Terms Of Use

These terms of use are very important. Therefore we have cut out the jargon to make sure this is straight-forward and easy to understand.

CONSUMER FIRST

Here at Social Plug we believe that all influencer posts should be transparent and put consumers first. Therefore, both Creators and Brands need to ensure that no campaign or post is false or misleading and must disclose the fact that the Creator is being paid by the Brand. Social Plug expects that all users comply with all applicable Laws and industry self-regulation relating to influencer marketing, including the CAP Code (UK). This means that all influencer marketing posts which are being facilitated through Social Plug should be transparent and labeled with appropriate disclosures, such as #ad. We expect Creators 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.

Introduction

1.  Social Plug is owned and operated by the Social Plug limited. By using the Social Plug Platform, you agree to accept these Social Plug Platform Terms of Use (“Terms of Use”).

2. Social Plug has created the Social Plug Platform to allow Brands and Creators to interact, form relationships, buy and sell Paid Content on Instagram with facilitation, support, control and direction provided by Social Plug and in accordance with these Terms of Use. In these Terms of Use, Brands and Creators are collectively and individually referred to as “you” as the context requires.

3. The Social Plug Platform allows Brands to create Influencer Marketing Campaigns via the Campaign Builder, which are then shared with Creators via the Web based Application. Creators using the Application can respond to a Campaign brief by submitting their interest and then a brand reviews their insights to determine if they are a suitable fit. A Brand will gift / discount or pay, and the Creator will earn, compensation when:

(a) in relation to an Influencer Marketing Campaign, the Brand approves a Post and the Post is published to the Creator’s Community via his or her Channels, as selected; or

4. Your access to and use of the Social Plug Platform is conditional upon your agreement to and acceptance of these Terms of Use. Each time you use the Social Plug Platform, you agree to be bound by these Terms of Use, and these Terms of Use apply to all transactions conducted through the Social Plug Platform. If you do not wish to be bound by these Terms of Use, do not use the Social Plug Platform.

Terms for Creators

5. Paragraphs 7 to 51 apply only to Creators participating in the Social Plug Platform and, along with paragraphs 1 to 5 and 105 to 155, govern use by Creators of the Social Plug Platform.

REGISTRATION OF CREATOR ACCOUNT

6. To register an account to use the Application as a social media Creator (“Creator Account”), an individual must sign in to the platform with their Facebook or Instagram in the manner specified in the Application and these Terms of Use (including paragraphs 106 and 107).

7. In order to be able to submit Posts to Campaigns, you must connect your account to your Instagram account or Facebook page. By doing so, you are granting Social Plug permission to access historical account activity, usage data and audience insights, and to publish Posts directly to those of your Channels in accordance with these Terms of Use.

CREATOR ELIGIBILITY

8. 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 a Creator Account, but in order to participate in any Campaigns and earn compensation as a Creator via the Social Plug Platform, you must meet the following minimum standards:

(a) you must be eligible to use each of the social media platforms through which you sign in to the Application (under the relevant platform’s prevailing terms and conditions);

(b) you must have at least 3000 followers on Instagram.

(c) each of those Channels must be public (viewable by anyone); and

(d) those 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.

9. If you do not meet the minimum standards in paragraph 8(b), you may not be able to participate in Campaigns or access the full functionality of the Application.

10. You must not misrepresent the size of your audience or your numbers of followers or level of engagement. You must have obtained your followers organically and not through unethical or unsportsmanlike behaviour such as (but not limited to) purchasing or fabricating followers, likes or engagement.

SUBMISSION OF CONTENT FOR A CAMPAIGN

11. You are responsible for reviewing all of the information about a Campaign provided in the Application or by Social Plug and for verifying the suitability for you of submitting Content to, or otherwise participating in, any Campaign.

12. You acknowledge that:

(a) a Brand may, in its sole discretion, arrange to send you a sample product, but the Brand is under no obligation to do so even if you request it to do so unless such an arrangement is agreed and approved by Social Plug upfront as part of the Campaign information;

(b) Social Plug will not be responsible or liable in any way for late delivery or non-arrival of any products sent to you from a Brand, and you are responsible for ensuring your address for delivery is accurate; and

(c) if you choose to purchase a product of a Brand, there is no guarantee that any of your Posts or Paid Content about the product will be approved or used by the Brand.

13. Each Post or Paid Content that you upload to the Application, submit to a Brand for approval, or publish to a Channel via the Social Plug Platform must adhere to the requirements contained in these Terms of Use and any additional requirements imposed by Social Plug or the Brand as part of a Campaign and advised to you prior to or at the time of submitting the Post or Paid Content for approval.

14. You acknowledge and agree that Social Plug is not obliged to submit any Post or Paid Content that you upload to the Application to the Brand. Posts and Paid Content that do not comply with paragraph 13 or that Social Plug otherwise considers unsuitable for the Campaign may be made inaccessible by the Brand and/or removed from the Social Plug Platform at Social Plug’s absolute discretion (whether or not they have been submitted to, or reviewed or approved by, the Brand).

15. You acknowledge and agree that Social Plug is entitled to intercept, review and moderate Posts or Paid Content that you upload to the Application, provide feedback and direction to you in relation to the Content you submit, and approve or withhold approval of the Content on behalf of the relevant Brand.

16. You must clearly disclose in each sponsored Post your relationship with the Brand. Social Plug requires that you make such disclosures in such a way that it is clear to the ordinary consumer viewing your Channels that there is a commercial relationship between you and the Brand. This may be achieved through the prominent use of hashtags such as #advertisement or #ad or through other means suitable to your particular circumstances, Community and Channels. Social Plug will monitor your disclosure practices in relation to particular Posts and may do so in relation to your Channels generally, and may require greater levels of disclosure (at Social Plug’s sole discretion) in particular Posts or across your Channels generally. If you do not agree to the required levels of disclosure, you may be removed from the Social Plug Platform.

17. You warrant, in respect of each Post and Paid Content you upload to the Application, submit to a Brand for approval, or publish to a Channel via the Social Plug Platform, that:

(a) you are aged over 16 years, or are aged over 13 years and have your parent or legal guardian’s consent;

(b) if you are aged over 16 years and the Post or Paid Content features children aged 16 years or younger, you are the parent or legal guardian of those children;

(c) if you are aged 13 years to 16 years, the Post or Paid Content does not feature other children aged 16 years or younger;

(d) you own the Intellectual Property Rights in the relevant Post (other than any Third Party Material disclosed under paragraph (j)) and have all necessary rights to license the Post to Social Plug and the Brand or to sell the Paid Content to Social Plug for use by Social Plug, the Brand or any other third party (as applicable), in the manner set out in these Terms of Use;

(e) the 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;

(f) any and all opinions and views stated in the Post or Paid Content are genuinely held by you;

(g) any and all statements in the 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 Social Plug if your opinion of the Brand changes from that which you have expressed in the Post or Paid Content;

(h) the 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;

(i) other than any Third Party Material disclosed under paragraph (j), the 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;

(j) if the Post or Paid Content includes any Third Party Material (including music or personality/talent rights), you have procured all necessary licences, consents and permissions to include that Third Party Material in the Post or Paid Content, and for Social Plug, the Brand and any other third party to use that Post or Paid Content in accordance with these Terms of Use, and all such Third Party Material and any associated licence terms or use limitations have been fully disclosed to Social Plug and the Brand;

(k) 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, in relation to the Post or Paid Content, 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;

(l) if the Post or Paid Content contains images or references to third parties or third party property (other than any Third Party Material disclosed under paragraph (j)), 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 Social Plug, 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 Social Plug, the Brand or any other third party in any media and in perpetuity and neither you, Social Plug nor the Brand needs to obtain any licenses from any third party or pay royalties to any third party with respect to the Post or Paid Content or such use of the Post or Paid Content; and

(m) 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 Social Plug 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.

18. Nothing in these Terms of Use grants you any ownership of, or other rights in, the Intellectual Property Rights of the Brand.

19. Nothing in these Terms of Use requires a Brand to make use of any of the rights that you grant to the Brand under these Terms of Use.

INFLUENCER MARKETING CAMPAIGNS – PUBLICATION OF POSTS

20. Once a Post has been approved by Social Plug or the Brand, you are required to publish the Post to your relevant Channel through the Application in the manner required within 48 hours of the Post being approved (unless Social Plug or the Brand stipulates a different timeline).

21. You will not have an opportunity to edit a Post after Social Plug or the Brand has approved the Post. You must publish the Post exactly as approved by Social Plug or the Brand, unless Social Plug or the Brand expressly agrees otherwise.

22. Once you publish a Post, you must reasonably engage and respond as required to comments on the relevant Channel in respect of the Post. However, it is acknowledged that it may not be possible for you to respond to every comment.

23. You agree that you will not:

(a) for a period of five (5) hours after a Post is published to a Channel, 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;

(b) remove the Post from your Channel for a period of 30 days after the Post is published on that Channel, expiring at 11:59pm on the thirtieth calendar day after the Post is published;

(c) edit any approved Post after it has been published other than in accordance with these Terms of Use;

(d) 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

(e) grant any further rights in a Post to a Brand without the written permission of Social Plug and appropriate fees being negotiated on a reasonable basis by Social Plug.

24. You acknowledge that the restrictions contained in paragraph 24 above are reasonable in scope and duration having regard to the interests of the Brand and Social Plug and that these Terms of Use go no further than is reasonably necessary to protect the interests of the Brand and Social Plug.

INFLUENCER MARKETING CAMPAIGNS – MODERATION AND REMOVAL OF POSTS

25. You acknowledge and agree that Social Plug 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 Social Plug to the Post (provided that the Post must remain compliant with these Terms of Use and the House Rules, and it will be reasonable for you to refuse to make such a modification or amendment if that is not the case). You also acknowledge and agree that if you post an incorrect Post, Social Plug may request that you post the correct approved Post and that you will immediately comply with such a request.

26. You acknowledge and agree that Social Plug 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.

27. You 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 Social Plug, the Brand and you before publication.

INFLUENCER MARKETING CAMPAIGNS – RIGHTS IN POSTS

28. All right, title and interest (including all Intellectual Property Rights) in Posts will remain held by you. Nothing in these 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 Social Plug or the Brand.

29. You grant in respect of each and every Post uploaded to the Application or submitted to a Brand for approval, or published to a Channel via the Social Plug Platform, a licence for Social Plug (and its agents) to edit and re-format the Post into such formats or versions for use by Social Plug in such media as Social Plug requires for the purposes of the conduct of the relevant Campaign or to use it as contemplated by paragraph 30.

30. In consideration of the payment to you of the Post Fee, you grant in respect of each and every Post uploaded to the Application, submitted to a Brand for approval, or published to a Channel via the Social Plug Platform as part of a Campaign:

(a) to Social Plug (and its agents):

[i] a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable, sub-licensable licence to use the Post for the purpose of marketing and promoting Social Plug (and its products and services) in any manner, without further notification to or consent of you or any further compensation payable to you;

[ii] the right to use the Creator’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 and internal communications of Social Plug), in all social media (including but not limited to the social media channels of Social Plug), 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); and

(b) to the relevant Brand (and its agents):

[i] the right to organically share, comment upon and organically re-post the relevant Post in the Channel upon which the Post was published, for a period of thirty (30) days expiring at 11:59pm on the thirtieth day after the Post was first published; and

[ii] the right to use the Creator’s Identity and performances in the Post and to communicate the Post to the public in accordance with paragraph (i) 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).

31. 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 set out in paragraph 30(b)(i) has expired.

32. In respect of each Post you upload to the Application, submit to a Brand for approval, or publish to a Channel via the Social Plug Platform, you consent to the relevant Brand and its successors, licensees, and assigns, and anyone authorised by them, changing, copying, adding to, taking from, adapting, translating or publishing without attribution to you, in any manner or context, or doing any other act or omitting to do any thing in respect of the Post in the course of exercising their rights under paragraph 30 (b), notwithstanding that such conduct may infringe your Moral Rights in the Post, and, to the extent possible, you grant a waiver of all Moral Rights in each Post.

NO DISPARAGEMENT OF BRANDS

33. You agree that, if you participate in a Campaign for a Brand, you will not:

(a) parody, disparage, make any adverse comment on or make fun of the Brand or its products or services in any way; or

(b) create any other material that undermines the Brand or its products or services,

on any of your Channels in a way that may adversely impact on the Campaign or on the Brand’s ability to benefit from the Campaign.

CREATOR COMPENSATION

34. Before receiving any payments for any Posts or Paid Content, you will be asked to provide financial details, including your nominated bank account details, whether or not you are registered for VAT (in the UK), your ABN or VAT number (if applicable) and any further required details. You are responsible for the accuracy of your nominated bank account details.

35. It is your responsibility to notify Social Plug in the event that you are registered for and liable to pay GST or VAT (as applicable), and to keep Social Plug up to date with your registered GST and/or VAT details (as applicable).

36. If a Brand requests changes to a Post or Paid Content you have submitted prior to the Post being approved or the Paid Content being accepted, and you agree to make those changes, you will not be paid until the revisions have been made and the post has been published.

37. After a Post is approved and published, or Paid Content is accepted by a Brand, you will be entitled to be paid the Post Fee or Paid Content Fee (plus GST, or VAT, if applicable to you) in accordance with the following terms.

38. Social Plug will pay the Post 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 in the manner required) by Electronic Funds Transfer. Social Plug will issue you with a recipient generated tax invoice for this purpose.

39. Subject to paragraph 43:

(a) the applicable Post Fee will be paid either (as applicable to you, as described below) up to 30 days after the approved Post has been published; or

(b) the applicable Paid Content Fee will be paid either (as applicable to you, as described below) up to 30 days after the Paid Content has been licensed by the Brand.

40. If for any unforeseen reason Social Plug is delayed in paying you, Social Plug will endeavour to notify you of these delays, and rectify any payment delays as soon as reasonably possible.

41. Social Plug retains control over any change to your nominated Post Fee, the fixed Paid Content Fee or any additional amounts or compensation payable to you for any approved Post or Paid Content. Except as set out in paragraph 44, no payments other than the Post Fee or Paid Content Fee (plus GST or VAT, if applicable) are payable to you in respect of any approved Post or Paid Content.

42. If a Brand requests that you make any changes to the Post or Paid Content that you have already submitted, you may negotiate directly via the Social Plug Platform with the Brand for the payment of an additional amount to compensate you for your additional time and cost in making those changes. Social Plug reserves the right to monitor, advise you or the Brand in relation to, and approve any change requests and the associated fees.

43. Your entitlement to be paid a Post Fee or Paid Content Fee is subject to your compliance, and continued compliance, with these Terms of Use. In the event of any disputes about your compliance and payment, Social Plug will work with you and the Brand to resolve the dispute and determine whether or not you are entitled to be paid, up to the amount of the applicable Post Fee or Paid Content Fee, in accordance with these Terms of Use.

44. You acknowledge and agree that you must not:

(a) accept a product, service or other non-monetary arrangement from a Brand as partial or full payment for any Post or Paid Content, except with the approval of Social Plug;

(b) accept, negotiate or attempt to negotiate with a Brand more than one Post per Post Fee or additional Paid Content for a Paid Content Fee, except with the approval of Social Plug; or

(c) otherwise circumvent, or negotiate or attempt to negotiate, terms or payment with Brands in relation to a Campaign.

CREATOR RELATIONSHIP WITH SOCIAL PLUG AND THE BRAND

45. As a Creator, you will at all times perform your obligations and provide Posts or Paid Content to Social Plug 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 Social Plug 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 Social Plug or the Brand, including in respect of annual leave, superannuation, withholding tax, income tax, workers compensation contributions or any similar payments or deductions.

46. You agree that you must not at any time claim or assert that any portrayal, representation, impersonation or depiction of you in the Posts or in Paid Content 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, Social Plug or any their respective successors or licensees. You hereby release the Brand, Social Plug 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 in connection with these Terms of Use.

47. You acknowledge that Social Plug has not made any guarantees in respect of the success of a Post or Paid Content or that a Post or Paid Content will be approved by a Brand or in respect of your business or commercial performance or otherwise.

48. You acknowledge that all right, title and interest in each Brand’s products, services, trade marks, brands, logos and images are and will remain the property of that Brand at all times, and you must not copy or use them except to the extent necessary for you to participate in the Brand’s Campaigns in accordance with these Terms of Use or with the Brand’s prior written consent.

TERMS FOR BRANDS

49. All the below paragraphs only apply to Brands participating in the Social Plug platform and govern use by Brands of the Social Plug Platform. 

REGISTRATION OF BRAND ACCOUNTS

50. To register an account to use the Campaign Builder as a brand (“Brand Account”), you must access the Campaign Builder and log in as specified within the Campaign Builder and these Terms of Use, including providing your full name, email address, telephone number and password, and providing payment details where requested. You will not be charged to create a Brand Account.

51. If you are using the Social Plug Platform on behalf of a Brand, you represent and warrant that you are authorised to accept these Terms of Use on such entity’s behalf and bind the Brand to comply with these Terms of Use.

52. Social Plug may, at its sole discretion, implement a requirement to pay before you launch your offer. You will be notified in writing of any such minimum spend.

53. You must nominate a primary contact for your Brand Account. The first user to register a Brand Account will automatically be selected as the primary contact, but the primary contact’s identity and details may be edited through the Website by any authorised person with access to the Brand Account. Social Plug will use the details provided for the primary contact for all enquiries relating to the Brand Account.

GENERAL CONDUCT BY BRANDS

54. You must use the Social Plug Platform in a fair and reasonable way and for its intended purposes, and treat Creators in a fair and reasonable manner.

CONDUCT OF CAMPAIGNS

55. Social Plug reserves the right, in its sole discretion, to reject Campaigns that do not comply with these Terms of Use.

56. Social Plug retains control over any change to a Creator’s nominated Post Fee, the Paid Content Fee that you fix, or any additional amounts or compensation payable to a Creator for any approved Post or Paid Content. You agree that you will not negotiate terms or payment to Creators, except as set out in paragraph 57. Each Post shall have a Post Fee and all Paid Content shall have a Paid Content Fee, and you must not circumvent the Post Fee or Paid Content Fee by negotiating or attempting to negotiate with any Creator multiple Posts or Paid Content for Post Fees or Paid Content Fees, unless otherwise approved by Social Plug.

57. You may, after consultation with and with the approval of Social Plug, negotiate directly via the Social Plug Platform with a Creator to pay an amount in addition to the set Post Fee or Paid Content Fee to compensate the Creator for their additional time and cost in making any changes that you request to the Post or Paid Content already submitted by the Creator.

58. You acknowledge and agree that you must not encourage any creators on the Social Plug platform to engage in any other influencer marketing platforms that may be deemed as a competitor to Social Plug.

59 You must not attempt to instruct, coerce or manipulate any Creator to hide the commercial relationship between the Brand and the Creator.

60. You must 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.

61. You acknowledge that:

(a) neither any Creator nor Social Plug is required to purchase any of your products or services;

(b) Even if a Creator requests you to send a sample product, you are under no obligation to do so, unless such an arrangement is agreed and approved by Social Plug upfront as part of the Campaign information;

(c) Social Plug will not be responsible or liable in any way for late delivery or non-arrival of any products sent from you to a Creator. Any address provided by a Creator off the Social Plug platform is not verified by Social Plug; and

(d) if you send a sample product to a Creator, there is no guarantee that the Creator will submit a Post about the product or that any post submitted will be positive. All product reviews must reflect the Creator’s genuinely held beliefs.

62. You warrant that:

(a) you own the Intellectual Property Rights in any Content you upload to the Social Plug Platform and have the right to license the Content to Social Plug and Creators in the manner set out in these Terms of Use; and

(b) any Content you upload to the Social Plug Platform does not contain any representations or material that you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive.

63. You acknowledge that, even if any Content provided by Creators has been curated, directed, reviewed or moderated by Social Plug (including as part of theSocial Plug Services) prior to being provided to you for approval, Social Plug cannot guarantee that the Content is legal, accurate, free of third party rights and otherwise suitable and appropriate for approval and publication as part of the applicable Campaign. You also acknowledge that, while Social Plug will carry out monitoring after Posts or Paid Content are published with a view to ensuring that they continue to comply with these Terms of Use, Social Plug will not do so after the end of the Campaign term or, in the case of a Post, after the expiry of the period set out, and you are responsible for ensuring ongoing compliance of the Content after that time. You assume all liability and risk for Posts or Paid Content approved by you and published as part of a Campaign beyond the end of the Campaign term, or published or used outside the scope of the Campaign. Social Plug will carry out moderation of Content submitted by Creators and will use reasonable efforts to ensure that the Content complies with these Terms of Use and can be used by the Brand without contravening any laws or infringing any third party rights, but does not guarantee that this will be the case.

64. If you have a question or concern about Content submitted by a Creator, including about the Content’s compliance with these Terms of Use or applicable laws or about your rights to reproduce it, you must raise your questions or concerns with Social Plug so that Social Plug may seek to resolve your concerns (including dealing with the relevant Creator as required).

65. You acknowledge that Creators are independent third parties and their audiences are not directly controlled by Social Plug. As a consequence, any Posts will inherently risk negative or unflattering comments about you or your products or services.

66. You agree that, upon notice from Social Plug or you learn that any Content is subject to an actual or threatened claim of infringement, violation of another right, or other claim, or if Social Plug removes any Content for any reason and gives you notice of such removal, you will remove such Content from your computer systems and storage devices and will, to the extent possible, cease use of such Content. Social Plug shall, where possible, endeavour to source comparable Content (to be determined by Social Plug in its reasonable commercial judgement) free of charge, but subject to these Terms of Use and a comparable Rights Licence.

67. You acknowledge that Social Plug 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, Paid Content, Campaign, Channel or other media, marketing communications channel, marketing or advertising campaign, promotion or advertisement.

PROVISION OF SOCIAL PLUG SERVICES

68. Social Plug will perform any Social Plug Services that it agrees in writing with you from time to time, on the terms and subject to any conditions and limitations set out in that written agreement.

69. Social Plug will perform the Social Plug Services with all due care and skill, but you acknowledge and agree that, except to the extent any responsibility is expressly assumed by Social Plug in writing, you remain responsible for the conduct of each Campaign and your compliance with these Terms of Use.

70. If you subscribe to Social Plug Services on the basis that the term automatically rolls over from time to time:

(a) that subscription or other service arrangement can be terminated by either Social Plug or you giving at least two months’ notice to the other party, and such termination will take effect on the expiry of the then-current subscription term (or the following subscription term if required to ensure that at least two months’ notice has been provided); and

(b) you are not entitled to a refund of any subscription fees or charges if you seek to cancel, or stop using, the Social Plug Services during a subscription term.

71. The fees and charges payable in respect of any Social Plug Services you subscribe for or order will be as set out in the applicable subscription agreement or invoice issued by Social Plug from time to time. If you subscribe to or order Social Plug Services on the basis that the term of those Social Plug Services automatically rolls over from time to time, Social Plug may vary the applicable subscription fees and other applicable charges for the upcoming term by giving you notice at least three months prior to the start of the term to which the varied subscription fees or charges will apply.

PAYMENT TERMS FOR BRANDS

72. You agree to pay Social Plug all fees and charges made to your Brand Account for use of the Social Plug Platform and all fees and charges payable in respect of the Social Plug Services required for Campaign delivery, inclusive of Post Fees and/or Paid Content Fees, in accordance with these Terms of Use.

73. Media Agencies using the Social Plug Platform acknowledge and agree Social Plug is a cost of good and is non-commissionable. No agency rebates will be given.

74. If you subscribe to or order any Social Plug Services, you must pay all subscription fees and other applicable charges as set out in the applicable subscription agreement, invoice terms or other terms imposed by Social Plug from time to time.

75. You must pay all charges in respect of a Campaign in the manner set out in the Campaign Builder or as otherwise advised by Social Plug in writing from time to time. If no manner for payment is stated and you are not approved to pay via Invoice, the payment must be made by credit card using a provider authorised by Social Plug. Social Plug reserves the right to charge a credit card surcharge.

76. If you do not use your entire Campaign Budget on a Campaign (whether due to early Campaign cancellation, change of Campaign scope, or under-spend), you will still be liable to pay the full monthly subscription fee.

77. Upon receiving details of your Campaign (including your Campaign Budget), Social Plug may carry out a standard pre-authorisation check of your nominated card or account (as applicable) to verify the details provided and to ensure there are sufficient funds to fulfil the Campaign Budget. Social Plug may elect not to share the relevant Campaign with Creators via the Application until this pre-authorisation check has been completed to Social Plug’s satisfaction.

78. Brands and Media Agencies may request that Social Plug issue an invoice for fees and charges expected to be incurred by the Brand or Media Agency during the course of a Campaign (“Invoice”), prior to the commencement of the Campaign.

79. Social Plug reserves the right to refuse any Invoice request in its sole discretion.

80. Where a Brand or Media Agency is approved to pay by Invoice, the Brand or Media Agency must provide Social Plug with a purchase order or insertion order (or similar) approving the total fees and charges to be included on the Invoice and including a purchase order or insertion order number. Social Plug may, in its sole discretion, accept written confirmation (including via email) approving an invoice in lieu of a purchase order or insertion order being provided.

81. Where Social Plug approves a Brand or Media Agency to pay by Invoice, the Brand or Media Agency irrevocably authorises Social Plug, its employees, servants and agents to make such enquiries as Social Plug deems necessary to investigate the Brand or Media Agency’s credit worthiness, including, without limitation, making inquiries from referees, banks or any other credit providers, and the Brand or Media Agency hereby authorises such persons to disclose to Social Plug, its employees, servants and agents, all information requested by Social Plug for the purpose of assessing your credit worthiness. Any terms of credit offered by Social Plug, including where Social Plug approves payment by Invoice, may be varied by Social Plug in its sole discretion and advised to you in writing.

82. In the event that a Brand or Media Agency requests an Invoice and Social Plug approves the Brand or Media Agency to pay by Invoice, a minimum Invoice amount of £100 (excluding VAT in UK) will apply, unless otherwise approved in writing by Social Plug. If a Brand or Media Agency is not domiciled in Australia, the UK, or U.S., then Invoices will not include GST, VAT or Sales Tax (but may include other applicable tax where relevant).

83. You must pay the amount of any Invoice you have requested in accordance with the payment terms specified in it or as agreed with Social Plug in writing. Where no such terms of payment are specified or agreed, Social Plugs standard payment terms apply, being 14 days from the date of the Invoice. Charges paid to Social Plug pursuant to an Invoice will be allocated to the relevant Campaign as credit for use in that Campaign (“Credit”).

84. When you approve a Post or Paid Content, you undertake that:

(a) where you have paid an Invoice and there is sufficient Credit to cover the applicable charges (which include the applicable Brand Fee or Rights Fee and any additional amount), you have sufficient authority to authorise Social Plug to apply that Credit to the applicable charge; or

(b) where paragraph (a) does not apply, you are an authorised user of the card or account (as applicable) nominated on your Brand Account, you are authorised to pay the applicable charges (which include the applicable Brand Fee or Rights Fee and any additional amount payable, the card details provided are current, correct and complete, and your nominated card or account (as applicable) will cover the full amount of the charges. You must not pay, or attempt to pay, any charges through any fraudulent or unlawful means.

85. If you fail to pay any charges by the due date or Social Plug is unable to successfully process your payment of any charges, Social Plug reserves 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. Social Plug also reserves the right to withdraw credit facilities (where applicable) at any time or to remove your access to the Social Plug Platform. You may also be liable to pay interest on any amount outstanding at the ATO benchmark interest rate applicable under Division 7A of Part III of the Income Tax Assessment Act 1936 (Cth), or Statutory rate, or Prime Interest rate from the date the payment becomes due and you may also be responsible for all reasonable expenses incurred by Social Plug as a result of such late payment (including but not limited to costs incurred by Social Plug to recover any unpaid amounts). Without limiting its rights, in the event you fail to pay any charges within the timeframe and in the manner required, Social Plug reserves the right to suspend or terminate your access to the Social Plug Platform or to suspend or terminate any current Campaigns.

86. If Social Plug 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 to Social Plug for payment of any such indirect tax in addition to, and at the same time as payment of, other amounts to Social Plug under these Terms of Use. You may be required to self-assess such taxes under the applicable laws of your country or residence.

PAYMENT TERMS FOR BRANDS

87. Social Plug will take automatic payment a monthly basis from the date a brand created a campaign and will continue to do so until that subscription is cancelled by a brand

RIGHTS TO USE POSTS AND PAID CONTENT

88. You acknowledge and agree that your right to use a Post is strictly limited to the rights granted to you by the Creator. For the avoidance of doubt, you must not use a Post in any form of paid, sponsored or promoted advertising. You are only licensed to repurpose a creators content on the same social media platform the creator posted on can only be used on a single social media account specified in the campaign brief. Use of this content by any other parties and on any other marketing channels requires a licensing agreement made directly with the creator.

89. You acknowledge and agree that your right to use Paid Content is strictly limited to the rights specified in (Paragraph 87). For the avoidance of doubt, you must not use Paid Content other than in accordance with paragraph 87 or the  terms specifically agreed between yourself and the creator(s).

90. If you fail to pay the fees and charges applicable to a Campaign Fee. In accordance with these Terms of Use or as otherwise agreed by Social Plug in writing, your right to use the affected Content is automatically terminated and you must immediately cease use of the applicable Post.

91. Nothing in these Terms of Use grants to you any ownership or other rights (including Intellectual Property Rights) in any Posts or any Creator’s Identity except as expressly set out in these Terms of Use.

92. While Social Plug uses reasonable endeavours to obtain from Creators, under these Terms of Use, all necessary rights for you to use Posts and Paid Content that you approve for use in a Campaign, you acknowledge that Social Plug may be unable to enforce such rights against Creators from time to time, including by reason of the Creator’s age. If you approve Posts or Paid Content from Creators who are minors and against whom contracts may be unenforceable on that basis under applicable Laws, you acknowledge that you take on the risk of any unenforceability of licences, assignments, warranties and other obligations granted or given by, or imposed on, that Creator.

93. If you wish to use a Post or Paid Content other than in accordance with these terms of use, you must contact Social Plug directly via email: support@socialplug.co.uk. Additional fees may apply.

94. You must not remove any watermarks or copyright notices contained in any Content on the Social Plug Platform.

95. Where any Paid Content or Post includes Third Party Material, you must 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.


Additional Terms

96. The remainder of these Terms of Use apply both to Creators and Brands participating in the Social Plug platform.

ACCOUNTS GENERALLY

97.Social Plug reserves the right to refuse registration of an Account for any reason in its sole discretion. Any decision of Social Plug is final and no correspondence will be entered into.

98. In registering an Account, you warrant, represent and covenant that you have the right and authority to create an Account and agree to these Terms of Use and privacy policy including, where relevant, the authority of any Brand or individual to create an Account in its or their name, and to agree to these Terms of Use and to use the Social Plug Platform on its or their behalf.

99. All information provided when registering an Account must be current, correct and complete. Incomplete, ineligible or incomprehensible Account registrations will not be valid.

99. You must be logged in to your Account in the manner required each time you wish to use the Social Plug Platform.

100. You are responsible for maintaining the strict confidentiality of your Account details and for any activity carried out using your Account, and you must not share or transfer your Account details to a third party. You agree to immediately notify Social Plug 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 Social Plug when you desire to cancel your Account. Social Plug will not be responsible or liable for any loss or damage arising from your failure to comply with this Terms of Use.

101. Social Plug retains the right and absolute discretion to suspend, terminate or limit your access to your Account and/or the Social Plug Platform if it believes that you are abusing or tampering with theSocial Plug (or any element thereof) in any way, that you have provided misleading information or made any misrepresentations to Social Plug in connection with the Social Plug Platform, that you have breached or are breaching these Terms of Use or privacy policy, or that you have engaged in any unlawful, unethical, unsportsmanlike or other misconduct calculated to jeopardise the proper administration of the Social Plug Platform (or any element thereof). Social Plug’s legal rights to recover damages or other compensation from you in such circumstances are reserved.

102. You must not use any automated software or any other mechanical or electronic means to create Accounts, or use an Account that has been created using such means.

RELATIONSHIP WITH SOCIAL MEDIA PLATFORMS

103.. When you link to any social media account through your Account on the Social Plug Platform, you warrant, represent and covenant that:

(a) the social media account is the account of the Creator or Brand in whose name the Account has been registered;

(b) if the Account is in the name of a Brand, you are the authorised representative of the Brand with the right to access and use that social media account for the Brand; and

(c) if the Account is in the name of a Creator and you are not the Creator, you are the authorised representative of the Creator and have the right to access and use that social media account for the Creator.

104. In creating an Account, you are providing your information to Social Plug and not to any social media platform. Whether you are a Creator or a Brand, you are solely responsible and liable for any Content or information you transmit to other users of the Social Plug Platform. To the extent permitted by Law, you agree 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 in respect of your use of the Social Plug Platform. Any questions, comments or complaints about the Social Plug Platform must be directed to Social Plug and not to any media or social media platforms. For the purposes of this paragraph, Social Plug 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 (regardless of whether or not Social Plug has suffered its own loss or damage).

105. The Social Plug 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 Social Plug 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 Social Plug 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 Social Plug Platform. The Social Plug Platform is in no way sponsored, endorsed or administered by, or associated with, any social media platform.

SUBMISSION OF CONTENT THROUGH SOCIAL PLUG PLATFORM

106. Without limiting the other requirements set out in these Terms of Use, you must ensure that any Content you submit to the Social Plug Platform does not contain anything that:

(a) is illegal or contrary to any laws, applicable industry code or the requirements or directions or relevant regulators;

(b) is copied or adapted either wholly or substantially from any other work or material;

(c) 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;

(d) parodies, disparages or makes fun of Social Plug or its products of services in any way;

(e) solicits passwords or personal information for commercial or unlawful purposes or provides any telephone numbers, street addresses, last names, URLs or email addresses (except to the extent required as part of a Campaign);

(f) 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;

(g) involves the transmission of junk mail, chain letters, unsolicited mass mailing or spam;

(h) infringes the privacy rights, contract rights or other rights (including Intellectual Property Rights) of any person, corporation or entity;

(i) constitutes, encourages or provides instructions for any criminal offence or otherwise violates any Laws including, without limitation, the regulations of any stock or securities exchange such as the New York Stock Exchange; or

(j) contains any viruses, corrupted data or other harmful or malicious code of files.

107. Social Plug retains the right to remove from the Social Plug Platform any Content that it considers breaches these Terms of Use.

USING THE SOCIAL PLUG PLATFORM

108. 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 Social Plug Platform in the manner permitted in these Terms of Use.

109. You must use the Social Plug Platform in accordance with any applicable instructions set out within the Social Plug Platform.

110. You must not:

(a) decompile, reverse engineer, disassemble, convert or authorise any third party to decompile, reverse engineer, disassemble or otherwise convert any element of the Social Plug Platform to a human perceivable form;

(b) distribute or republish any element of the Social Plug Platform in any way;

(c) resell, rent, lease, licence or lend any element of the Social Plug Platform;

(d) defeat, disable or circumvent any security feature of the Social Plug Platform;

(e) transfer any element of the Social Plug Platform to any third party;

(f) use any data mining, robots or similar data gather or extraction methods;

(g) 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

(h) sell, licence, lease or in any way seek to commercialise any component of the Social Plug Platform without specific written authorisation from Social Plug.

111. You must not engage in crawling, scraping, caching or otherwise accessing any content on the Social Plug Platform via automated means, except with Social Plug’s written consent.

112. Social Plug reserves the right to monitor the Social Plug Platform generally and all Account activity. If your Account shows signs of fraud, abuse or suspicious activity, Social Plug may close or freeze the Account immediately.

113. The Social Plug Platform may contain links to other sites not maintained by Social Plug (“Linked Sites”). Social Plug is not responsible for the content of any Linked Sites, whether or not Social Plug is affiliated with the Linked Sites. Social Plug 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 Social Plug and Social Plug provides links to the Linked Sites only as a convenience to users of the Social Plug Platform. The inclusion of a link to any Linked Site does not imply any affiliation with or endorsement by Social Plug. You should review and applicable terms and policies (including privacy policies) of any Linked Site you visit.

114. Any costs associated with downloading, installing, accessing and using the Social Plug Platform remain your responsibility and are dependent on the service provider used.

115. You are responsible for ensuring that your computer system or mobile device (as applicable) is, and other information technology hardware, software and services are, compatible with the Social Plug Platform and meets all relevant technical specifications necessary to access and use the Social Plug Platform.

116. If you are the driver of a vehicle (or other form of transport), you must not use the Social Plug Platform while the vehicle (or other form of transport) is moving or is stationary but not lawfully parked. You may only use the Social Plug Platform when the vehicle is lawfully parked. You must comply with all applicable road rules and regulations before and while using the Social Plug Platform. In the interests of safety at all other times, Social Plug recommends that you only use the Social Plug Platform when it is lawful and safe to do so.

SOCIAL PLUG’S INTELLECTUAL PROPERTY

117. All Social Plug Materials on the Social Plug Platform are protected by all applicable laws, including copyright and trade mark laws, 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 Social Plug Materials to a Brand or Creator.

118. All right, title and interest in all Intellectual Property Rights in all of Social Plug’s brands, logos, images, buttons, codes, layout, text, content, graphics, and products and services as displayed on the Social Plug Platform as well as the look and feel of the Social Plug Platform (the “Brand Features”) are the property of Social Plug and will remain or be vested in Social Plug at all times and may not be copied, imitated or used in whole or in part without Social Plug’s prior written consent. Your use of the Social Plug 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 Social Plug Platform. Social Plug 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 Social Plug Platform in accordance with these Terms of Use. You may not use metatags or any other “hidden text” utilising the Brand Features without Social Plug’s prior written consent.

COPYRIGHT INFRINGEMENT POLICY & COMPLAINTS

119. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws, Social Plug has adopted a policy of terminating, where appropriate and at Social Plug’s discretion, access to the Social Plug Platform for account holders who infringe the intellectual property rights of Social Plug or any third party.

120. If you believe that any material on the Social Plug Platform infringes upon any copyright that you own or control, you may file a notification of such infringement with Social Plug at the following details: support@socialplug.co.uk 

CONFIDENTIALITY

121. Each of you and Social Plug understands that the other has disclosed or may disclose business, technical or financial information relating to its business, including in the case of Social Plug (Confidential Information), and agrees:

(a) to take reasonable precautions to protect the other party’s Confidential Information;

(b) not to use the other party’s Confidential Information except for the purposes of these Terms of Use; and

(c) not to disclose the other party’s Confidential Information to any third person except to the extent required by law or with the consent of the other party.

122. The obligations under these clauses will not apply to any information that you or Social Plug (as applicable) can document:

(a) is or has become generally available to the public;

(b) was in its possession, or known by it, prior to receipt from the other party;

(c) was rightfully disclosed to it without restriction by a third person; or

(d) was independently developed by it without use of any Confidential Information of the other party.

TAXES

123. Words or expressions used in these Terms of Use that are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning as given in the Act. If GST applies to any supply made under these Terms of Use, then the party making that supply may, in addition to any other amount payable, recover from the other party an additional amount on account of GST, such amount to be calculated on the basis of the current GST rate. Unless otherwise specified, any amount payable under these Terms of Use is exclusive of GST.

124. All amounts payable under these Terms of Use are exclusive of amounts in respect of value added tax chargeable from time to time. Where any taxable supply for VAT purposes is made under these Terms of Use, the recipient of that supply shall, on receipt of a valid VAT invoice, pay to the supplier of that supply such additional amounts in respect of VAT as are chargeable on the supply at the same time as payment is due for the supply under these Terms of Use.

INDEMNIFICATION

125. You agree to indemnify, and must defend and hold harmless, Social Plug and its related bodies corporate, personnel, servants and agents, 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 Social Plug Platform):

(a) your Content or access to the Social Plug Platform;

(b) your use or inability to use the Social Plug Platform;

(c) your breach or alleged breach of these Terms of Use (including any warranties given under them):

(d) (where you are a Creator) your claim against a Brand for any reason;

(e) (where you are a Brand) your claim against a Creator for any reason;

(f) any claim by any third party (including any other Brand or Creator) arising directly or indirectly from your breach of any of the provisions of these Terms of Use:

(g) any claim or allegation that your Content infringes a third party’s rights, including Intellectual Property Rights;

(h) your violation of any applicable Laws; and

(i) any misrepresentation made by you.

LIMITATION OF LIABILITY

126. In using the Social Plug Platform, you may be exposed to Content that is harmful, obscene, misleading or inaccurate. Under no circumstances will Social Plug 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 Social Plug Platform.

127. Any liability of the Social Plug Limited to a Brand in connection with these Terms of Use or the Brand’s use of the Social Plug Platform or the Social Plug Services, 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 Social Plug for the services related to the Brand’s most recent Campaign, except to the extent set out or otherwise required by Law.

128. Social Plug shall not be liable to Creators for damages of any kind arising out of the Creator’s use of the Social Plug Platform, except to the extent set out or otherwise required by Law.

129. Without limiting the foregoing, in no event shall Social Plug 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 Social Plug Platform, any of the Social Plug Services, these Terms of Use, 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 Social Plug 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 you relying on any information obtained from Social Plug, 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 unauthorised access to Social Plug’s records.

DISCLAIMERS

130. Whilst Social Plug endeavours to take all reasonable steps to ensure that the Social Plug platform operates as expected, the Social Plug 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, including, without limitation, any implied warranties of merchantability, satisfactory quality, non-infringement or fitness for a particular purpose. Social Plug does not make any guarantees and does not provide any undertaking that the Social Plug 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 Social Plug Platform at your own risk and that Social Plug disclaims any and all responsibility for any damage or loss that you may suffer or incur as a result of using the Social Plug Platform, whether they are direct, indirect, punitive or consequential (including but not limited to 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 Social Plug Platform. You assume total responsibility for your use of the Social Plug Platform, including compliance with all applicable road rules and regulations. Subject to the Consumer Guarantees, your sole remedy against Social Plug for dissatisfaction with the Social Plug Platform or any content is to stop using the Social Plug Platform or such Content. This limitation of relief is a part of the bargain between the parties.

131. If the supply of any goods or services by Social Plug to a Brand or Creator constitutes a supply of goods and/or services to a Consumer then subject to the following limitations and unless the goods and/or services are Consumer Goods or Consumer Services, Social Plug’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 Creator may suffer or incur because of a failure to comply with a Consumer Guarantee will be limited as Social Plug may elect in its sole discretion, in the case of services supplied or offered by Social Plug, 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 Social Plug, (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 paragraph does not apply if it is not Fair or Reasonable for Social Plug to rely on it.

REVISIONS

132. Social Plug 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 Social Plug Platform. Since you are bound by these Terms of Use each time you use the Social Plug Platform, you should check these Terms of Use for any revisions each time you use the Social Plug Platform and wherever prompted to do so. Your use of the Social Plug Platform following the posting of any revisions to these Terms of Use constitutes your acceptance of those revisions.

133. Social Plug reserves the right to change the Social Plug Platform in any way by giving you notice to the email address you have registered with Social Plug to you. Even if you have an Account, your ability to access and use the Social Plug 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 Social Plug Platform and, if you are using the Application, delete the Application from your device.

GENERAL TERMS

134. If the Social Plug Platform is not capable of running as planned for any reason beyond the reasonable control of Social Plug, 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 Social Plug Platform, or if any social media platform alters its terms of service, access or permission in such a way that affects the Social Plug Platform, Social Plug reserves the right, in its absolute discretion, to cancel, terminate, modify or suspend the Social Plug Platform.

135. If you are domiciled in the Southern Hemisphere (except for any territories or possessions of the United States), these terms of use shall be governed by and are to be construed in accordance with the laws of the State of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia, and any courts competent to hear appeals from those courts.

136. If you are domiciled in the Northern Hemisphere (except for the United States, its territories and possessions), these Terms of Use are governed by and are to be construed in accordance with the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the courts of the English courts.

137. 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.

138. No additional Creator, Brand or Media Agency originating agreement or other terms and conditions (including purchase order or insertion order terms and conditions) may be imposed on Social Plug unless agreed by Social Plug in writing and, in such case, if any terms and conditions in a Creator, 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.

139. You may 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 Social Plug. Social Plug may assign its rights or obligations hereunder at its sole discretion.

140. Any waiver of any provision of these Terms of Use will only be effective if in writing and signed by Social Plug. If any term or part of any term 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 term (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 terms (or parts of those terms) which will continue in full force and effect.

141. Social Plug may, in its discretion, give any approval or consent under these conditionally or unconditionally, or withhold that approval or consent.

142. Nothing in these Terms of Use is intended nor does create a partnership, agency, employment or fiduciary relationship between Social Plug and you or any other user of the Social Plug Platform.

CONTACT AND HELP DETAILS

143. You may contact Social Plug via:

Mail (UK): Social Plug c/o Manchester Technology Centre, 103 Oxford Road, Manchester, M1 7ED
Email: support@socialplug.co.uk

INTERPRETATION

144. The following terms have the following meanings in these Terms of Use:

Account” means a Brand Account or a Creator Account.

ASA” means the UK’s Advertising Standards Authority.

Brand” means any person or entity that uses the Social Plug Platform for the purpose of creating Campaigns (including through its duly authorised agents or representatives).

Brand Account” means an account to use the Campaign Builder.

Brand Fee” means the stated fee payable by a Brand to Social Plug in respect of an approved Post plus any applicable GST, VAT or Federal Withholding or Sales Tax.

Campaign” means an Influencer Marketing Campaign or a Content Only Campaign.

Campaign Budget” means the sum of 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 http://brand.socialplug.co.uk

CAP Code” means the Committee of Advertising Practice Code, which is regulated by the ASA in the UK.

Channels” means the social media channels of a Creator, such as Twitter, Facebook or Instagram.

CMA” means the Competitions and Markets Authority in the UK.

Community” means a Creator’s social media following on their Channels.

Content” means a Post, Paid Content, or any other content or materials uploaded to the Social Plug Platform by a Brand or a Creator (but excludes any Third Party Material included in a Post or Paid Content that is expressly disclosed to Social Plug and the Brand).

Content Only Brief” means a brief issued using the Campaign Builder seeking content as part of a Content Only Campaign.

Content Only Campaign”means a campaign created by a Brand using the Campaign Builder to be opened to Creators via the Application for the purpose of sourcing Paid Content to be used by the Brand directly in accordance with a Rights Licence, without the Creator posting the Paid Content to their Channels.

Creator” means a social media influencer, or a content creator who registers to use the Application to create and distribute Posts and/or to create Paid Content, and receive compensation for such Posts and Paid Content through the Social Plug Platform.

Creator Account” means an account to use the Application.

Creator’s Identity” means the name, image, likeness, character and online persona of the Creator.

Influencer Marketing Campaign” means a campaign created by a Brand using the Campaign Builder to be opened to Creators via the Application for the purpose of finding appropriate Creators to publish Posts about the Brand.

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 Australia or otherwise.

Laws” means all applicable laws, codes of practice and guidance, including in relation to influencer marketing, including (in the UK) the Consumer Protection from Unfair Trading Regulations 2008 and the CAP Code, as well as any applicable guidance issued by the ASA, CAP, CMA, and/or Federal Trade Commission’s Guides Concerning Endorsements and Testimonials in Advertising from time to time.

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.

Moral Rights” means moral rights within the meaning of Part IX of the Copyright Act 1968 (Cth), including moral rights conferred on authors and performers, and any analogous rights arising under statute or otherwise, anywhere in the world, and whether now in existence or arising in the future.

Paid Content” means content created by a Creator in response to a Content Only Brief.

Paid Content Fee” means the fixed fee as stated on the Social Plug Platform to be paid to a Creator for Paid Content submitted to a Content Only Campaign and selected by the Brand.

Post” means a social media post created by a Creator to be shared with the Creator’s Community via the Creator’s Channels.

Post Fee” means the fee a Creator nominates as the amount it will charge a Brand to share a Post with the Creator’s Community via the nominated Channel.

Rights Fee” means the fixed fee as stated on the Social Plug Platform payable by a Brand to Social Plug 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 Social Plug to a Brand for particular Paid Content on the terms and conditions stated on the Social Plug 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 where any rights (including Intellectual Property Rights) in that Material are 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.

“Social Plug” means (a) if you are domiciled in the Southern Hemisphere, Social Plug Ltd (UK);

Social Plug Materials” means the Social Plug Platform and any associated materials owned, developed or licensed by Social Plug and made available via the Social Plug Platform.

Social Plug Platform” means the Application, the Campaign Builder, other elements of the platform available through the Website (including data, statistics, analytics, Creator vetting, reporting and benchmarking, information, tools, databases, documentation, system and network interfaces, internal network, cloud and disk storage, software applications, operating systems, engines, and internal communications), and any associated Social Plug properties or websites.

Social Plug Services” means services that Social Plug agrees to provide to a Brand in addition to providing access to the Social Plug Platform and the services provided through it, including through any subscription agreement between Social Plug and the Brand or any quotation or proposal submitted by Social Plug and accepted by the Brand (including services relating to the development of Campaigns and associated briefs, identification and vetting of Creators to participate in Campaigns, review and moderation of Posts or Paid Content submitted by Creators, evaluation of Campaigns and Campaign impact, other benchmarking and reporting, and other support services).

VAT” means value added tax chargeable under the Value Added Tax Act 1994 (UK).

Website” means the Social Plug website at www.socialplug.co.uk