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.
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
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
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
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.
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;
(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;
(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.
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;
(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.
INFLUENCER MARKETING CAMPAIGNS – MODERATION AND REMOVAL OF POSTS
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
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.
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.
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.
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.
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
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
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:
(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.
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.
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.
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
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.
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).
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.
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.
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.
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
(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.
USING THE SOCIAL PLUG PLATFORM
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
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: email@example.com
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;
(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.
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;
(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;
(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.
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.
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.
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.
141. Social Plug may, in its discretion, give any approval or consent under these conditionally or unconditionally, or withhold that approval or consent.
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
“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