaborUP will pay the Collaboration Fee or Paid Content Fee (plus GST or VAT, if applicable to you) into your nominated bank account or PayPal account (as supplied by you via the Application in the manner required) approximately 2 days after collaborations has been completed. CollaborUP will issue you with a recipient generated tax invoice for this purpose. No payments other than the Collaboration Fee (plus GST or VAT, if applicable to you) are payable in respect of each approved and completed Collaboration. You are responsible for the accuracy of your nominated bank account or PayPal account details.
  6. You acknowledge and agree that CollaborUP, will be solely liable for Payment of the applicable Collaboration Fee for the completed Collaboration.

Payment Terms and Escrow Services

  1. ESCROW SERVICES: CollaborUP Escrow provides escrow services to Users to deliver, hold, and/or receive payment for a Collaboration, and to pay fees to CollaborUP (“Escrow Services”).
  2. PAYMENT AGREEMENTS AND ESCROW INSTRUCTIONS: CollaborUP Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. You acknowledge and agree that CollaborUP Escrow acts merely as an Internet escrow agent. CollaborUP Escrow has fully delivered the Escrow Services to you if CollaborUP Escrow provides the Escrow Services described in this Agreement and the applicable Escrow Instructions. CollaborUP Escrow is only obligated to perform those duties expressly described in this Agreement and any applicable Escrow Instructions. If you authorize or instruct CollaborUP Escrow to release or make a payment of funds from an Escrow Account associated with you, CollaborUP Escrow may release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Escrow Instructions. In addition, CollaborUP Escrow may release or pay funds from an Escrow Account as required by applicable law.
  3. ESCROW ACCOUNTS:
    CollaborUP Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. Depending on your needs and the applicable Escrow Instructions, CollaborUP Escrow will establish and maintain one of two different types of Escrow Accounts, subject to the applicable Escrow Instructions:
    (a) Client Escrow Account. After entering into a Collaboration Contract, the first time a Client makes a payment for a Pay per Influencer Campaign, CollaborUP Escrow will establish and maintain a “Client Escrow Account” to hold funds for the Client to use to pay the fee for each collaboration request accepted, to receive refunds in connection with Collaborations, and to make payments to CollaborUP for payment processing and administration fees.
    (b) Influencer Escrow Account. After entering into a Collaboration Contract, the first time an Influencer uses the Site to receive payment for a Project, CollaborUP Escrow will establish and maintain an “Influencer Escrow Account” for Influencer to receive payments for Collaboration’s fee, withdraw payments, make payments for Service Fees and to CollaborUP for other fees, and issue refunds to Clients.
    You hereby authorize and instruct CollaborUP Escrow to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Collaboration and other specified purposes in accordance with the Terms of Service and the applicable Escrow Instructions. Client and Influencer may access current information regarding the status of an Escrow Account on the Site.
  4. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW
    Client and Freelancer irrevocably authorize and instruct CollaborUP Escrow to release a payment to their Influencer Escrow Account or Client Escrow Account, as applicable, only after a Collaboration is marked as “Completed” that will happens upon the occurrence of and in accordance with one or more Completion Conditions provided below or as otherwise required by applicable law or the Terms of Service. The amount of the Release will be delivered to the applicable Payment Account in accordance with these Escrow Instructions, and the other Terms of Service.
  5. COMPLETION CONDITIONS: A Collaboration turns into completed if the following conditions are reached: A) the Contents has been published on your specified Channel; B) the link to the Content post, if applicable, has been written into the specific field of the Collaboration Completion process; C) the screenshot of the Instagram Story insight, if applicable, has been uploaded on the Collaboration Completion process; D) the screenshot of the Instagram Post insight, if applicable, has been uploaded on the Collaboration Completion process; E) Every condition and instruction has been respected in matters of the Collaborations Terms specified on the Collaboration details page. You agree that you will not pursue any actions, legal or otherwise, against CollaborUP for any non-payment, if some of the previous conditions has not been reached
  6. INFLUENCER APPOINTMENT OF COLLABORUP ESCROW AND SUBSIDIARIES AS AGENT: If you are an Influencer and you request payment related to a Collaboration you hereby appoint CollaborUP Escrow and its wholly-owned subsidiaries, as your agent to obtain funds on your behalf and credit them to your Influencer Escrow Account as applicable. Because CollaborUP Escrow is Influencer’s agent, Influencer must, and hereby does, fully discharge and credit Influencer’s Client for all payments and releases that CollaborUP Escrow receives on Influencer’s behalf from or on behalf of such Client.
  7. TITLE TO FUNDS
    CollaborUP, CollaborUP Escrow and our Affiliates are not banks. CollaborUP Escrow deposits and maintains all Escrow Account funds in an escrow trust account at Paypal Inc. or Stripe Inc. The escrow trust account is separate from the operating accounts of CollaborUP and each of our Affiliates. CollaborUP Escrow will not voluntarily make funds deposited in the escrow trust account available to its creditors, or the creditors of its Affiliates, in the event of a bankruptcy, or for any other purpose.  CollaborUP Escrow holds only legal title to, and not any equitable interest in, the escrow trust account and any funds deposited therein.
  8. NO INTEREST
    You agree that you will not receive interest or other earnings on the funds held in your Escrow Account. CollaborUP, CollaborUP Escrow, or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation in connection with the services they provide.
  9. ESCROW AGENT DUTIES
    We undertake to perform only such duties as are expressly set forth in this Agreement, the applicable Escrow Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the applicable Escrow Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and Influencer, even if posted to the Site. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or Influencer in accordance with this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow Account until we are directed otherwise in writing by Client and Influencer or by a final order or judgment of an arbitrator or court of competent jurisdiction.
  10. ESCROW AGENT RIGHT: We have the right, in our sole discretion, but not the obligation, to institute arbitration or, if no arbitration provision applies, other legal proceedings, including depositing funds held in the Escrow Account with a court of competent jurisdiction, and to resolve any dispute between Client and Influencer related to the Escrow Account. Any provision of this Agreement and the applicable Escrow Instructions to the contrary notwithstanding and regardless whether we are identified as a party in interest in any dispute, arbitration, or other legal proceeding, nothing herein will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court of competent jurisdiction. Any corporation or association into which CollaborUP Escrow may be merged or converted or with which CollaborUP Escrow may be consolidated, or any corporation or association to which all or substantially all the escrow business of CollaborUP Escrow may be transferred will succeed to all the rights and obligations of CollaborUP Escrow as escrow holder and escrow agent under this Agreement and the applicable Escrow Instructions without further act to the extent permitted by applicable law.
  11. CLIENT PAYMENTS ON SERVICE CONTRACTS For Collaborations with fee Contracts, Client becomes obligated to fund escrow immediately upon sending a fee offer (for the full amount). Client automatically and irrevocably authorizes and instructs CollaborUP or its Affiliates, to charge Client’s Payment Method for the Influencer Fees, when the Collaboration Status results to be “Completed” after having reached the Collaboration Completion process requirements explained at point 5 of the Influencer Compensation paragraph.
  12. DISBURSEMENTS TO INFLUENCERS Under the relevant Escrow Instructions, CollaborUP Escrow disburses funds that are available and payable to an Influencer automatically whithin 5 working days after the Collaboration status turned into Completed. Influencer Fees become available to Influencers following the expiration of the dispute security period established on five days. The security period begins after Influencer submit all the requested files and files on the Completion process. Notwithstanding any other provision of the Terms of Service or the Escrow Instructions, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the Site or the Terms of Service, including by committing or attempting to commit fraud or other illicit acts on or through the Site, such as tampering and modifications of the uploaded screenshots or removing the post, CollaborUP Escrow may refuse to process or may hold the disbursement of the Influencer Fees and take such other actions with respect to the Escrow Account as we deem appropriate in our sole discretion and in accordance with applicable law. Without limiting the foregoing, CollaborUP Escrow, in its sole discretion and to the extent permitted by applicable law, may also refuse to process or may hold the disbursement of the Influencer Fees or any other amounts and offset amounts owed to us if: (a) we require additional information, such as Influencer’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Influencer Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Influencer Fees is no longer necessary, CollaborUP Escrow will release such hold as soon as practicable. In addition, notwithstanding any other provision of the Terms of Service or the Escrow Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Influencer, despite our provision of the Site Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing CollaborUP Escrow to (and CollaborUP Escrow will have the right to) charge the applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Site and Site Services and close your Account.
  13. NO RETURN OF FUNDS
    Client acknowledges and agrees that CollaborUP will charge Client’s designated Payment Method for the Influencer Fees incurred as described in the applicable Escrow Instructions and the charge or debit is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Influencer Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that CollaborUP or its Affiliates may dispute or appeal the chargeback and institute collection action against Client and take such other action it deems appropriate.
  14. PAYMENT METHODS
    In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.
    Client hereby authorizes CollaborUP, Zetaworks srls, to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment consistent with our Privacy Policy, and to charge Client’s credit card (or any other Payment Method) for the Influencer Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.
    By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on Upwork; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
    Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, CollaborUP is not liable to any User if Upwork does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. CollaborUP will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow Instructions.
  15. EURO AND FOREIGN CURRENCY CONVERSION
    The Site and the Site Services operate in EURO. If a User’s Payment Method is denominated in a currency other than Euro and requires currency conversion to make or receive payments in Euro, the Site may display foreign currency conversion rates that CollaborUP, CollaborUP Escrow, or our Affiliates currently make available to convert supported foreign currencies to Euro. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Each User, at its sole discretion and risk, may authorize the charge, debit, or credit of its Payment Method in a supported foreign currency and the conversion of the payment to Euro at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in Euro and CollaborUP or its Affiliates, as applicable, does not support the foreign currency or the User does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, CollaborUP Escrow or one of our Affiliates will charge, debit, or credit the User’s Payment Method in Euro and the User’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by the User’s Payment Method provider. The User’s Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. The User’s authorization of a payment using a foreign currency conversion rate displayed on the Site is at the User’s sole risk. CollaborUP and our Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than Euro. CollaborUP, CollaborUP Escrow and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments to and from the Escrow Account.
  16. INSTRUCTIONS IRREVOCABLE
    On the occurrence of a Release Condition, Client and Influencer are deemed to and hereby agree that the instruction to CollaborUP Escrow and its wholly owned subsidiaries to release funds is irrevocable. Without limiting the foregoing, Client’s instruction to CollaborUP Escrow and its wholly owned subsidiaries to pay a Influencer is irrevocable. Such instruction is Client’s authorization to transfer funds to Influencer from the Client Escrow Account or authorization to charge Client’s Payment Method. Such instruction is also Client’s representation that Client has received, inspected and accepted the subject work or expense. Client acknowledges and agrees that upon receipt of Client’s instruction to pay Influencer, CollaborUP Escrow will transfer funds to the Influencer and that CollaborUP and other Affiliates have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of services described in this Agreement, Client agrees that once CollaborUP Escrow or its subsidiary has charged Client’s Payment Method, the charge is non-refundable.

REFUNDS AND CANCELLATIONS

Client and Influencer are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If there are no funds in escrow, Client or Influencer can cancel the contract at any time by clicking to close the contract. If funds are held in escrow, refunds and cancellations must be initiated by Client or Influencer by following the steps below.
5.1 CANCELLATION BY INFLUENCER
If Influencer wants to cancel a Collaboration request with funds held in escrow, Influencer must click to cancel the request. When Influencer clicks to cancel the request, Influencer and Client agree that CollaborUP Escrow is authorized and irrevocably instructed to immediately release to Client all Escrow funds associated with the collaboration contract.
5.2 CANCELLATION BY CLIENT
If Client wants to cancel a contract with funds held in escrow, Client must click to cancel the collaboration. If the cancellation occurs at least 7 days before the scheduled Collaboration date, Influencer and Client agree that CollaborUP Escrow is authorized and irrevocably instructed to immediately release to Client all Escrow funds associated with the collaboration contract. If the cancellation occurs within 7 days the scheduled Collaboration date, Influencer must either click to approve or dispute the Client’s cancellation within 3 days. If Influencer approves the cancellation, Freelancer and Client agree that CollaborUP Escrow is authorized and irrevocably instructed to immediately release to Client all escrow funds associated with the contract. If Influencer takes no action within 3 days from the date notification of the cancellation is sent to Influencer, Influencer and Client agree that CollaborUP Escrow is authorized and irrevocably instructed to immediately release to Client all Escrow funds associated with the contract. If Influencer disputes the cancellation, Influencer and Client will be offered CollaborUP Dispute Assistance (as defined in Section below).

DISPUTE ASSISTANCE PROGRAM

If Client and Influencer fail to come to a mutual resolution by way of the Refund and Cancellation process as stated in Section above, CollaborUP provides this Dispute Assistance Program as a mechanism to resolve the Dispute.
CollaborUP will first attempt to assist Client and Influencer by reviewing the Dispute and proposing a mutual, non-binding resolution.
  • The CollaborUP Disputes team will notify Client and Influencer via ticket by providing a notice of dispute along with a request for information and supporting documentation (if any) on support.collaborup.com
  • Once a dispute is opened, you have 20 days to work to respond and provide the required documentation. If neither Client nor the Influencer provide documentation during the 20-day window, it will be closed automatically.
  • If one part doesn’t respond, the claim will automatically close in the the other part’s favor, and a full refund will be issued.
  • If both Client and Influencer respond to the notice and request for information, then the Disputes team will review the documentation submitted and any information available on the Site that pertains to the Dispute. After review, the Disputes team will propose a mutual resolution based on the results of the review. This process usually takes about 30 days, but more complex cases could take longer than 30 days.
  • If Client and Influencer agree in writing to the proposed resolution, Client and Influencer agree that CollaborUP Escrow is authorized and irrevocably instructed to immediately release Escrow funds in accordance with the proposed resolution.
  • Funds may be temporarily unavailable when a dispute is filed. This hold will stay in place while Client, Influencer and CollaborUP work to resolve the dispute.

NON-CIRCUMVENTION

  1. MAKING PAYMENTS THROUGH CollaborUP
    You acknowledge and agree that a substantial portion of the compensation CollaborUP receives for making the Site available to you is collected through the Service Fee. CollaborUP only receives this Service Fee when a Client and a Influencer pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you agree to use the platform as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “CollaborUP Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User.
    Except if you pay the Opt-Out Fee (see Section below), you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to:
    • Submit proposals or solicit parties identified through the Site to contract, hire, work with, or pay outside the Site.
    • Accept proposals or solicit parties identified through the Site to contract, invoice, or receive payment outside the Site.
    • Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users.
    • Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments off the Site.
    You agree to notify CollaborUP immediately if a person suggests to you making or receiving payments outside of the Site in violation of this Section. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to CollaborUP by sending an email message to: reports@collaborup.com.
    If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.
  2. OPTING OUT
    You may opt-out of the obligation in Section 7.1 with respect to each CollaborUP Relationship only if the Client or prospective Client or Influencer pays CollaborUP an opt-out fee for each such relationship (the “Opt-Out Fee”).
    The Opt-Out Fee is computed as follows
    (a) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, on the amount calculated in (b), from the date Client first makes payment to the subject Influencer until the date the Opt-Out Fee is paid; and
    (b) the greater of:
    (i) €3,500; or
    (ii) 25% of the anticipated annualized salary or wages for one year if the Client offers Influencer employment directly; or
    (iii) all Service Fees that would be earned by CollaborUP from the CollaborUP Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Influencer from Client during the most recent normalized 8-week period, or during such shorter period as data is available to CollaborUP;
    (iv) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to uncertainty or lack of sufficient information, then CollaborUP and you agree that fee shall be €3,500; if only one of (ii) or (iii) can be ascertained, then CollaborUP and you agree that amount shall be used if it is greater than €3,500.
    To pay the Opt-Out Fee, you must request instructions by sending an email message to admin@collaborup.com
    If CollaborUP determines, in its sole discretion, that you have violated Section 7, CollaborUP or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of Upwork’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

CollaborUP Fees

  1. SERVICE FEES FOR Influencers

    Influencers pay CollaborUP a Service Fee for the use of the Platform. CollaborUP charges 15% service fees to Influencers, for using the Site’s communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services. CollaborUP Escrow will credit the Influencer for the amount paid by the partner, and subtract and disburse to CollaborUP the Service Fee. Influencer hereby irrevocably authorizes and instructs CollaborUP Escrow to deduct the Service Fee from the Influencer Escrow Account and pay CollaborUP on Influencer’s behalf. In the event the Influencer chooses to withdraw funds in a currency other than Euro, there may also be a there may also be a foreign currency conversion charge; the rate may differ from rates that are in effect on the date of the payment and you may be able to obtain a better rate from your bank or financial institution.

    By clicking to accept the Terms of Service on the Site or by continuing to use the Site or the Site Services on or after the effective date noted above, you accept and agree to this Agreement. To the extent permitted by applicable law and except as otherwise provided in the Terms of Service, we may modify this Agreement without prior notice to you, and any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. However, we will provide advance notice of any increase in prices or fees affecting current Users. Please check the Site often for updates.

    5.2 GOLD MEMBERSHIP FEES

    Influencers pay CollaborUP a membership fee if they subscribe for a paid membership and may purchase “Gold Plan”. Influencers may subscribe to different levels of participation and privileges on the Site, by payment of subscription fees.

    Gold membership program includes a certain number of “services,” which reserve unlimited capacity for you to submit proposals for Clients’ published Collaborations. Furthermore Gold membership includes the following functionalities: a) opportunity to bring guests on local collaborations if the Client accepts it; b) the possibility to ask a collaboration’s fee; c) be notified for first about new collaborations. Unused Collaboration or plans will not be reimbursed.
    CollaborUP reserves the right to change membership fees, change the monthly number of Collaborations included in each membership program, change the price for the plan or institute new fees at any time, in each case upon reasonable notice posted in advance on the Site. No refunds of fees already paid will be given. If CollaborUP exercises its right to cancel a membership, CollaborUP will not refund the membership fee already paid.
    AUTOMATIC MEMBERSHIP RENEWAL
    You must pay your CollaborUP membership fees through your Mobile application Account. The membership billing period begins on the date that CollaborUP receives payment. CollaborUP membership fees are calculated from the beginning of that billing period. CollaborUP automatically renews your CollaborUP monthly membership, and you irrevocably authorize and instruct CollaborUP to make the required monthly payments to CollaborUP on your behalf. This authorization will remain in full force and effect until you change your settings in your Profile to change your membership plan, otherwise notify us that you wish to revoke your authorization by contacting Customer Support, or cancel your Account.

     

    5.5 VAT AND OTHER TAXES

    CollaborUP may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Influencer (the “Taxes“). In such instances, any amounts CollaborUP is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to CollaborUP under the Terms of Service.

    5.6 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS

    CollaborUP does not introduce Clients to Influencers and does not help Influencers secure Projects. CollaborUP merely makes the Site and Site Services available to enable Influencers to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, CollaborUP does not charge a fee when an Influencer finds a suitable Client or finds a Project. In addition, CollaborUP does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.

Terms for Participating in a Campaign

  1. Influencers must have any of the requirements selected by the brand to be able to Collaborate to a campaign. Requirements can be by: gender, age, audience, engagement rate, reputation, category, sector, experience level.
  2. The relevant Brand is solely responsible for reviewing and approving all the Collaboration Requests coming from all the influencers to its Campaign, nor is CollaborUP liable in any way for the acceptation of a collaboration request.
  3. Contents must adhere to the requirements contained in these Terms of Use, the House Rules and any additional requirements imposed by Brands as part of a Campaign and advised to Influencer at the time of submitting the Collaboration request for approval (Dos and Don’ts). Influencers who do not comply with this condition may be removed from the CollaborUP Platform at CollaborUP’s absolute discretion.
  4. Influencers must clearly disclose in sponsored Posts their relationship with the Brand. CollaborUP requires that you make such disclosures in such a way so that it is clear to the ordinary consumer viewing your Channels that there is a commercial relationship between Influencer and the Brand. This may be achieved through the prominent use of hashtags such as #advertisement, #adv or #ad or through other means suitable to your particular circumstances, Community and Channels. CollaborUP reserves the right, but is in no way obliged, to review and monitor the disclosure practices of all Influencers in relation to particular Posts or your Channels generally and to require greater levels of disclosure (at CollaborUP’s sole discretion) in particular Posts or across your Channels generally or, if you do not agree to the required levels of disclosure, to remove you from the CollaborUP Platform. Influencers in the USA should have regard to the Federal Trade Commission’s Endorsement Guides available at: https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking.
  5. Influencers must not misrepresent the size of their audience or their numbers of followers or engagement. Followers must be obtained organically and not through unethical or unsportsmanlike behavior such as (but not limited to), purchasing followers, likes or engagement.  In the event that CollaborUP suspects (in its sole discretion) that Influencers are not complying with the requirement for followers to be authentic and organically grown, CollaborUP reserves the right to remove Influencers from the CollaborUP Platform.
  6. You warrant, in respect of each Post and all Paid Content you upload to the Application or publish to a Channel, that:
    1. you are aged over 16 years or over 13 years and have your parent or legal guardian’s consent;
    2. for Influencers aged over 16 years, if your Post or Paid Content features children aged 16 or younger, that you are the parent or legal guardian of those children;
    3. for Influencers aged 13 years to 16 years, that you have your parent or legal guardian’s consent and that your Post or Paid Content does not feature other children aged 16 years or younger;
    4. you own the Intellectual Property Rights in the relevant Post and have the right, as applicable, to licence the Post to CollaborUP and the Brand in the manner set out in these Terms of Use or to sell the Paid Content to CollaborUP for use by CollaborUP, the Brand or any third party in the manner set out in these Terms of Use;
    5. the relevant Post or Content does not violate the privacy rights, contract rights or other rights (including Intellectual Property Rights) of any person, corporation or entity;
    6. the relevant Post or Paid Content does not contain any misrepresentation or suggestion that you or any entity has the approval or sponsorship of any other entity which you or it does not have;
    7. any and all opinions and views stated in the relevant Post or Paid Content are genuinely held by you;
    8. and any and all statements in the relevant Post or Paid Content regarding your use and experience of the Brand or the Brand’s products or services are true and correct and representative of your opinion regardless of whether you are paid for such content or not, and fairly represent your use and experience and you will promptly notify CollaborUP if your opinion of the Brand changes from that which you have expressed to date;
    9. the relevant Post or Paid Content does not contain any representations or material which you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive;
    10. the relevant Post or Paid Content is original and does not contain materials that have been previously broadcast, streamed, published, posted onto any social media channel, or otherwise communicated to the public by you in any way and does not contain materials that have been used in previous marketing materials or promotions for any third party or which otherwise infringe the rights of any third party;
    11. if the relevant Post or Paid Content includes any Third Party Material (including music or personality/talent rights), that all such Third Party Material and any associated licence terms or use limitations have been fully disclosed to CollaborUP and the Brand;
    12. if you are a member of any guild, union or industrial organisation, you have not entered into any other agreement, arrangement or understanding which would or may prevent or limit you from adhering to these Terms of Use, performing your obligations or granting the rights and benefits set forth herein, or result in a conflict of interest;
    13. if the relevant Post or Paid Content contains images or references to third parties or third party property, including music, that the third party (or third party property owner) has been informed and agrees in writing that such images, property or references may be included in the Post or Paid Content and used by CollaborUP, the Brand or any other third party in accordance with these Terms of Use without remuneration or compensation to the third party (or third party property owner) for the purpose of promoting CollaborUP, the Brand or any other third party in any media and in perpetuity and you do not need to obtain any licenses from any third party or pay royalties to any third party with respect to the Post or Paid Content;
    14. the use of the Post or Paid Content and the exercise of the Intellectual Property Rights in the relevant Post or Paid Content by the Brand and CollaborUP will not infringe any legal rights, copyright or other Intellectual Property Rights of any person or entity nor give rise to a liability to pay compensation.
  7. You acknowledge and agree that the Brand and CollaborUP has the right at any time to moderate any Post after publication to a Channel and that you will immediately make any reasonable modification or amendment requested by CollaborUP or the relevant Brand to the Post, subject to compliance with these Terms of Use and the House Rules. You also acknowledge and agree that if you post an incorrect Post, the Brand or CollaborUP may request that you post the correct approved Post and that you will immediately comply with such a request.
  8. You acknowledge and agree that the Brand and CollaborUP has the right at any time to request that you remove any approved post from your Channels and that you will comply with such a request immediately upon receipt of notification, subject to Payment in full to you of the Post Fee in accordance with these Terms of Use.
  9. CollaborUP and the relevant Influencer and Brand acknowledge and agree that any necessary public relations announcements regarding the removal or modification of a Post, as the case may be, will be agreed by CollaborUP and the relevant Influencer and Brand before publication.

Influencer Marketing Campaigns – Rights in Posts

  1. All right, title and interest in all Intellectual Property Rights in Posts will remain or be vested in the Influencer. Nothing in these Influencer & Brand Terms of Use will be taken to constitute a transfer, assignment or grant of any ownership rights in the Posts to any other party, including CollaborUP or the Brand.
  2. In consideration of Exchange or Payment of the Collaboration Fee, the Influencer agrees to grant in respect of each and every Post:
    1. to CollaborUP (and its agents) the right to edit and re-format the Post into such formats or versions for use by CollaborUP in such media as CollaborUP requires in accordance with this clause
    2. to CollaborUP (and its agents):
      1. a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable licence to use the Post for the purpose of marketing and promoting CollaborUP (and its products and services) in any manner, without further notification to or consent of the Influencer or any further compensation payable to the Influencer;
      2. the right to use the Influencer’s Identity and performances in the Post and to communicate the Post to the public in all languages, in all media including but not limited to: all online paid media (including but not limited to digital banners); in all online owned media (including but not limited to the website of CollaborUP and internal communications of CollaborUP); in all social media (including but not limited to the social media channels of CollaborUP); and in any earned media or public relations activity published by a third party (including but not limited to print, digital and/or social media).
    3. to the relevant Brand (and its agents):
      1. the right to organically share, comment upon and organically re-post the relevant Post in the social media channel upon which the Post was published, for a period of thirty (90) days expiring at 11:59pm on the nintieth day after the Post was first published; and
      2. the right to use the Influencer’s Identity and performances in the Post and to communicate the post to the public in accordance with conditions above and in any earned media or public relations activity published by a third party (including but not limited to print, digital and/or social media).
  3. You acknowledge and agree that the relevant Brand will not be required to remove from its social media channels any Post or any comment, share or re-post of a Post after the period in condition has expired.
  4. As an Influencer, in respect of each Post, you consent to the relevant Brand and its successors, licensees, and assigns, and anyone authorised by them, changing, copying, adding to, taking from, adapting or translating, in any manner or context or doing any other act in respect of the Post notwithstanding that such conduct may infringe your moral rights or performer’s rights (or similar laws in any territory or jurisdiction) in the Post, and, to the extent possible, your grant a waiver of all moral rights and performer’s rights in each Post.

Collaboration’s Request

  1. Collaboration’s Request give the opportunity to Influencers to freely candidate to an Influencer marketing campaign submitted by a brand.
  2. Accepting a Request is absolutely and unconditionally assigned to a Brand at its sole discretion.
  3. Influencers acknowledge and agree that after sending a Request you irrevocably give to the Brand the right to accept it, decline it or negotiate it if a fee was set up.
  4. If a Brand accept an influencer request, the influencer is committed to follow the campaign’s instructions and finish the job.
  5. Influencers unconditionally and irrevocably renounce to any kind of action against the refusal of a request by a brand.
  6. Brands acknowledge and agree to the charge due to the acceptation of any collaboration request as explained at the Payment Terms for Brand section.

Negotiation

  1. Negotiation give the opportunity to brands and influencers to find a deal regarding the amount to assign to a collaboration fee.
  2. The brand can discretionary launch a collaboration based upon a mere exchange or accept to give a compensation to the influencer.
  3. Brand will discretionary decide the amount to apply to the collaboration’s fee.
  4. Influencer, during the collaboration booking process, can accept the amount proposed by the brand or set a new price.
  5. Brand, at this point, can accept or change the price of the influencer proposal.
  6. Finally, the influencer can accept or decline the price change.
  7. When accepting, the influencer is committed to finish the job with no further cost request.
  8. You both agree to use the platform as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party as explained in the Non-Circumvention section.

Influencer Restraints

  1. As an Influencer, you agree that you will not:
    1. delay posting your Post, no later than 48 hours after receiving the product or after the local collaboration date (unless the Brand stipulates a different timeline);
    2. for a period of five (6) hours after a Post is published, post, share, re-tweet or re-gram any other posts or content to that Channel where the effect of publishing such additional posts or content would be to reduce the prominence of the Post;
    3. remove the Post from your Channels for a period of 30 days after the Post is published, expiring at 11:59pm on the thirtieth calendar day after the Post is published;
    4. edit any approved Post before or after it has been published other than in accordance with these Terms of Use;
    5. parody, disparage, give any adverse comment or make fun of the Brand or its products of services generally in any way;
    6. create any contextual or surrounding posts or other material on a Channel that in any way detracts from, dilutes the effect of, or undermines a Post or the Brand or its products or services;
    7. grant any further rights in a Post to a Brand without the written permission of CollaborUP and appropriate fees being negotiated on a reasonable basis. CollaborUP will charge a reasonable service fee for negotiating any use extensions between you and a Brand; and
    8. accept or attempt to negotiate with a Brand more than one Post per Post Fee.
  2. You acknowledge that the restrictions contained in the clause above are reasonable in scope and duration having regard to the interests of the Brand and CollaborUP and that these Terms of Use go no further than is reasonably necessary to protect the interests of the Brand and CollaborUP.

Influencer Relationship with CollaborUP and the Brand

  1. As an Influencer, you will at all times perform your obligations and provide Posts or Contents to CollaborUP and the Brand as an independent contractor and not in the capacity of an employee, partner or agent or in any other capacity. You agree that neither CollaborUP nor the Brand will be obliged to pay to you or recover from you any amount as a result of you being deemed to be an employee of either CollaborUP or the Brand, including in respect of annual leave, superannuation, withholding tax, income tax, workers compensation contributions or any similar payments or deductions.
  2. You agree that you must not at any time claim or assert that any portrayal, representation, impersonation or depiction of you in the Posts constitutes a violation of any of your rights, including any right of privacy, publicity, false light or a right to bring proceedings for defamation, whether such portrayal, representation, impersonation, depiction or exploitation is by the Brand, CollaborUP or any their respective successors or licensees. You hereby release the Brand, CollaborUP and their respective agents, employees, successors and licensees, from any and all claims by you or under your authority arising out of or in connection with any portrayal, representation, impersonation or depiction of you under these Terms of Use.
  3. You acknowledge that CollaborUP has not made any guarantees in respect of the success of a Post or that a Post will be approved by a Brand or in respect of your business or commercial performance or otherwise.
  4. You agree that you (and your agents) will not negotiate terms or payment from Brands outside the CollaborUP Platform. Any attempt to circumvent the CollaborUP Platform may result in the removal of you from the CollaborUP Platform in CollaborUP’s sole discretion.

Terms for Brand Accounts

  1. To register a Brand Account, you must access Campaign Builder and log in in the manner required, including providing your full name, email address, telephone number and password, and selecting your preferred payment method (paypal or credit card) and providing payment details where requested. You will not be charged to create a Brand Account. You will only ever be charged at the checkout of the Campaign Builder based on what type of campaign you chose. If you are using the CollaborUP Platform on behalf of a Brand, you represent and warrant that you are authorized to accept these Terms of Use on such entity’s behalf.
  2. CollaborUP has the right to cancel, suspend, restrict services to and/or terminate a Brand’s account if CollaborUP believes (in its sole discretion) that the Brand is not using the CollaborUP Platform in a fair and reasonable way, or are attempting to use the CollaborUP Platform in a way which does not treat the Influencers or the CollaborUP Platform in a fair and reasonable way and/or in accordance with the purposes for which the CollaborUP Platform were intended.

Payment Terms for Brands

  1. CollaborUP may, at its sole discretion, change the prices of collaboration requests or campaigns. You will be notified about any change.
  2. Brands are able to pay through two types using Campaign Builder: Pay per Campaign and Pay per Influencer.
  3. You must pay all charges in the manner set out in Campaign Builder or as otherwise advised by CollaborUP in writing from time to time. If no manner for payment is stated, the payment must be made by Paypal or credit card using a provider authorised by CollaborUP. CollaborUP reserves the right to charge a credit card surcharge.
  4. In relation to Pay per Influencer at campaign builder checkout, you will able to pay for each influencer you think you will involve in your campaign. The total paid will be totally filled into your Virtual Wallet. You will pay for each single Collaboration’s Request you will accept. Once you accept an Influencer Collaboration’s request, you authorise us to debit the fee to your Virtual Wallet that is based on the influencer audience size as follow: local 1,99 €, micro 4,99 €, macro 19,99 €, mega 29,99 €, star 39,99 €.
  5. In relation to Pay per Campaign, you will pay one-time at the Campaign builder checkout based on the selected influencers category you would like to involve in your Campaign. In this case you can accept unlimited collaboration’s request free of charges.
  6. In relation to Pay the Influencer’s fee, you will be able to pay it once you accept an influencer collaboration’s request that is marked “with fee”, or after negotiating the fee for that request. We add a commission of 5% to the influencer’s fee. Payment is admitted through Paypal or credit Card.
  7. You agree to pay CollaborUP all fees and charges made to your Brand Account for agreed Post Fees and Paid Content Fee and use of the CollaborUP Platform, in accordance with these Terms of Use.
  8. If you fail to pay any charges or we are unable to successfully process your payment of any charges (as applicable), we reserve the right to charge a late payment fee calculated at a rate of ten percent (10%) per annum but no less than €10.00 per month. This amount represents a genuine and reasonable estimate of such costs and expenses associated with managing and processing late payments. We also reserve the right to withdraw credit facilities (where applicable) at any time or to remove your access to the CollaborUP Platform. You may also be liable to pay interest on any amount outstanding at the ATO Benchmark interest rate (Australia) or Statutory rate (UK)]on the date the payment becomes due and you may also be responsible for all reasonable expenses incurred by us as a result of such late payment (including but not limited to costs incurred by us to recover any unpaid amounts). Without limiting our rights, in the event you fail to pay any charges within the timeframe and in the manner required, we reserve the right to suspend or terminate your access to the CollaborUP Platform or to suspend or terminate any current Campaigns.
  9. If CollaborUP is required to collect indirect taxes (such as sales tax, value-added tax, withholding tax, etc.) under the laws of your state or country of residence, you shall be liable for payment of any such indirect tax. You may be required to self-assess such taxes under the applicable laws of your country or residence.

Virtual Wallet

  1. Virtual Wallet: You may check your account balance in your profile at any time. If you exceed the total of collaboration’s requests than what you paid for at the Campaign Builder checkout, then you will be able to top-up your account. To top-up your account go to ‘My Wallet’ in your profile.
  2. The validity period of your balance starts when you pay at the campaign builder selecting Pay per Influencer, and ends when you finish completely your balance.
  3. You cannot directly withdraw the balance from your wallet, but note: your balance never expire, so you can use it anytime.
  4. The balance of your account can only be used to pay the collaboration’s request fees and can’t be used to pay deposits or transfer and give money to others.
  5. The balance will be used to pay on a priority base.
  6. For the unused Balance you can ask a refund by wire transfer sending your request to finance@collaborup.com.
  7. You acknowledge and accepts that CollaborUP can at anytime freeze or close your account and any other related account.

Terms for Campaigns

  1. CollaborUP in its sole discretion reserves the right to reject Campaigns that do not comply with these Terms of Use.
  2. You agree that you will not negotiate terms or payment to Influencers outside the CollaborUP Platform. Any attempt to circumvent the CollaborUP Platform may result in the removal of the Brand from the CollaborUP Platform in CollaborUP’s sole discretion. 
  3. You must not attempt to instruct, coerce or manipulate Influencer to hide the commercial relationship between the Advertiser and the Influencer. Such attempts may result in Brand being immediately removed from the CollaborUP Platform.
  4. You warrant that:
    1. you own the Intellectual Property Rights in Content you upload to the CollaborUP Platform and have the right to licence the Content to CollaborUP and Influencers in the manner set out in these Terms of Use; or
    2. you have the right to licence the Content to CollaborUP and Influencers in the manner set out in these Terms of Use; and
    3. you will not encourage or facilitate any misrepresentation or suggestion that the Brand or any entity has the approval or sponsorship of any other entity which the Brand or entity does not have;
    4. any Content you upload to the CollaborUP Platform does not contain any representations or material which you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive; and
    5. where the Paid Content or Posts include Third Party Material, you will strictly comply with any use limitations notified to you in respect of the Third Party Material and will obtain all licences required for your intended use of the Post or Paid Content prior to use of such Post or Paid Content, including obtaining any licences required with respect to Third Party Material.
  5. In the event an Influencer meets the requirements outlined in a Campaign and you approve the collaboration’s request, you will not deny Payment to CollaborUP for the collaboration’s fee. CollaborUP will make payment of the Influencer’s fee within 48 hours after receiving Payment of the Brand Fee from you, unless the Influencer has otherwise breached these Terms of Use or the House Rules. CollaborUP is not responsible for identifying any breach of these Terms of Use or the House Rules by an Influencer.
  6. Brand agrees that CollaborUP is not responsible for any aspect of the Brand’s Content to be reviewed, shared, sponsored or advertised by Influencers. Brand acknowledges and agrees that CollaborUP is not responsible or liable for the content of any Post.
  7. Brand acknowledges that Influencers are independent third parties and not directly controlled by CollaborUP. As a consequence, any Posts will inherently risk negative or unflattering comments about Brand’s content, products or services. Brand specifically acknowledges and agrees that CollaborUP has no control over any Post that may be published and that Brand is solely responsible (and assumes all liability and risk) for determining whether such Post are acceptable and appropriate to the Brand.
  8. Brand agrees that upon notice from CollaborUP or if Brand learns that any Content is subject to an actual or threatened claim of infringement, violation of another right, or other claim, or if CollaborUP removes any Content for any reason and gives the Brand notice of such removal, the Brand will remove such Content from its computer systems and storage devices and will, to the extent possible, cease use of such Content. CollaborUP shall, where possible, endeavor to source comparable Content (to be determined by CollaborUP in its reasonable commercial judgement) free of charge, but subject to these Terms of Use and a comparable Rights Licence.
  9. You acknowledge that CollaborUP has not made any warranties in respect of the success of any Campaign in respect of your business or commercial performance or otherwise of any Post, Campaign, Channel or other media, marketing communications channel, marketing or advertising campaign, promotion or advertisement.

CollaborUP’S INTELLECTUAL PROPERTY

  1. All CollaborUP Materials on the CollaborUP Platform are protected by all applicable laws including copyright and trade mark laws unless otherwise specifically noted and may not be used except as permitted in these Terms of Use. Nothing in these Terms of Use will be taken to constitute a transfer, assignment or grant of any ownership rights in any Intellectual Property Rights in the CollaborUP Materials to a Brand or Influencer.
  2. All right, title and interest in all Intellectual Property Rights in all of CollaborUP’s brands, logos, images, buttons, codes, layout, text, content and products and services as displayed on the CollaborUP Platform (the “Brand Features”) are the property of CollaborUP and will remain or be vested in CollaborUP at all times. Your use of the CollaborUP Platform will not under any circumstances be taken to constitute a transfer, assignment or grant of any ownership rights in any of the Brand Features or the CollaborUP Platform. CollaborUP, on a case by case basis and to the extent required, grants to you a limited, non-exclusive licence to use the Brand Features solely for the purpose, and to the extent necessary, to enable you to use the CollaborUP Platform.

COPYRIGHT INFRINGEMENT POLICY & COMPLAINTS

  1. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws, CollaborUP has adopted a policy of terminating, where appropriate and at CollaborUP’s discretion, access to the CollaborUP Platform for account holders who infringe the intellectual property rights of CollaborUP or any third party.
  2. If you believe that any material on the CollaborUP Platform infringes upon any copyright that you own or control, you may file a notification of such infringement with us at the following details:

Copyright Agents

Studio Legale Mineo e Pirrone

Avv. Giuseppe Macchi

Studio Legale Petrone

Avv. Andrea Petrone

legal@zetaworks.it

 

INFLUENCER & BRAND REPRESENTATIONS AND WARRANTIES

  1. Influencers and Brands participating in the CollaborUP Platform warrant, represent and covenant that:
    1. all information you provide to CollaborUP upon registering for an Account is true, accurate and complete and not misleading;
    2. any third-party social media accounts to which you link are:
      1. your own accounts;
      2. if the Account refers to a Brand, that you are the authorised representative of the Brand with the right to access its social media accounts and represent its interests; and
      3. if the Account refers to an individual other than you, you are the authorised representative of that individual with the right to access his or her social media accounts and control his or her interests;
    3. You have the right and authority to create an Account and agree to these Terms of Use and the House Rules, including, where relevant, the authority of any Brand or individual to create an Account, agree to these Terms of Use and to use the CollaborUP Platform on its or his or her behalf;
    4. You are authorised to submit Content, as applicable, in the manner invited via the CollaborUP Platform;
    5. any Content you submit to the CollaborUP Platform will not contain anything that;
      1. is illegal or contrary to any laws, applicable industry code or the requirements or directions or relevant regulators;
      2. is copied or adapted either wholly or substantially from any other work or material;
      3. is indecent, obscene, threatening, discriminatory, harassing, in breach of any confidence, defamatory, offensive or objectionable or contains, depicts or alludes to or promotes aggressive, unruly, antisocial, lewd or illegal behaviour or sexually suggestive imagery;
      4. parodies, disparages or makes fun of CollaborUP or its products of services or CollaborUP generally in any way;
      5. solicits passwords or personal information for commercial or unlawful purposes or provides any telephone numbers, street addresses, last names, URLs or email addresses (unless part of a Campaign);
      6. promotes an illegal or unauthorised copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated materials;
      7. involves the transmission of junk mail, chain letters, unsolicited mass mailing or spam; or
      8. infringes the privacy rights, contract rights or other rights (including Intellectual Property Rights) of any person, corporation or entity;
      9. constitutes, encourages or provides instructions for any criminal offence, violates the rights of any party, or otherwise violates any Laws including, without limitation, the regulations of any stock or securities exchange such as the New York Stock Exchange; or
      10. contains any viruses, corrupted data or other harmful or malicious code of files.

ACKNOWLEDGEMENTS

  1. The Brand and the Influencer acknowledge that:
    1. neither the Influencer nor CollaborUP is required to purchase any of the Brand’s products or services;
    2. Brand may, in its sole discretion, arrange to send an Influencer a sample product. Influencer may request a Brand to send a sample product, but Brand is under no obligation to do so;
    3. CollaborUP will not be responsible or liable in any way for late delivery or non-arrival or any products sent from a Brand to an Influencer. Address provided by Influencer through the CollaborUP Platform is not verified by CollaborUP;
    4. if Brand sends a sample product to an Influencer, there is no guarantee that the Influencer will submit a Post about the product or that any post submitted will be positive. All product reviews must reflect the Influencer’s genuinely held beliefs;
    5. if an Influencer chooses to purchase a product, there is no guarantee that Influencer’s Post(s) about the product will be approved by the Brand;
    6. a product, service or other non-monetary arrangement cannot be offered or used as partial or full payment by a Brand for an Influencer’s Post;
    7. nothing in these Terms of Use grants to the Brand any ownership rights in the Intellectual Property Rights in the Posts or the Influencer’s Identity;
    8. nothing in these Terms of Use grants to the Influencer any ownership rights in the Intellectual Property Rights of the Brand; and
    9. nothing in these Terms of Use requires the Brand to make use of any of the rights granted to the Brand by the Influencer under this Agreement.

INDEMNIFICATION

  1. You agree to indemnify, and must defend and hold harmless, CollaborUP and its related bodies corporate, personnel, servants and agent, from and against any claims, liabilities, damages, losses and expenses (including reasonable legal fees) arising out of or in any way connected with any of the following (including as a result of your direct activities on the CollaborUP Platform):
    1. your Content or access to the CollaborUP Platform;
    2. your use or inability to use the CollaborUP Platform;
    3. your breach or alleged breach of these Terms of Use, the House Rules or any of the warranties or covenants given or made by you;
    4. your claim against a Brand for any reason;
    5. your claim against an Influencer for any reason;
    6. any claim by any third party (including any other brand or influencer) arising directly or indirectly from you breach of any of the provisions of these Terms of Use or House Rules;
    7. any claim or allegation that your Content infringes a third party’s rights, including Intellectual Property Rights.
    8. your violation of any applicable laws, rules or regulations; and
    9. any misrepresentation made by you.

LIMITATION OF LIABILITY

  1. In using the CollaborUP Platform, you may be exposed to Content that is harmful, obscene, misleading or inaccurate. Under no circumstances will CollaborUP be liable in any way for any Content, including but not limited to any errors or omissions in such Content or any loss or damage of any kind incurred as a result of any use of Content posted, transmitted or otherwise made available via the CollaborUP Platform.
  2. Any liability of CollaborUP to a Brand in connection with these Terms of Use, the House Rules or the Brand’s use of the CollaborUP Platform, regardless of the form or cause of action be it in contract, warranty, tort, negligence or any other basis, shall be limited to the amount actually paid by the Brand to CollaborUP for the services related to the Brand’s most recent Campaign. CollaborUP shall not be liable to Influencers for damages of any kind arising out of the Influencer’s use of the CollaborUP Platform. Without limiting their foregoing, in no event shall CollaborUP or any of its directors, associated entities, successors in title, licensees or assigns or employees or agents be liable for any direct, indirect, special, incidental, consequential (including but not limited to loss of profits, loss of business revenue or loss of goodwill), punitive or exemplary damages, arising out of, or in connection with, the CollaborUP Platform, these Terms of Use, the House Rules, or any Post, Content or Campaign. The foregoing limitations apply whether the alleged liability is based on tort, contract, negligence or any other basis, even if CollaborUP or any other party has been advised of the possibility of such damages. This limitation of liability includes, without limitation, any damages caused by or resulting from reliance by a user on any information obtained from CollaborUP, or that results from mistakes, omissions, interruptions, deletion of files or emails, errors, defects, viruses, delays in operation, or any failure of performance, whether or not resulting from acts of God, communication failures, theft or destruction or unauthorized access to CollaborUP’s records.

DISCLAIMER

  1. This entire clause does not apply to any Consumer Guarantee under the Italian Consumer Law and does not apply to any liability of CollaborUP’s for failure to comply with a Consumer Guarantee under the Italian Consumer Law. Nothing in these Terms operates to exclude any liability for death or personal injury caused by negligence, nor for fraud, nor for any Consumer Guarantee under Italian Consumer Law. Whilst CollaborUP endeavours to take all reasonable steps to ensure that the CollaborUP Platform operates as expected, the CollaborUP Platform and its entire contents are provided on an “as is” and “as available” basis without any warranties of any kind either expressed or implied, to the fullest extent permissible pursuant to applicable law. CollaborUP disclaims all warranties of merchantability, non-infringement and fitness for a particular purpose. CollaborUP does not make any guarantees and does not provide any undertaking that the CollaborUP Platform will be available at all times or that it will be error free, reliable or secure or free from viruses or other harmful components or that any defects will be corrected. You agree that you use the CollaborUP Platform at your own risk and that CollaborUP disclaims any and all responsibility for any damage or loss that you may suffer or incur as a result of using the CollaborUP Platform, whether they are direct or consequential (including loss of profits, loss of business revenue or loss of goodwill). This includes any loss that results from any interference, malfunction, delays, failures or damage that occurs to your device or that results from accessing, installing, updating or using the CollaborUP Platform. You assume total responsibility for your use of the CollaborUP Platform, including compliance with all applicable road rules and regulations. Subject to the Consumer Guarantees, your sole remedy against CollaborUP for dissatisfaction with the CollaborUP Platform or any content is to stop using the CollaborUP Platform or such Content. This limitation of relief is a part of the bargain between the parties.
  2. If the supply of any goods or services by CollaborUP to a Brand or Influencer constitutes a supply of goods and/or services to a Consumer then subject to the limitation to this clause below and unless the goods and/or services are Consumer Goods or Consumer Services, CollaborUP’s and its affiliates’ and related entities’, its servants’, employees’ and agents’ liability for any breach of these Terms of Use, including any liability for any losses or consequential losses which the Brand or Influencer may suffer or incur because of a failure to comply with a Consumer Guarantee will be limited as CollaborUP may elect in its sole discretion, in the case of services supplied or offered by CollaborUP, to either (a) the supplying of the services again; or (b) the payment of the cost of having the services supplied again or, in the case of goods supplied or offered by CollaborUP, (c) the replacement of the goods or the supply of equivalent goods, (d) the repair of such goods, (e) the payment of the cost of replacing the goods or acquiring equivalent goods, or (f) the payment of the cost of having the goods repaired. This clause does not apply if it is not Fair or Reasonable for CollaborUP to rely on it.

MONITORING

  1. CollaborUP reserves the right to monitor the CollaborUP Platform generally and all Account activity. If your Account shows signs of fraud, abuse or suspicious activity, CollaborUP may close or freeze the Account immediately. CollaborUP retains the right and absolute discretion to suspend or terminate your Account, and/or access to the CollaborUP Platform generally without notice if CollaborUP believes you have abused any privilege accorded to you as a participant in the CollaborUP Platform, supplied misleading information or made any misrepresentations to CollaborUP in connection with the CollaborUP Platform tampered with the CollaborUP Platform in any way, breached these Terms of Use or the House Rules, or engaged in any unlawful or other improper misconduct calculated to jeopardise the proper administration of the CollaborUP Platform. CollaborUP retains the right to remove any Content that it considers breaches these Terms of Use or the House Rules. In the event of termination or suspension of your Account in accordance with these Terms of Use, you will have no further access to your Account for the duration of the suspension or at all in the event of termination. CollaborUP’s legal rights to recover damages or other compensation from you are reserved.

GENERAL TERMS

  1. If the CollaborUP Platform is not capable of running as planned for any reason beyond the reasonable control of CollaborUP, including because of war, terrorism, state of emergency or disaster (including natural disaster), infection by computer virus, bugs, tampering, unauthorised intervention, technical failures or any which corrupt or affect the administration, security, fairness, integrity or proper conduct of the CollaborUP Platform, or if any social media platform alters its terms of service, access or permission in such a way that affects the CollaborUP Platform, CollaborUP reserves the right, in its absolute discretion, to cancel, terminate, modify or suspend the CollaborUP Platform.
  2. If you are domiciled in the United States, its territories and possessions ), these Terms of Use are governed by and are to be construed   according to the laws of the State of New York, without giving effect to its choice of law principles and the parties agree that all actions and proceedings arising out of or relating directly or indirectly to these Terms of Use shall be brought solely and exclusively in the state or federal courts located in the City of New York, New York, and that such courts are convenient forums. Each party hereby submits to the personal jurisdiction of such courts for purposes of any such actions or proceedings.
  3. No additional Influencer, Brand or Media Agency originating agreement or other terms and conditions (including purchase order or insertion order terms and conditions) may be imposed on CollaborUP unless agreed by CollaborUP in writing and, in such case, if any terms and conditions in an Influencer, Brand or Media Agency originating agreement or other terms and conditions are inconsistent with these Terms of Use, these Terms of Use shall prevail to the extent of any inconsistency.
  4. If you are using the CollaborUP Platform on behalf of a legal entity, you represent that you are authorised to enter into an agreement on behalf of that legal entity. These Terms of Use constitute the entire agreement between you and CollaborUP and govern your use of the CollaborUP Platform, superseding any prior agreements between you and CollaborUP. You will not assign any rights or obligations under these Terms of Use, in whole or in part, to any third party without the prior written consent of CollaborUP. CollaborUP may assign its rights or obligations hereunder at its sole discretion.
  5. Any waiver of any provision of these Terms of Use will only be effective if in writing and signed by CollaborUP. If any clause or part of any clause is in any way unenforceable, invalid or illegal, it is to be read down and amended so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from these Terms of Use without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect.

CONTACT AND HELP DETAILS

  1. You may contact CollaborUP via:
Address: Mail (ITALY): ZETAWORKS SRLS, Via Monte Napoleone 18, MI, 20125

Mail (ITALY): ZETAWORKS SRLS, Via Cristoforo Gluck 40, MI, 20125

Mail (ITALY): ZETAWORKS SRLS, Via Castello Ursino 43, CT, 95121

Phone Telephone (ITALY): +39 371 346 4903
Email: support@collaborup.com

INTERPRETATION

  1. The following terms have the following meanings in these Terms of Use:
    • “Account” means a Brand Account or an Influencer Account;
    • “Application” means the CollaborUP Influencer App available for download via https://www.apple.com/itunes/
    • “Brand”, “Client” or “Partner” means any person or entity, or its duly authorised agents or representatives, that use the CollaborUP Platform for the purpose of creating Campaigns;
    • “Brand Account” means an account to use Campaign Builder as defined in paragraph 21.
    • “Brand Fee” means the stated fee payable by a Brand to CollaborUP in respect of an approved Post plus any applicable GST,VAT, Federal Withholding Tax;
    • “Campaign” means an Influencer Marketing Campaign or a Content Only Campaign created by a Brand using Campaign Builder to be opened to Influencers via the Application for the purpose of finding appropriate Influencers to submit Content to the Brand or to submit Content to and publish Posts about the Brand;
    • “Campaign Budget” means the sum money a Brand nominates as the sum it is willing to spend during a Campaign;
    • “Campaign Builder” means the desktop platform for Brands to create Campaigns to be featured on the Application and available at https://business.collaborup.com
    • “Channels” means the social media channels of an Influencer, such as Twitter, Facebook or Instagram.
    • “Community” means an Influencer’s social media following on its Channels.
    • “Content” means a Post, Story, or any other content or materials uploaded to the Channels by a Brand or an Influencer (but excludes any Third Party Material included in a Post or Paid Content that is expressly disclosed to CollaborUP and the Brand)
    • “Dos and Don’ts” has the meaning given in paragraph 35.
    • “Influencer” means a social media influencer who registers to use the Application to create and distribute Posts and receive compensation for such Posts through the CollaborUP Platform.
    • “Influencer Account” means an account to use the Application as defined in paragraph 21.
    • “Influencer Marketing Campaign” means a Campaign created by a Brand using Campaign Builder to be opened to Influencers via the Application for the purpose of finding appropriate Influencers to publish Posts about the Brand;
    • “House Rules” means the code of practice and conduct that must be adhered to by Influencer’s and Brands.
    • “Influencer’s Identity” means the name, image, likeness, character and online persona of the Influencer.
    • “Intellectual Property Rights” means all present or future intellectual property rights of whatever nature anywhere in the world including, but not limited to, rights in respect of or in connection with copyright, inventions (including patents), trade marks, service marks, trade names, domain names, designs, any rights in silicon chip topography, Confidential Information and Know-How and similar industrial, commercial and intellectual property rights, whether or not registered or registrable, and includes the right to apply for the registration of such rights, and whether existing in Italia or otherwise.
    • “Media Agency” means an authorised third party organisation acting on behalf of a Brand or Brands, including public relations, media, creative, design and digital agencies;
    • “Paid Content” means content created by an Influencer in response to a Content Only Brief.
    • “Collaboration with fee” means the fixed-fee as stated on the CollaborUP Platform to be paid to an Influencer for posting contents on his channels.
    • “Pay per Influencer” means a Campaign created by a Brand using Campaign Builder to be opened to Influencers via the Application and Brand will pay for each Collaboration request accepted.
    • “Payment” means payment from CollaborUP to an Influencer for a Post or Paid Content or a payment from a Brand to CollaborUP, as the context requires;
    • “Post” means a social media post created by an Influencer to be shared with the Influencer’s Community via the Influencer’s Channels.
    •  “Post Fee” means the fee an Influencer nominates as the amount it will charge a Brand to share a Post with the Influencer’s Community via the nominated Channel.
    • “Rights Fee” means the fixed-fee as stated on the CollaborUP Platform payable by a Brand to CollaborUP for a Rights Licence in respect of approved Paid Content plus any applicable GST, VAT, or Federal Withholding or Sales Tax.
    • “Rights Licence” means a licence from CollaborUP to the Brand for particular Paid Content on the terms and conditions stated on the CollaborUP Platform and selected by the Brand, including in any specific content licence agreement.
    • “Third Party Material“ means any material included in a Post or Paid Content that is owned by or licensed from a third party, including material in relation to which there may be stated, inherent or industry practice-based use limitations as a result of the rights of third parties including, without limitation, rights in music, rights of personality, talent rights and similar.
    • “Virtual Wallet” means the Brand account money balance used to pay the fee for each collaboration’s request accepted by the brand.
    • “CollaborUP” means ZETAWORKS SRLS (IT).
    • “CollaborUP Materials” means the CollaborUP Platform and any associated materials owned, developed or licensed by CollaborUP and made available via the CollaborUP Platform;
    • “CollaborUP Platform” means the Application, Campaign Builder and any associated CollaborUP properties or websites.

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