1. Application of terms
1.1 These Terms apply to your use of the Website. By accessing and using the Website:
(a) you agree to these Terms; and
(b) where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.
1.2 If you do not agree to these Terms, you are not authorised to access and use the Website, and you must immediately stop doing so.
1.3 These Terms were last updated on 16 March 2016.
2. Definitions and Interpretation
2.1 In these Terms:
Brand means a business undertaking a Campaign through the Platform. If clause 1.1(b) applies, this also includes authorised representatives of the business in question.
Campaign means a paid or compensated, branded post (or posts) by an Influencer, agreed upon between the Brand and the Influencer through the Platform and bound by the terms of the specific Campaign Agreement.
Campaign Agreement refers to the contract between Influencer and Brand for a specific Campaign.
Influencer means the social media content creators with medium-high followers registered on Platform. If clause 1.1(b) applies, this also includes authorised representatives of the social media content creator in question.
Loss includes loss of profits, savings, revenue or data, and any other damage, loss, liability and cost, including legal costs.
Personal Information means information about an identifiable, living person.
Service Agreement refers to the contract held between a Brand and The Social Club.
Social Post means a piece of content created and shared by an Influencer to any of Snapchat, Instagram, Twitter, Facebook or YouTube, as part of a Campaign.
Terms means these terms and conditions titled “Terms & Conditions of Service”.
Underlying System, System or Platform means any network, system, software, data or material that underlies or is connected to the Website.
User ID means a unique name and/or password allocated to you to allow you to access certain parts of the Website.
We, us or our means The Social Club Limited.
Website means www.thesocialclub.co and all subdomains associated with this domain.
You means you or, if clause 1.1b applies, both you and the other person on whose behalf you are acting.
Regarding interpretation, ‘including’ and similar words do not imply any limit.
3. General Terms
3.1 You must provide true, current and complete information in your dealings with us (including when setting up an account), and must promptly update that information as required in order for it to remain true, current and complete.
3.2 If you are given a User ID, you must keep your User ID secure and:
(a) with the exception of other authorised representatives of a Brand or Influencer approved by The Social Club, not permit any other person to use your User ID (for the avoidance of doubt, this includes not disclosing or providing your User ID to any other person); and
(b) immediately notify us if you become aware of any unauthorised use or disclosure of your User ID, by sending an email to email@example.com.
3.3 You must:
(a) not act in a way, or use or introduce anything (including any virus, worm, Trojan horse, timebomb, keystroke logger, spyware or other similar feature) that in any way compromises, or may compromise, the Website or any Underlying System, or otherwise attempt to damage or interfere with the Website or any Underlying System; and
(b) unless with our agreement, access the Website via standard web browsers only and not by any other method. Other methods include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction or monitoring method.
3.4 You must obtain our written permission to establish a link to our Website. If you wish to do so, email your request to firstname.lastname@example.org.
3.5 You indemnify us against any Loss we may suffer or incur as a direct or indirect result of your failure to comply with these Terms, including any failure of a person who accesses and uses our Website by using your User ID.
3.6 Once a Campaign Agreement has been confirmed by both Brand and Influencer, both parties are bound to meet the obligations set out in the Campaign Agreement, unless both parties agree in writing to terminate the Campaign Agreement.
3.7 Both Brands and Influencers are required to, unless agreed upon by The Social Club, undertake all Campaign communications through the Platform. In circumstances where this is not practical, you must notify email@example.com and provide copies of all written communications and minutes of all verbal communication not captured by the Platform.
3.8 Brands and Influencers must not, together, engage in Campaigns independent of the Platform. Any attempt to circumvent the service provided by The Social Club and our Platform may, at our sole discretion, result in your removal from our Platform.
3.9 The Social Club reserves the right to monitor communication on the Platform for the purposes of optimising user experience for both Brands and Influencers, ensuring no exploitation of any parties and maintaining the integrity of the Platform.
4. Influencer Specific Terms
4.1 Any person over the age of 16, or 13 with written parental permission, can apply to be an Influencer with The Social Club. In order to provide both Influencers and Brands with the best experience, we require the following further standards (or key performance indicators) to be met:
(a) a minimum of 1,000 followers on one of our five key social media platforms.
(b) genuine accounts, with genuine followings.
(c) no overly offensive content, or content that no Brand would be willing to align themselves with.
(d) have your account setting ‘public’ – or at least allow The Social Club reps access to verify your accounts.
If we believe that any of the above key performance indicators are not being met on an ongoing basis, we will investigate and reserve the rights to immediately disapprove or suspend any accounts for this reason.
4.2 When quoting for Campaigns through The Social Club, Influencers are required to keep the following in mind:
(a) If registered for GST, you must include GST in your quote for Campaigns. The amount you quote Brands is the full amount transferred through to you via The Social Club, so the GST payable on your revenue must be factored into your price.
4.3 In order for payments to be made to you, The Social Club requires your bank account number or PayPal details, as well as GST registration details (if applicable).
(a) The Social Club will pay fees for direct credit transfers to New Zealand bank accounts, but will not pay additional PayPal fees.
(b) You are responsible for the accuracy of these details.
(c) Payment is administered by The Social Club and is transferred upon completion of your Campaign. In the case of any dispute regarding the Campaign, The Social Club and both Brand and Influencer will undergo a 10 day mediation process and if no agreement is found, The Social Club will appoint a third party mediator who will make the final decision regarding payment.
4.4 The Social Club Influencers acknowledge that communications and Campaigns involving Brands must be undertaken and completed using the Platform. We reserve the right to monitor and investigate Campaigns that appear inconsistent with our Terms and remove Influencers from our platform who have not acted in accordance with these Terms or terms set out in Campaign Agreements.
4.5 If a Brand contacts you directly, in a way inconsistent with our Terms, you must immediately notify us and we will take the necessary steps to facilitate the Brand’s desired Campaign with you (as an Influencer) through the Platform.
4.6 Influencers are required to keep all information about Brands or Campaigns obtained through the platform completely confidential. This includes but is not restricted to discussing terms of a Campaign with competitor brands, your followers or other TSC influencers.
4.7 For each Social Post as part of a Campaign you must:
(a) meet all Social Post requirements, as set out in the Campaign Agreement.
(b) unless otherwise agreed upon, keep the Social Post active in your feed for a minimum of 6 hours, and on your account for no less than 30 days.
(c) remain authentic about which Brands you promote, taking reasonable steps to avoid any conflicts with other recently promoted Brands – or Brands with which you have contractual relations outside of The Social Club.
(d) be responsive and pleasant with all communications with Brand representatives.
(e) not misrepresent the Brand or engage in any misleading or deceptive conduct.
(f) unless otherwise agreed upon in the Campaign Agreement, create new & unique content for the Social Post, ensuring that it does not breach any third party IP rights.
(g) acknowledge that at any point the Brand or The Social Club can request for the Social Post to be removed and if so, you are required to do this at your first opportunity (but no later than two hours after such a request has been made).
(h) speak positively about the Brand in question. Under no circumstances can you say anything defamatory or anything that will paint the Brand in a bad light.
(i) not grant any further rights to Brands outside the Campaign Agreement regarding the Social Post without first consulting us.
(j) not create a Social Post or other material on the same or any other social media platform that undermines the Campaign or the Brand in question in any way.
(k) If there is any risk of reducing reach of a Social Post within a Campaign, the Influencer may not post any further content, for a period of 6 hours, on the same social media platform as the Campaign’s Social Post, or perform any other act that will reduce the prominence or reach of the Social Post.
5. Brand Specific Terms
5.1 By using the Platform Brands acknowledge that due to a number of social algorithm and other factors, there is no guarantee made by The Social Club regarding the success of Campaigns.
5.2 All IP for the Campaign content is owned fully by the Influencer and further use of the content must therefore be negotiated with the Influencer. Unless otherwise agreed upon, the Brand has a licence to use the IP created for the Purpose of the Campaign on the same social media channel as it was originally posted for a period of 30 days.
5.3 Brands are required to make payments in advance to The Social Club for all Campaigns. The Social Club keeps campaign credit aside and administers payment to Influencers provided the key performance indicators (KPIs) set out in the Campaign Agreements are met.
(a) In the case of an Influencer not meeting KPIs as set out in the Campaign Agreement, no money will be paid to the Influencer and that portion of the payment credited to the Brand account or returned to the Brand.
(b) If any disputes arise regarding completion of obligations and payments, The Social Club will assist in mediation over a 10 day period and if no agreement is met, The Social Club will appoint a third party to make final decisions on the payment.
(c) In the case of both Brand and Influencer agreeing that a Campaign has been completed successfully, The Social Club will transfer payment to the Influencer, provided that the Influencer meets all Campaign requirements as set out in the Campaign Agreement.
5.4 The Social Club reserves the right to reject or modify any Campaigns that do not meet our Terms or company values.
5.5 Brands acknowledge that The Social Club will take reasonable steps to ensure compliance and co-operation of our Influencers, but ultimately they are not employees of The Social Club and we therefore do not accept full responsibility for their actions.
5.6 By using the platform Brands acknowledge that they are still obliged to comply with all relevant laws (including, but not limited to, the Fair Trading Act 1986) and any relevant advertising standards when undertaking a Campaign and the Brand indemnifies the Social Club against any loss or liability resulting from such a breach of law or advertising standard.
5.7 When engaging Influencers for Campaigns, Brands are required to keep communication through The Social Club. If an Influencer contacts you directly, in a way inconsistent with our Terms, you must immediately notify us and we will take the necessary steps to facilitate the Influencer’s desired Campaign with you through the Platform.
5.8 Brands are required to keep all Personal Information about an Influencer or requested Campaigns obtained through the platform confidential.
5.9 Brands are required to meet payment terms as set out in the Service Agreement between the Brand and The Social Club. This may include, but is not limited to, account registration fees, subscription fees, campaign service fees and campaign success fees.
6. Intellectual property
6.1 We (and our licensors) own all proprietary and intellectual property rights in the Website (including all information, data, text, graphics, artwork, photographs, logos, icons, sound recordings, videos and look and feel), and the Underlying Systems.
6.2 All statistics and data collected, associated with Campaigns created and run through The Social Club platform, is owned by The Social Club.
6.3 IP surrounding content created by Influencers for the purpose of Campaigns, unless expressly stated in Campaign Agreements, is owned by the Influencer. Unless otherwise negotiated and expressly stated in the Campaign Agreement, Brands do not have access to use influencer content in any way.
7. Limitation of Liability
7.1 To the extent permitted by law, we and our licensors have no liability or responsibility to you or any other person for any Loss in connection with:
(a) the Website being unavailable (in whole or in part) or performing slowly;
(b) any error in, or omission from, any information made available through the Website;
(c) any exposure to viruses or other forms of interference which may damage your computer system or expose you to fraud when you access or use the Website. To avoid doubt, you are responsible for ensuring the process by which you access and use the Website protects you from this; and
(d) any site linked from the Website. Any link on the Website to other sites does not imply any endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, products or operators.
7.2 These Terms are specific to New Zealand. We make no representation or warranty that the Website is appropriate or available for use in all countries or that the content satisfies the laws of all countries. You are responsible for ensuring that your access to and use of the Website is not illegal or prohibited, and for your own compliance with applicable local laws.
7.3 To the maximum extent permitted by law:
(a) you access and use the Website at your own risk; and
(b) we are not liable or responsible to you or any other person for any Loss under or in connection with these Terms, the Website, or your access and use of (or inability to access or use) the Website. This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.
7.4 Except to the extent permitted by law, nothing in these Terms has the effect of contracting out of the New Zealand Consumer Guarantees Act 1993 or any other consumer protection law that cannot be excluded. To the extent our liability cannot be excluded but can be limited, our liability is limited to the total value of the amount paid by a Brand to The Social Club.
7.5 To the maximum extent permitted by law and only to the extent clauses 9.1 and 9.2 of these Terms do not apply, our total liability to you under or in connection with these Terms, or in connection with the Website, or your access and use of (or inability to access or use) the Website, must not exceed the total value of the amount paid by a Brand to The Social Club.
8.1 You are not required to provide Personal Information to us, although in some cases if you choose not to do so then we will be unable to make certain sections of the Website available to you. For example, we may need to have your contact information in order to provide you with updates from our Website or to promote you fully within The Social Club marketplace.
8.2 When you provide Personal Information to us, we will comply with the New Zealand Privacy Act 1993. For various reasons, including engaging users, enhancing user experience, marketing and platform development, Personal Information that we collect includes:
(a) your name, location and contact information;
(b) financial details including billing details, bank account and Paypal details;
(c) sensitive information about you;
(d) your social media handles, login details & usernames;
(e) relevant data from your social media accounts, relating to your own promotion on our Platform or Campaign reporting;
(f) photographs of you;
(g) information regarding your personal interests;
(h) your online behaviour and interests;
(i) the contact details of a third party. If asked to provide these, please ensure you have express permission from them to do so for the purposes of these Terms; and
(j) any other Personal Information that you provide directly to us.
8.3 The Social Club collects Personal Information from you primarily so that our business can function, providing you with the best possible user experience on our Platform, as well as customer service. Your Personal Information may be collected, held, used or disclosed by us for the following purposes:
(a) to assist us in providing services effectively to Brands and Influencers on The Social Club platform;
(b) to communicate with you about Campaigns, or updates from The Social Club;
(c) in the promotion of The Social Club to prospective Brands / Influencers. In this case, the information provided will be high-level and readily available;
(d) to assist in your own promotion within The Social Club marketplace. If you wish to know exactly what details are displayed in the marketplace, please contact us firstname.lastname@example.org;
(e) to allow you access to protected parts of our Platform;
(f) to tailor your experience on our Platform;
(g) to verify your identity;
(h) to investigate any complaints made by or about you, if we have reason to believe that you or a party you have connected with may have breached any of our Terms & Conditions of Service.;
(i) to provide updated personal information to us, contractors & external providers; and
(j) as required or permitted by any law;
8.4 The Personal Information you provide to us (including any information provided if you register for an account) is collected and may be used for communicating with you, statistical analysis, the marketing by us of products and services to you, credit checks (if necessary), and research and development. It will also be used to assist you in your own promotion to either brands or Influencers (whichever you are not).
8.6 Generally, we do not disclose Personal Information to third parties for them to use for their own purposes. However, some of the circumstances in which we may do this are:
(a) to service providers and other persons working with us to make the Website available or improve or develop its functionality (e.g. we may use a third party supplier to host the Website);
(b) in relation to the proposed purchase or acquisition of our business or assets; or
(c) where required by applicable law or any court, or in response to a legitimate request by a law enforcement agency.
8.7 Any Personal Information you provide to us may be stored on the secure servers of our trusted service providers, which may be located outside New Zealand. This may involve the transfer of your Personal Information to countries which have less legal protection for Personal Information than New Zealand. You are accepting this by using our service.
8.8 You have the right to request access to and correction of any of the Personal Information we hold about you. If you would like to exercise these rights, please email us email@example.com.
9. Suspension and termination
9.1 Without prejudice to any other right or remedy available to us, if we consider that you have breached these Terms or we otherwise consider it appropriate, we may immediately, and without notice, suspend or terminate your access to the Website (or any part of it).
9.2 On suspension or termination, you must immediately cease using the Website and must not attempt to gain further access.
10.1 If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to any written communications or notices.
10.2 These Terms, and any dispute relating to these Terms or the Website, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Website.
10.3 For us to waive a right under these Terms, the waiver must be in writing.
10.4 Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 4.5, 7, 9.1, continue in force.
10.5 If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.
10.6 These Terms set out everything agreed by the parties relating to your use of the Website and supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to these Terms. The parties have not relied on any representation, warranty or agreement relating to the Website that is not expressly set out in the Terms, and no such representation, warranty or agreement has any effect from the date you agreed to these Terms.
11.1 We may change these Terms at any time by updating them on the Website. Unless stated otherwise, any change takes effect immediately. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Website, you agree to be bound by the updated Terms.
11.2 We may change, suspend, discontinue, or restrict access to, the Website without notice or liability.