Last Updated: 11/21/2017
The Platform is provided solely (the "Permitted Use") to: (1) assist you in gathering information about the various types of Campaign opportunities and Merchants available on the Platform, including profiles, price ranges, and Campaign descriptions (each, a "Merchant Profile"); (2) enable you to post information regarding yourself and to respond to any Campaign opportunities; (3) post reviews of Merchants; (4) facilitate communication with Merchants with the objective of entering into a Campaign Agreement; and (5) facilitate the transmission of payments from the Merchant to you under a Campaign Agreement ("Platform Services").
We reserve the right to change any information, material or content (including, but not limited to, price, features, availability of Merchants, Merchant Profiles, types of Campaigns, and reviews of Campaigns and Merchants) contained on or provided through the Platform (the "Content") at any time, and from time to time, without notice.
Use of the Platform
You will be required to successfully sign up for a user account (the "User Account") using the available interfaces at the Platform and be issued with a username and password login credentials by Zipfworks ("User ID") in order to use the Platform and communicate with Merchants through the Platform. If you are issued with a User ID, you shall keep your User ID secure and shall not share your User ID with anyone else, and you shall not collect or harvest any personal data of any other user of Zipfworks, including account names. We reserve the right to disable any User Account issued to you at any time in our sole discretion. If we disable access to a User Account issued to you, you may be prevented from accessing the Platform, your account details or any Campaigns that are associated with your account.
Term and Termination
We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at email@example.com. Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.
Campaign Agreements with Merchants
If you enter into a Campaign Agreement with a Merchant, you have a 14 days to submit your promotional materials for the Campaign through the Platform for the Merchant's review and approval.
Influencer Score and Tracking Pixels
The amounts payable by you from a Merchant to engage in such Merchant's Campaign is calculated by Zipfworks based on an "Influencer Score" assigned to you. The Influencer Score is based on a number of factors related to you, including (a) blog traffic, (b) social media engagement and (c) performance in prior Marketing Campaigns on the Platform. The Influencer Score shall be solely determined by Zipfworks and shall be viewable by you on the Platform.
As a part of your promotional services for a Merchant's Campaign, we will track how well you perform in terms of clicks and conversions sent to such Merchant's stores or sites. When you are engaged by a Merchant to Influencers to promote its Campaign, you will be assigned a unique tracking URL as well as a referral discount code which you can use to promote such Campaign. If a consumer of such Merchant uses either of these to purchase such Merchant's products, such event will be tracked and reported in the Platform. Your overall performance in driving sales across any Campaigns you service will impact your Influence Score.
Facilitated Payments Withholding Consent
If Zipfworks facilitates the transmission of any payments from the Merchant to you in connection with a Campaign Agreement (each, a "Facilitated Payment"), Zipfworks may in its sole discretion withhold from any such Facilitated Payment any amounts that are payable to Zipfworks by the applicable Merchant in connection with that Campaign Agreement. Zipfworks is not your trustee or fiduciary in respect of any Facilitated Payments or any Campaign Agreements. Zipfworks reserves the right, at its sole discretion, to place a hold on a Facilitated Payment, if Zipfworks determines that the funds may be subject to a breach of applicable law (e.g. fraud or money laundering), or if Zipfworks is required to cooperate with law enforcement.
Six Month Exclusivity
For a period of [six (6) months] commencing on the later of: (i) the date when you last communicated with a Merchant in respect of a Campaign, whether through the Platform or otherwise, and (ii) the execution date of a Campaign Agreement entered into with a Merchant (the "Commencement Date"), neither you nor your agents or affiliates will enter into an agreement directly or indirectly with such Merchant for the creation of any promotional media content, subject to the following exemptions:
The agreement you are entering into with the Merchant is a Campaign Agreement, in respect of which Zipfworks will receive a fee as provided for thereunder; or
You were engaged in good-faith negotiations with the Merchant for the creation of that promotional media content on or before the Commencement Date; or
You are renewing a pre-existing agreement with the Merchant that expired after the Commencement Date.
Reviews and Comments
Zipfworks takes no responsibility and assumes no liability for any Submissions posted or submitted by you. Zipfworks has no obligation to post your Submissions and reserves the right, in its absolute discretion to determine which Submissions are published on the Platform. If you do not agree to these terms, please do not provide us with any Submissions.
You are fully responsible for the content of your Submissions, specifically including, but not limited to, reviews posted to the Platform. You acknowledge that Zipfworks may exercise its rights (e.g. use, publish, delete) to use any Submissions without any notice to you.
All Content, including (without limitation) all designs, infrastructure graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks displayed on the Platform, are owned or licensed by Zipfworks and are protected by copyright, trade-mark and other intellectual property laws.
Please note that Merchants may have additional privacy policies or statements that govern their practices in collecting, storing, using and disclosing your personal information. Please read those additional privacy policies or statements carefully. You hereby represent and warrant to Zipfworks that you have familiarized yourself and agree with those privacy policies or statements imposed by any Merchant with whom you elect to deal through the Platform.
No Unlawful or Prohibited Use
You shall not, without our prior written permission, use the Platform and the Content for purposes other than the Permitted Use. Without limiting the generality of the foregoing, you shall not, and shall not permit anyone else to:
- (a) "frame", "mirror" or otherwise incorporate the Platform or the Content or any part thereof on any commercial or non-commercial website;
- (b) access, monitor or copy any part of the Platform or the Content using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;
- (c) violate the restrictions in any robot exclusion headers on the Content or the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform;
- (d) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on the Platform;
- (e) deep-link to any portion of the Platform for any purpose;
- (f) remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in any Campaign, the Platform or the Content;
- (g) modify or attempt to modify (or permit anyone else to modify or attempt to modify) the Platform or any Campaigns, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform or a Campaign;
- (h) use the Platform or any Campaign or Content as part of any service for sharing, lending or multi-person use, or for the purpose of any other institution, except as specifically permitted by an applicable Campaign Agreement and only in the exact manner specified and enabled by therein;
- (i) attempt to, assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Platform;
- (j) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform or the Content;
- (k) create derivative works based on the Platform or the Content, in whole or in part, or to decompile, disassemble, reverse engineer or other exploit any part of the Platform or the Content;
- (l) use of access the Platform in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party;
- (m) upload to or transmit through the Platform any information, images, text, data, media or other content that is offensive, pornographic, hateful, obscene, defamatory or violates any laws or regulations (including but not limited to criminal laws and FTC regulations), in each case as determined in our sole discretion; or
- (n) post, upload, publish, submit or transmit any Content that:
- (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
- (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
- (iii) is fraudulent, false, misleading or deceptive;
- (iv) is defamatory, obscene, pornographic, vulgar or offensive;
- (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
- (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or
- (vii) promotes illegal or harmful activities or substances.
You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of content to the Platform. You acknowledge that Zipfworks may exercise its rights (e.g. use, publish, delete) to use any Submissions without any notice to you.
Clear and Prominent Disclosure of Material Connections With Merchant
You are required to follow the Federal Trade Commission's Endorsement Guides. In the event a Merchant engages you for a Campaign, you understand and agree that you are required to clearly and conspicuously disclose any material connection between you and the Merchant. Material connections include, but are not necessarily limited to, the Merchant providing you with something of value, such as free use of products or services. In general, disclosures should be:
- • in clear and unambiguous language;
- • as close as possible to the native ads to which they relate;
- • in the same medium as the ad, for instance, in the video or in the blog post;
- • in a font and color that's easy to read;
- • in a shade that stands out against the background;
- • for video ads, on the screen long enough to be noticed, read, and understood; and
- • for audio disclosures, read at a cadence that's easy for consumers to follow and in words consumers will understand
As an Influencer, it is your responsibility to understand and abide by the requirement imposed on you by the FTC and to ensure that a clear and conspicuous disclosure is made each and every time you create content for a Campaign.
If Zipfworks learns of Campaigns you create that do not, in our sole discretion, abide by the FTC endorsement disclosure guides, we may require you to add appropriate disclosures, and we may require you to suspend the Campaign until such disclosures are added. Repeated failure to include appropriate disclosures in your Campaigns, or your failure to add disclosures upon request by Zipfworks, may result in termination of your account.
Third Party Websites
The Platform may provide links to third party websites. We do not endorse the information contained on those web sites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked web site is not under our control, and if you choose to access any such web site, you do so entirely at your own risk.
We may enable you to link your User Account with a valid account on a third party social networking, email or content service such as YouTube (such service, a "Third-Party Service" and each such account, a "Third-Party Account") by allowing Zipfworks to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Zipfworks and/or grant Zipfworks access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Zipfworks to pay any fees or making Zipfworks subject to any usage limitations imposed by such third-party service providers.
By granting us access to any Third-Party Accounts, you understand that Zipfworks may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible ("Content") that you have provided to and/or stored in your Third-Party Account ("TPS Content") so that it is available on and through the Platform via your User Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your User Account on the Platform. You hereby authorize us to retrieve information from, and submit information to, such Third Party Services at your request; and to provide Services relating to any information we retrieve from those Third-Party Accounts. Please note that if a Third-Party Account or associated service becomes unavailable or Zipfwork's access to such Third-Party Account is terminated by the third-party service provider, then TPS Content will no longer be available on and through the Platform. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the "Settings" section. In most cases, we do not actually store the entirety of your TPS Content, but instead we collect and store the metadata associated with such TPS Content. You hereby authorized such collection and storage.
Relationship with Third-Party Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND ZIPFWORKS DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Zipfworks makes no effort to review any TPS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Zipfworks is not responsible for any TPS Content. You should note that a Third-Party Service may change or amend its guidelines and our access to it at any time, and we cannot guarantee that our Services will always include a connection to such Third Party Service.
We may hire other companies to perform certain business related functions such as processing payments on our behalf. Our payment processing partner may request that you provide certain personal data (e.g., a valid government issued ID, your legal name, address, and data of birth) for the purpose of making payment through its financial institutions and complying with any federal and state laws and regulations. They may also communicate directly with you regarding any issues with a payment. Any information provided to our third party will be confidential and only be used for intended purposes.
The downloading and viewing of Content is done at your own risk. We cannot and do not guarantee or warrant that the Platform or the Content are compatible with your computer system or that the Platform or the Content, or any links from the Platform or the Content, shall be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Platform.
Communications Not Confidential
We do not guarantee the confidentiality of any communications made by you through the Platform. Although Zipfworks generally adheres to the accepted industry practices in securing the transmission of data to, from and through the Platform, you understand, agree and acknowledge that Zipfworks cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Platform or any Campaigns.
DISCLAIMER AND LIMITATION OF LIABILITY
THE PLATFORM AND THE CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. USE OF THE PLATFORM OR THE CONTENT IS AT YOUR OWN RISK. ZIPFWORKS DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF THE PLATFORM OR THE CONTENT. THE PLATFORM AND THE CONTENT MAY INCLUDE ERRORS, OMISSIONS AND INACCURACIES, INCLUDING, WITHOUT LIMITATION, PRICING ERRORS. ZIPFWORKS DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE PLATFORM OR THE CONTENT. IN ADDITION, ZIPFWORKS EXPRESSLY RESERVES THE RIGHT TO CORRECT ANY PRICING ERRORS ON THE PLATFORM.
BUSINESS AND CAMPAIGN REVIEWS DISPLAYED ON THE SITE ARE INTENDED AS ONLY GENERAL GUIDELINES, AND ZIPFWORKS DOES NOT GUARANTEE THE ACCURACY OF THE REVIEWS. ZIPFWORKS MAKES NO GUARANTEES ABOUT THE AVAILABILITY OF SPECIFIC BUSINESSES, CAMPAIGNS OR TYPES OF CAMPAIGNS.
TO THE FULLEST EXTENT PERMITTED BY LAW, ZIPFWORKS DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PLATFORM AND THE CONTENT WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR THAT THE PLATFORM OR THE CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. IN NO EVENT WILL ZIPFWORKS BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT ZIPFWORKS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE USE OF, OR THE INABILITY TO MAKE USE OF, THE PLATFORM OR THE CONTENT OR ANY CAMPAIGN AGREEMENT.
BUSINESSES ENGAGING YOUR SERVICES THROUGH THE PLATFORM ARE INDEPENDENT ORGANIZATIONS AND NOT CONTRACTORS, AGENTS OR EMPLOYEES OF ZIPFWORKS. ZIPFWORKS IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY BUSINESSES OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKES NO RESPONSIBILITY WHATSOEVER RELATED TO ANY CAMPAIGNS OR CAMPAIGN AGREEMENTS.
The limitations above reflect the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.
Limitations Period. YOU AND ZIPFWORKS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS, THE WEBSITE, THE SERVICES OR THE CAMPAIGNS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Geographic Application of the Platform Not all of the Influencers, Campaigns and services described on the Platform are available in all jurisdictions. Furthermore, nothing on the Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by law.