TERMS AND CONDITIONS – INFLUENCERS
- Bid: a bid by an Influencer to participate in an Opportunity.
- Brand: means any person or entity or its’ duly authorised agents or representatives that use The Room to be connected with Influencers for the purpose of promoting an Opportunity.
- Business Day: a day other than a Saturday, Sunday or public holiday in England and Wales.
- Conditions: these terms and conditions set out in 1 (Interpretation) to 67. (General) (inclusive).
- Contract: the contract between the Influencer and the Supplier for the supply of the Services in accordance these Conditions.
- Influencer: an influencer (or an agent or representative acting on their behalf where the context requires) who is a member of The Room.
- Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, logos, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- Opportunities: the opportunities presented by a Brand relating to endorsement, marketing, advertisement, product placement and brand representation (the Brand will detail what it is offering (e.g. product, campaign appearance) and what they are looking for (social media, press, personal appearances)).
- Room Rules: the rules of The Room which govern the interaction of users and The Room as amended from time to time.
- Services: the provision by the Supplier of an online platform/meeting place for brands and influencers to interact, form relationships and discuss and pursue opportunities.
- Services Start Date: the date that the Influencer joins The Room.
- Supplier: The Room Group Limited (company number 05997734) of 6th Floor, Charlotte Building, 17 Gresse Street, London, W1T 1QL.
- Supplier IPRs: all Intellectual Property Rights of the Supplier relating to the Services.
- The Room: the online platform and website operating via the domain name theroom.io.
- A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
- Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- A reference to writing or written includes email.
Supply of services
- The Supplier shall supply the Services to the Influencer from the Services Start Date in accordance with the Contract.
In supplying the Services, the Supplier shall:
- (subject to the Influencer’s compliance with the Contract), grant the Influencer a limited, non-exclusive, revocable and non-transferrable licence to access and use The Room in the manner anticipated in the Contract;
- perform the Services with reasonable care and skill;
- comply with all applicable laws, statutes and regulations from time to time in force provided that the Supplier shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract;
- only involve itself in a dispute between the Influencer and a Brand if there is an alleged or actual misuse of The Room which may cause the Supplier to suspend or terminate a brand or influencer’s use and membership of The Room.
The Supplier shall not:-
- be responsible for the agreement reached between the Brand and an Influencer (including any non-performance or bad performance, non-fulfilment, non-delivery or delay or completion of an engagement or Opportunity);
- be responsible for and does not endorse any content posted on The Room and does not have any obligation to pre-moderate, monitor, edit or remove any content or contributions.
- For the avoidance of doubt, save in respect of any membership to The Room, the Supplier is not associated with, endorsed by or affiliated with any particular brand or influencer.
- Any help, guidance or input given by the Supplier to brands or influencers in connection with the use of The Room or the use of a particular brand or influencer shall be advisory only and the Supplier accepts no liability to the extent that such guidance is followed.
- The Supplier makes no representation that the platform (or any element of the platform) is appropriate or available for use in all locations.
Influencer's obligations and acknowledgements
In consideration for The Room granting the Influencer access and membership, the Influencer shall:
- co-operate with the Supplier in all matters relating to the Services;
- provide, in a timely manner, such information as the Supplier may reasonably require (including without limitation, details required to carry out vetting), and ensure that it is accurate and complete in all material respects;
- be responsible for its interaction with Brands whether via or outside of The Room;
- ensure that all Bids are made in an honest, fair and reasonable manner;
- at all times comply with all applicable laws and industry self-regulation including, without limitation, the CAP Code and ensure that any marketing posts are transparent and labelled with appropriate disclosures (if required by the Opportunity);
- be honest about the size of his/her audience, followers or engagement and not obtain followers by dishonest means (e.g. by purchasing followers, likes or engagement);
- not misrepresent or suggest that he/she has any approval, endorsement or sponsorship that he/she does not have;
- comply with any reasonable instructions or stipulations of the Brand in connection with any Opportunity and if you are not able to fulfil an Opportunity notify the Brand as soon as possible;
- return to the Brand any products sent to the Influencer unopened in their original packaging if he/she is unable to fulfil an Opportunity as if the product is opened, used, damaged or not returned, the Influencer will be liable for the full value of the product(s);
- inform the Supplier by emailing firstname.lastname@example.org if an Opportunity or Bid is not delivered or fulfilled in whole or in part.
- The Influencer shall notify the Supplier if it already has a pre-existing commercial relationship with any Brand and shall not create a commercial relationship with any Brand outside The Room.
In respect of any Bid that the Influencer submits to the members of The Room or any content, it will not contain anything that:-
- is illegal or contrary to any laws, applicable industry code or the requirements of any regulator;
- infringes the privacy rights, contract right or other rights (including Intellectual Property Rights) of any person or promotes an illegal or unauthorised copy of another person’s work;
- is indecent, immoral, threatening, discriminatory, defamatory or offensive.
- The Influencer acknowledges that The Room has not given any guarantee about the success or commercial performance of any Opportunity or campaign launched by the Brand using The Room and/or the performance of any particular Influencer. The Room does not guarantee the existence, quality, safety or legality of products or services offered by a Brand, the truth or accuracy of Brands’ content, listings or feedback or the ability of Brands to fulfil what they offer in terms of Opportunities.
- If an Influencer is required to disclose a delivery address when the Influencer bids on an Opportunity for a Brand, then the delivery address entered in the Influencer’s profile will be disclosed to the Brand if a Bid is accepted. It is the Influencer’s responsibility to ensure the delivery address in the Influencer’s profile is correct and that the Influencer is able to receive deliveries at that address.
- The Influencer agrees and undertakes that it will not work with any Brands who have become known to the Influencer via The Room (including as a result of a successful Bid or an expression of interest)(an “Introduced Brand”) for a period of 12 months after the termination of a contract between the Brand and The Room without the prior written consent of The Room. The Influencer will enquire with The Room as to whether he or she is able to work with an Introduced Brand if approached outside of the platform.
- The Influencer agrees that it shall not attempt to negotiate payment from the Brand unless specified in an Opportunity.
- The Influencer agrees that by bidding on an opportunity, any content they post across their social channels, will not be removed for a minimum of a 12-month period.
- In consideration for The Room granting the Influencer access and membership, the Influencer shall:
The Supplier and its licensors shall retain ownership of all Supplier IPRs. All right, title and interest in all Intellectual Property Rights in all of The Room’s logos, images, buttons, codes, layout, text and content are the property of The Room and shall remain or be vested in The Room at all times. Nothing in this Contract shall be taken to constitute a transfer, assignment or grant of any ownership rights in any Supplier IPRs to a Brand or an Influencer.
Limitation of liability and indemnity
Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; and
- breach of the terms as to title and quiet possession, insofar as they are implied by law.
- Subject to 55.1, the Supplier shall have no liability to Influencers (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) arising under or in connection with the Contract or the use of The Room by the Influencer.
The Influencer indemnifies The Room and any of its group companies and its and their respective directors, officers and employees 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 the Influencer’s direct activities using The Room):
- access to and use of or inability to use The Room;
- a claim by the Brand against an Influencer for any reason;
- any violation of any applicable laws, rules or regulations; and
- any misrepresentation made by the Influencer.
- Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
- Without affecting any other right or remedy available to it, the Supplier may terminate the Contract (and/or suspend access to The Room) with immediate effect by giving written notice to the Influencer at the sole discretion of the Supplier.
- If the Influencer wishes to leave The Room, it shall notify the Supplier and follow any instructions given by the Supplier.
On termination of the Contract for whatever reason:
- unless otherwise agreed, the Influencer shall carry out and fulfil any existing obligations under any agreed Opportunities as at the date of termination;
- subject as required by clause 6.3(a) above, all licences or rights granted to the other party under the Contract shall cease;
- any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect; and
- termination of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
- Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
Assignment and other dealings.
- The Influencer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the Supplier's prior written consent.
- The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.
- Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, clients or suppliers of the other party or of any member of the group to which the other party belongs (this shall include details of any members of The Room and their campaigns or Opportunities), except as permitted by 67.3. For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
Each party may disclose the other party's confidential information:
- to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this 67.3; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Contract.
- Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
- A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
- A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
- Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
- delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
- sent by email to the email address given by the Influencer.
Any notice or communication shall be deemed to have been received:
- if delivered by hand, at the time the notice is left at the proper address;
- if sent by pre-paid national postal mail or other next working day delivery service, at 9.00 am on the second Business Day after posting;
- if sent by pre-paid airmail providing proof of delivery, at 9.00am on the fifth Business Day after posting; or
- if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this 87.(iv), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
- This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
- Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
- No partnership, agency. Nothing in the Contract is intended nor does it create a partnership, agency, employment or fiduciary relationship between The Room and the Influencer.
Third party rights.
- Unless it expressly states otherwise, the Contract does not give rise to any rights for a third party to enforce any term of the Contract.
- The rights of the parties to terminate or vary the Contract are not subject to the consent of any other person.
- Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the laws of England and Wales.
- Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
- This agreement is drafted in the English language. If this agreement is translated into any other language, the English language version shall prevail.
- Any notice given under or in connection with this agreement shall be in the English language. All other documents provided under or in connection with this agreement shall be in the English language, or accompanied by a certified English translation.
- If such document is translated into any other language, the English language version shall prevail.