DEFINITIONS AND INTERPRETATION
The following terms shall have the following meaning:
“Account Information” shall mean information as provided by the Brand and the Influencer on the Brand Account and Influencer Account, respectively.
“App” shall mean and refer to the WORD Marketplace mobile application, available on App Store and Google Play Store and via other delivery methods including all related players, widgets, tools, functionalities, applications, data, software, application program interface (APIs) and other services provided by WORD, for download and use by Influencers in accordance with these Terms.
“Brand” shall mean the party which may use and order Campaign based Services on WORD.
“Brand Account” shall mean the Brand’s user account on marketplace.whatstheword.co, created by the Brand on the Website.
“Brand Content” shall mean the Brief provided by Brand to WORD for the fulfilment of the Services, along with any other content uploaded by the Brand on the Services. Brand Content shall also include Brand’s name, logo and trademarks on WORD website and social media channels, as well as WORD’s affiliates´ websites and social media channels.
“Credits” shall mean WORD credits provided to the Brand to avail of the Services on the Website, granted by WORD against an equivalent advance payment made by the Brand to WORD or as allocated by WORD based on Brand’s credit worthiness determined by WORD
“Brand Payment Profile” shall mean the Brand’s payment profile as part of the Brand’s Account Information in respect of which the Brand will be required to submit information that includes but is not limited to GST and PAN details, company name, contact person particulars of payment, selected modes of payments, and Credit limits,
“Brief” shall mean the offer document by the Brand hosted on the Services, which gives information about the Brand’s campaign plan, including the campaign story, mentions, Campaign period etc, based on which the Influencer is to render its content creation and marketing based services, which is available at marketplace.whatstheword.co
“Budget” shall mean the total budget of the Brand for a specific Campaign. “Payable Budget” shall the Budget as total remuneration due and payable to Influencer through WORD, as specified in the Brief.
“Campaign” shall mean the focused marketing activity required to be carried out on behalf of the Brand, as per details published in the Brief, and executed by the Influencer.
“Content” shall mean any and all content and information on the Services uploaded by Brand and the Influencer.
“Channel” shall mean means the relevant social media channel on which the Post shall be displayed through the Influencer’s profile/handle, (e.g. Instagram, Facebook, etc.) as specified in the Brief.
“Commission” means a percentage amount of the Budget as determined in the Brand Account and communicated to the Brand through the Services, which is payable by the Brand to WORD as fees for use of its Services.
“Influencer” means natural persons who are users of social media with a certain level of following and engagement on such social media platforms.
“Influencer Account” means the Influencer’s WORD user account created by the Influencer by way of the App.
“Influencer Payment Profile” shall mean the Influencer’s profile as part of the Influencer’s Account Information in respect of which the Influencer will be required to submit information that includes but is not limited to particulars of payment, selected modes of payments etc,
“Website” shall mean WORD Marketplace’s publicly accessible web pages available at marketplace.whatstheword.co.
“WORD/Company/We/Our” shall mean the Services provided by the marketplace operated by Alchemy Advertising Pvt. Ltd. on marketplace.whatstheword.co in the form of a self-serve tech platform which enables brands to connect with content creators/influencers for creation and marketing of campaign-based content, by way of influencer marketing.
“WORD Content” shall mean the Services and all information and/or content that the Brand and Influencer sees, hears, or otherwise experiences on the Services including but not limited to text, graphics, images, music, software, audio, video, stills, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services which WORD owns and/or controls.
“Offer” means the details of services to be rendered by the Influencer based on the Brief in return for the Budget defined herein.
“Party” shall mean either Brand or the Influencer, as per context.
“Parties” shall mean the Brand and Influencer, collectively.
“Post” or “Posts” shall mean the marketing and promotional material and artwork to be provided by Influencer for Brand’s approval, including but not limited to stills, audio-visuals and/or visuals, hashtags, descriptions, tags in connection with the Services in the relevant Channel. “Approved Post” shall mean the Post approved by the Brand to be included as part of the Campaign.
“Services” means, individually and collectively, the provision of WORD´s website and App to Brands and Influencers, respectively, (including all related players, widgets, tools, functionalities, applications, pages, data, software, application program interface (APIs) and other services.
“Terms” shall mean this document containing the terms and conditions of use between the Brand, the Influencer and WORD any other terms that a Party may agree to through and while use of the Services, and other terms that may be notified or updated on the Services, from time to time.
These Terms contains the agreement between the Brand, the Influencer and WORD.>
These Terms governs the Parties’ use of Services provided by WORD on the Website located at marketplace.whatstheword.co and App located on the App Store and Google Play Store and via other delivery methods including all related players, widgets, tools, functionalities, applications, data, software, application program interface (APIs) and other services provided by WORD.
These Terms are important because (among other things) they:
PLEASE NOTE, THESE TERMS AND CONDITIONS OF USE ALONG WITH ALL THE AGREEMENTS STATED IN THIS DOCUMENT ARE EXCLUSIVELY BETWEEN WORD MARKETPLACE AND THE BRAND AND THE INFLUENCER.
Please read these Terms very carefully. By accessing or using the Services each Party represents that it has read these Terms and agrees to be bound by the same, along with acceptance all terms incorporated by reference. If a Party does not agree with all of the use requirements and restrictions described herein, the such Party is not entitled access the Services.
The Parties are required to review these Terms thoroughly and verify whether these Terms are complete, prior to using the Services. Should these Terms contain an error, the concerned Party is required to communicate with WORD in writing at the address provided in Section 24 of these Terms.
The Parties represent and warrant that they understand, and agree, that WORD shall not, in any way, be construed to be a party to any contract or agreement with either Party regarding the provision of any implied services or results the Services, save and except as specified hereunder. While WORD endeavors to provide maximum value to the Parties by optimizing the Services basis market requirements, WORD does not guarantee in any way that the use of the Services will result in adequate economic benefits and/or business opportunities and/or increase in Brand reach and engagement, and/or Brand goodwill and/or Influencer outreach and fame. WORD does not guarantee that use of the Services by a Party, in any manner and to any degree or extent, will meet the objectives with which such Party started using the Services. The Parties hereby expressly agree that dissatisfaction with the Services shall not entitle such Party to receive a refund of any monies payable/paid to WORD or entitle such Party to any remuneration not contemplated under this Agreement, and such Party’s sole remedy, should such an event arise, shall be termination of the Brand Account or Influencer Account (as may be applicable) and stoppage of use of the Services.
By using the Services, the Parties agree that WORD may display of advertisements, events, promotions, including advertisements that businesses, organizations pay WORD to promote; that in our opinion, shall be relevant to the Parties.
To get started with using the Services, the Brand is required to create a Brand Account on the Website. Please note, the Brand may only access the Services through the Website.
To create the Brand Account, the Brand is required to provide: i.) Name of the individual operating the Brand Account; ii.) Contact Number; iii.) E-mail ID; iv) Brand Name; Product or Service Description; Go live date*; Budget; Category of Influencer; Comments (non-mandatory) in connection with the Brand’s use of the Services. Such aforesaid information is only an illustrative list and WORD may seek additional information as required in our discretion from time to time. The Brand agrees and confirms that it shall not use any other party’s brand account at any time.
WORD conducts an internal review of the Account Information the Brand submits to create a Brand Account including information pertaining to the Brand Payment Profile. Please note, WORD reserves the right to reject creation of Brand Account or terminate a Brand Account at any point, basis WORD’s review of the Account Information the Brand has submitted.
To get started with using the Services, the Influencer is required to create an Influencer Account on the App.
To create the Influencer Account, the Influencer is required to provide i) Name of the influencer; ii) E-mail ID; and iii) a unique password in connection with the Influencer’s use of the Services. Such aforesaid information is only an illustrative list and WORD may seek additional information as required in our discretion from time to time. The Influencer agrees and confirms that it shall not use other party’s account at any time.
In addition to the information stated above, in order to permit an Influencer to engage in a Campaign, WORD will also require the Influencer to complete the Influencer’s Payment Profile.
WORD conducts an internal review of the Account Information the Influencer submits to create an Influencer Account including information pertaining to the Influencer Payment Profile. Please note, WORD reserves the right to reject creation of an Influencer Account or terminate an Influencer Account at any point, basis WORD’s review of the Account Information the Influencer has submitted.
Brand + Influencer
WORD reserves the right to monitor the Services and generally any and all Brand Account and Influencer Account activity.
WORD reserves the right to add, edit, modify, delete any information provided by the Brand and/or Influencer in the event such information, in WORD’s sole discretion, is in breach of any applicable law and/or any of WORD’s policies at any time. WORD reserves the right to terminate any Account that becomes inactive, violates trademark, or may mislead other users. WORD reserves the right to reclaim Account Information on behalf of businesses or individuals that hold legal claims or trademark rights over such Account Information.
WORD retains the right and absolute discretion to terminate or suspend the relevant Brand Account and/or the Influencer Account and/or access to the Services (or any element thereof) if it believes that a Party is abusing or tampering with the Services (or any element thereof) in any way, or if a Party has breached these Terms, or a Party has engaged in any unlawful, unethical, or other misconduct calculated to jeopardise the proper administration of WORD (or any element thereof) as per WORD’s discretion. WORD’s rights to recover damages and/or other compensation and/or other enforce other remedies available under law and equity, from such Party are expressly reserved.
Parties hereby acknowledge and understand that it may take 48 (forty-eight) hours or more to validate and activate Brand Account and Influencer Account, after a Party have provided all the necessary information required by WORD as stated in these Terms and/or otherwise requested on the Services. Parties may be allowed to use certain features of the Services even without validation of their respective accounts, however, certain aspects of the Services such as payments (for Influencers) and ability to view Posts (for Brands) may only be accessible after complete validation of the respect accounts. Parties also agrees that their account password to anyone and will notify us immediately of any unauthorized use of their account. Each Party is responsible for all activities that occur under the respective Brand Account or Influencer Account, as the case may be, whether or not such Party is aware of them. WORD may restrict, deactivate or terminate a Party’s access to the Services if we believe a Party is in breach of these Terms.
Once the Brand has made a Brand Account on the Services, the Brand may log in to the Website using the relevant Account Information. Subject to the Terms and Brand’s compliance with such Terms, the Brand is automatically provided with features and functionalities that will enable it to create a Campaign. Once the Brand is on the homepage of the Brand Account, it will have access to a host of features and functionalities.
WORD RESERVES THE RIGHT TO REJECT ANY CAMPAIGN (WITHOUT PROVIDING ANY REASONS FOR IT) WHICH IN ITS DISCRETION IS INCOMPATIBLE WITH THE SOLUTIONS WORD PROVIDES AND/OR IS CONTRARY TO WORD POLICIES AND/OR DOES NOT COMPLY WITH THESE TERMS.
Further information on the Services that may be relevant to the Brand is available as part of our FAQs here https://www.whatstheword.co/faq.php.
Once the Influencer has made an Influencer Account on the Services, the Influencer may log in to the App using the relevant Account Information. The Influencer is then automatically provided with features and functionalities that will enable it to create select a Campaign for which the Influencer can submit Posts. Once the Influencer is on the homepage of the Influencer Account, Influencer will have access to a host of features and functionalities.
Further information on the Services that may be relevant to the Influencer is available as part of our FAQs here https://www.whatstheword.co/faq.php.
To initiate a Campaign:
Once the Brand has logged into the Brand Account, the Brand shall insert relevant information as part of the Brief as required on the Services, based on which the Influencers may provide Posts.
Subject to these Terms, all right, title and interest in all intellectual property rights in Posts and the Approved Posts will remain or be vested in the Influencer. Nothing in these Terms will be taken to constitute a transfer, assignment or grant of any ownership rights in the Posts to any other party, including WORD or the Brand.
TO THE BRAND: Notwithstanding the foregoing, the Influencer grants the Brand, the right to:
INFLUENCER ACKNOWLEDGES AND AGREES THAT THE RELEVANT BRAND WILL NOT BE REQUIRED TO REMOVE FROM ITS SOCIAL MEDIA HANDLES ANY APPROVED POST OR ANY COMMENT, SHARE OR RE-POST OF AN APPROVED POST AFTER THE PERIOD OF CAMPAIGN HAS EXPIRED.
TO WORD: Notwithstanding the foregoing, the Influencer grants WORD:
The Influencer agrees by submitting any Post on the Services, the Influencer irrevocably and unconditionally waived any and all “moral rights”, “performers’ rights”, “lending rights”, and like rights it has in the Posts, now existing and hereafter enacted, in any and all territory(ies) of the world, and Influencer hereby agree and shall ensure that the Influencers shall not make any claim against WORD and/or Brand to exploit relevant Posts as per these Terms, based on such moral rights, performer rights or like rights.
BRAND CONTENT AND LICENSE OF RIGHTS IN BRAND CONTENT.
THE BRAND GRANTS: –
TO WORD: a sub-licensable, irrevocable, perpetual, royalty free and worldwide license to exploit, wholly and without any limitation, any and all of the Brand Content and/or part thereof, through any and all modes, media and formats, for the purpose of promoting WORD and its Services. In that limited context, the License of rights granted under the Agreement by Brand to WORD includes but is not limited to (a) the right to advertise, publicise, and/or promote the Brand Content in connection with the use, sale, performance and/or distribution of the Services; (b) the right to communicate to the public, the Brand Content through all modes and mediums now known or invented and/or developed in future, including but not limited to, broadcast or through any other present future broadcast media, whether independently or in conjunction with other content including Brand Content; (c) to exploit the mobile, digital and electronic rights in each and/or all of the Brand Content; (e) to synchronize the Brand Content with other content in any manner to any extent whatsoever; (f) to reproduce the Brand Content in any material form and issue copies of the Brand Content. Subject to the aforesaid and these Terms, WORD does not claim ownership rights in any Brand Content that a Brand makes available through Brand’s use of the Services. In pursuance of the rights granted to WORD under this section, WORD may use the Brand Content for various purposes including but not limited to Campaign case studies, analytics, promotional videos, etc.
TO INFLUENCER: The Brand grants to the relevant Influencer, a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable licence:
WORD make no warranties or representations, express or implied, about the Brand Content, including as to its legality or accuracy. WORD does not review Brand Content and is neither obliged to do in manner. WORD is not responsible for the contents of Brand Content and we do not necessarily endorse any opinion contained in such material.
WORD CONTENT AND PARTIES’ LICENSE TO USE THE SERVICES (BRAND + INFLUENCER)
ACCESS TO WORD SERVICES AND WORD CONTENT.
All of the Services and WORD Content is the property of WORD and/or its licensors and is protected by Indian and international copyright, trademark, and other laws. WORD owns or has the license to use all of the intellectual property rights relating to WORD Content and, the Services, including, without limitation, all intellectual property rights protected as trade secrets, copyrights, trademarks, service marks, trade dress, or proprietary or confidential information, and whether or not they happen to be registered. Each Party agrees that by virtue of its use of the Services, they do not acquire any intellectual property rights vested in the Services and/or WORD Content. Please note, all third party software included in the Services are made available to the Parties under the relevant third-party software license terms.
WORD hereby grants the Brand and the Influencer, a non-exclusive, non-transferable, revocable and limited license to make personal, non-commercial use of the Services that are intended to be made available to a Party as a
for accessing the Services that a Party is entitled to and/or as a visitor browsing the Services. Apart from the foregoing, no other right, title and interest is being made available to any Party. A Party may not use any
user’s account on the Services or upload any content on their behalf. Further, we reserve all rights not granted to a Party under the Agreement.
WORD Services are not sold or transferred to any Party, and WORD and its licensors retain ownership of all copies of the software applications, data, WORD Content, visuals, stills, etc, at all times. Parties may not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit WORD Content, except as expressly permitted in the Agreement, without WORD’s express prior written consent. No licenses or rights are granted to any Party by implication or otherwise under any intellectual property rights owned or controlled by WORD or its licensors, except for the licenses and rights expressly granted in the Agreement.
WORD grants each Party, permission to use the Services, as applicable to such Party, subject to the conditions and restrictions in the Agreement and/or any other limitations notified by us to a Party. We may change, restrict, or terminate a Party’s permission to use the Services for any conduct that we consider to be inappropriate, or for a Party’s breach of the Agreement, including the restrictions listed hereunder. Each Party’s use of the Services is at its own risk, including the risk that a Party might be exposed to content, information, data, items, materials, software, text, displays, images, video, and audio that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.
We are not responsible or liable, in any manner whatsoever, for any unsatisfactory or delayed performance of any such Services and/or the products of the Services.
The Services may be modified, updated, interrupted, suspended or discontinued at any time, for any or no reason without notice to Brand.
Notwithstanding any contained in these Terms, the Brand agrees to pay WORD:
WORD will invoice the Brand, immediately upon expiration of the period of the Campaign as stated in the Brief, OR expiration of Brand’s Credits OR in the first week of every month for Posts approved in the previous month, whichever is earlier , in the amount of the Payable Budget and the Commission, in relation to any and all Posts that have been approved by the Brand for the previous month. Brand shall make payment of the Invoice within such days of the as is stated in the Invoice or as communicated to you through the Services. WE HAVE A STRICT NO REFUNDS POLICY.
The Brand is responsible for paying all taxes (except as required otherwise under applicable law).
All payments shall be made through the third party links/services available through the Services, such as ‘payment gateways’. Such third party links/services will have their own terms and conditions. Please ensure you read such terms and conditions before making any payments.
Without prejudice to any rights of WORD, in the event the Brand fails to make payment of the Payable Budget and Commission within the timeframe and in the manner required, we WORD reserves the right to suspend or terminate BRAND’s access to WORD or to suspend or terminate any current Campaigns.
Subject to: i.) the Influencer not being in breach of the Agreement; ii.) the Influencer having completed the Influencer Payment Profile to WORD’s satisfaction and requirements; and iii.) Influencer publishing the relevant Approved Post, once the Post has been approved by the Brand and published by the Influencer as per WORD systems, WORD will remit the Payable Budget to the Influencer as per such timelines communicated by WORD to Influencer on the Services.
Influencer agrees that the relevant Brand, not WORD, is ultimately liable for payment of the applicable Payable Budget. WORD merely facilitates such payment on behalf of the Brand and, while WORD remits payment to the Influencer directly to the account details provided by Influencer, under no circumstances does WORD accept liability for payment of the Payable Budget to the Influencer.
The Influencer agrees that it will not pursue any actions, legal or otherwise, against WORD for any non-payment of the Payable Budget, and that this provision constitutes a bar to any such proceedings.
These Campaign rules by the Brand are an essential and integral part of these Terms and violation of these Campaign rules shall be considered a material breach by the Brand.
Brand agrees that its right to approve and finalise Posts in accordance with these Terms, is conditional to completion of the Brand Account (including the Brand Payment Profile) and its validation by WORD.
The Brand agrees that it will not use the Approved Post in any manner other than for which the license is granted to it by the Influencer under these Terms. The Brand expressly agrees that it will not use the Post in any form of paid, sponsored or promoted advertising, sponsorships, marketing other than through the Influencer on the Channel and as per the Brief.
Brand agrees that once a Post is approved by the Brand, the Influencer will take at least 48 (forty eight) hours to upload the Approved Post on the Channel.
Once a Post has been approved and thus becomes an Approved Post, it is mandatory for the Brand to make payment of the Payable Budget and the Commission (along with applicable taxes).
The Brand agrees and acknowledges that WORD does not make any representation and/or warranty regarding the success or failure of a Campaign, irrespective of the parameters for computing the degree of success or failure, such as number of shared on the Approved Posts on the Channels, audience engagement, etc.
The Brand shall not supply any information as part of the Brand Content including but not limited Post descriptions and tags to approved Posts, that is in any way falsely describing the Brand and/or any product and/or any service, gives false guarantees, is likely to mislead consumers, represents anything that would constitute as ‘unfair trade practices’.
The Brand specifically acknowledges and agrees that WORD has no control over any Approved Post that may be published and that Brand is solely responsible (and assumes all liability and risk) for determining whether such Approved Posts are acceptable and appropriate to the Brand.
These Campaign rules by the Influencer are an essential and integral part of these Terms and violation of these Campaign rules shall be considered a material breach by the Influencer.
The Influencer is of legal age in the applicable jurisdiction and has all rights, title and authority to license the Posts and Approved Posts.
The Influencer must mandatorily have an account on Instagram and on such social media platform as is stated under the Brief.
The Posts and Approved Posts do not contain any statement that indicates or suggests that an Approved Post is sponsored in a manner which it is not.
All Approved Posts on the Channels must clearly disclose that the relevant Approved Post is sponsored, such as through use of appropriate hash-tags.
All statements in the relevant Approved Post regarding Influencer’s use and experience of the Brand and/or the Brand’s products or services are true and correct and representative of the Influencer’s opinion, regardless of whether Influencer is paid for such content or not, and fairly represent Influencer’s use and experience of the Brand and Brand products;
If the relevant Post OR Approved Post contains any third party material, including but not limited to any images, references to third parties, third party property, including but not limited to music, then the Influencer shall ensure that the relevant third party has been informed of such usage. Influencer shall further ensure and procure from such third party in writing that such images, property or references may be included in the Post and used by WORD, the Brand and the Influencer, or any other third party in accordance with these Terms without remuneration or compensation to the third party. In the event such third party is mandated to be paid any monies under law in any jurisdiction in respect of the third party material incorporated in the Post/Approved Post, then the Influencer shall be solely liable to make payment of such monies. The Brand and/or Word shall not be liable to make payment of monies to any third parties for any purpose arising out of these Terms, and all payments shall be cleared by the Influencer without any recourse to the Brand and/or WORD.
The relevant Post and Approved Post is original and does not contain content that has been previously broadcasted, streamed, reproduced, published, posted onto any social media channel, or otherwise communicated to the public by the Influencer in any way and does not contain materials that have been used in previous marketing materials or promotions for any third party or which otherwise infringe the rights of any third party;
The Influencer further agrees that the Brand and/or WORD may instruct the Influencer to take down/remove an Approved Post from the Channel at any point (whether during the term of the Campaign or subsequently), which Influencer agrees to comply with immediately upon receiving such instructions.
The Influencer is not now, and will not become, during the course of the Influencer’s engagement hereunder, a member of any collective bargaining organization which would restrict or limit the Influencer’s right to enter and fully perform this Agreement in accordance with the terms hereof. The Influencer hereby acknowledges and agrees that these Terms shall not be subject to the jurisdiction of any collective bargaining agreement or union or guild in any territory throughout the world, and Influencer hereby expressly waives any right the Influencer would otherwise have to raise any grievance, or otherwise invoke the jurisdiction of, any such union, association or guild, in respect of these Terms.
The Influencer further agrees to not:
In the event, a Party breaches the Agreement, WORD reserves the right to suspend and/or terminate (temporarily or permanently) all, or a portion of the Brand Account or Influencer Account (as the case may be) or access to the Services, with or without notice to such Party, at WORD’s sole discretion. Any suspected illegal, fraudulent or abusive activity may become ground for terminating Party’s access to the Services. Except as may be set forth, termination of Brand Account may include: (i) removal of access to all offerings within the Services; and (ii) barring such Party from further use or access of the Services. WORD may, at its sole discretion, suspend such Party’s ability to use or access the Services or any portion of it at any time, while WORD investigates complaints or alleged violations of the Agreement, or for any other reason.
Once terminated or suspended (temporarily or permanently), such Party may not be entitled, if WORD deems so, to continue to use the Services under the same Brand Account or Influencer Account (as the case may be), a different account or re-register under a new account, and such Party’s right to access the Services on the Platform shall immediately cease. WORD reserves the right to remove or delete Account Information that is available with Services. Notwithstanding anything in the Agreement, each Party agree that under no event of termination/suspension shall a Party be entitled to receive a refund of and/or retain any monies paid and/or payable to WORD.
Any suspension, termination, or cancellation will not affect a Party’s obligations towards WORD under the Agreement, which by their nature are intended to survive such suspension, termination, or cancellation.
The Services may be integrated with or may otherwise interact with third party applications, websites, and services to make the Services available to the Parties. These third-party applications may have their own terms and conditions of use and privacy policies and each Party’s use of these third-party applications and Devices will be governed by and subject to such terms and conditions and privacy policies. The Parties understand and agree that WORD does not endorse and is not responsible or liable for the behaviour, features, or content of any third party application, nor does WORD warrant the compatibility or continuing compatibility of the third party applications with the Services.
Occasionally there may be information on the Services that contain typographical errors, inaccuracies or omissions that may relate to descriptions, pricing, promotions, offers, and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information if any information on the Services or on any related website is inaccurate at any time without prior notice.
We undertake no obligation to update, amend or clarify information on the Services or on any related website except as required by law. No specified update or refresh date applied in the Services or on any related website, should be taken to indicate that all information in the Services or on any related website has been modified or updated.
Furthermore, there may be occasions when the Services are interrupted for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and equipment that are beyond our control, that may further result in loss of certain or all content, features, and functionalities.
All Content (save and except for WORD Content) , whether Posts or Brand Content or any other Content generated by the Brand or Influencer is not moderated, approved or endorsed by WORD. Accordingly, such Content does not constitute a representation by WORD, nor does WORD accept any liability for the legality, validity, accuracy or suitability of any Content provided by Influencers or Brands. If any Party has a question or concern about the Post, including how the Brand may use the Post, or how the Influencer may use the Approved Posts, each Party must make their own independent inquiries to WORD directly, or if advised by WORD, by contacting the relevant Party. Each Party agrees that WORD is not responsible for, and does not endorse, any Content posted using the Services. WORD does not have any obligation to pre-moderate, monitor, edit or remove any Content. If Content violates these Terms, such violating Party violating shall bear legal responsibility for that Content.
Each Party expressly agrees that use of the Services thereon is at such Party’s sole risk. The Services are provided on an “as is” and “as available” basis. WORD expressly disclaims any and all liabilities, warranties, representations, conditions, or indemnities of any kind, whether express or implied including, but not limited to any and all liabilities and warranties of fitness for a particular use or purpose, non-infringement, title, operability, condition, value, accuracy of data and system integration.
WORD and/or its affiliates expressly disclaim any liabilities and warranties regarding security, accuracy, reliability, timeliness and performance of the Services or that the Services will be error free or that any errors will be corrected. No advice or information provided to any Party by WORD will create any liability or warranty that is not expressly stated in the Agreement. Nothing available on the Services shall constitute WORD’s opinion and should not be relied upon in making (or refraining from making) any decision.
We make no representations concerning, and do not guarantee, the accuracy of the Services, including, but not limited to, any information provided through the Services or their applicability to Brand individual circumstances.
Each Party represents and warrants that they are competent to contract and are not prevented in law or by any other agreement/understanding to enter into this Terms, grant/confirm the vesting of rights pursuant to these Terms and perform its respective obligations under these Terms.
Each Party agrees that they will not attempt to negotiate terms or payment with the other Party outside of WORD Services. Without limiting any other rights or remedies available to WORD, any attempt to circumvent WORD Services may result in removal from the Services at WORD’s sole discretion. Neither Party may remove any watermarks or copyright notices contained in any Content on the Services.
The Parties represent and warrant that they shall: (a) comply with any and all applicable laws and/or such other rules and guidelines as relevant to Brand and/or Influencer and/or the Brand Content and/or Posts and/or Approved Posts and/or any other relevant Content (as may be applicable to a Party) ; (b) comply with all of its wireless carrier's terms and conditions; (c) not breach any of the terms set forth in the Agreement; (d) verify and affirm the accuracy and truthfulness of all the information provided to us; and (e) no information uploaded by a Party on the Services shall infringe any third-party rights, including, without limitation, intellectual property rights and rights of privacy or publicity.
Each Party confirms that it owns the intellectual property rights in the Content that it uploads to the Services and has the right to licence the relevant Content to WORD and the other Party in the manner set out in these Terms.
The Parties acknowledge, agree and confirm that WORD has no obligation to review any Content on the Services, including Brand Content, Brief, Posts and that Word is strictly operating as a marketplace. Each Party further acknowledges that the other Party is an independent party and not directly controlled by WORD. Accordingly, in certain circumstances, the Approved Posts may draw criticism, bad publicity, and legal repercussions, however, WORD shall not be liable and/or responsible in any manner whatsoever.
In addition to the above, each Party agrees, acknowledges and confirms the following:
At all times when using or accessing the Services, Parties agrees that:
Failure to comply with the foregoing provisions in this clause above may result in immediate suspension or termination of a Party’s right to use the Services, without refunding any monies paid to WORD by Brand r without payment of the Payable Budget to the Influencers (as maybe applicable). The Company reserves the right, in its sole discretion and in all instances, to determine whether a Party has or has not complied with any provision contained in the Agreement.
Each Party will indemnify, defend, and hold harmless the Company, the Company’s licensors and affiliates and our respective directors, officers, employees, contractors, agents and representatives, from and against any and all claims, causes of action, demands, liabilities, losses, costs or expenses (including, but not limited to, reasonable attorneys’ fees and expenses) arising out of or relating to any of the following matters:
WORD reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by a Party, in which event such Party agrees, undertakes and confirms to cooperate with us in asserting any available defenses.
To the maximum extent permissible by applicable laws, in no event will WORD and/or its affiliates be liable for any damages whatsoever, including without limitation, indirect, incidental, special, punitive or consequential damages, or lost profits, arising out of, or in connection with Terms, Posts, Campaign, Content, and use of the Services by any party, whether the damages are foreseeable, and/or whether or not WORD has been advised of the possibility of such damages in advance. In the event the relevant Party is in a jurisdiction that does not allow limitation of liability in the manner stated hereinabove, the limitation shall apply to such Party to the extent permitted by applicable laws. If a Party is dissatisfied with the Services, such Party’s sole and exclusive remedy is to discontinue using the Services, subject to performance of its pending obligations.
Except as otherwise required by applicable law, any claim or cause of action arising out of or relating to a Party’s use of the Services and/or the Platform and/or the Content and/or our relationship with the other Party, must be brought within 30 (thirty) days of the occurrence of the event giving rise to the claim or cause of action, or the same will be deemed to be forever barred.
WORD and/or our affiliates shall, under no circumstances whatsoever, be liable for any delay and/or default in performance under this agreement caused by an event beyond our reasonable control, including but not limited to,
war, accident, act of god, industrial action, embargo or a delay, failure or default by any Party, a Party’s wireless carrier, or any other supplier of goods or services to us or to any of the Parties.
WORD AND/OR ITS AFFILIATES DISCLAIM ANY LIABILITIES AND WARRANTIES REGARDING SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SERVICES OR THAT THE SERVICES WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED. NO ADVICE OR INFORMATION PROVIDED TO BRAND BY THE COMPANY WILL CREATE ANY LIABILITY OR WARRANTY THAT IS NOT EXPRESSLY STATED IN THE AGREEMENT.
The Parties acknowledge and agree that in the course of conducting business with WORD, the Parties may be exposed to confidential information related to WORD’s business and business practices. Except to the extent that such information is otherwise authorised to be available to third parties, each Party agrees to keep such information confidential. Each Party agrees that it will not use such confidential information for any purpose that is not specifically provided for in the Agreement.
The Agreement shall be strictly governed by and constructed in accordance with the laws of India and courts of Mumbai, India shall have exclusive jurisdiction over any disputes arising from the Agreement or use of the Services.
In the event of any disputes, differences or claims arising between WORD and/or Influencer and/or Brand, in connection with the Agreement, during its subsistence and/or after its termination in any manner whatsoever, including the validity and/or construction and/or interpretation of any of the sections hereof or anything done or omitted to be done pursuant hereto, the Parties and WORD, shall to the fullest extent possible, try to settle the disputes, differences or claims in the first instance by prompt and good faith negotiations.
We reserve the right to change our Terms at any time for any reasons deemed fit by us, including but not limited to, improving the existing functions or features of the Services, adding new functions or features to the Services, reasonable technical adjustments to the Services, ensuring the effectivity of security features of the Services, and adjustments to the Services pursuant to legal or regulatory compliance requirements. Any changes that we make will become a part of our Terms with the Parties when they are posted to our Services and as such, Parties are required to regularly check this page. We will, wherever possible, attempt to notify a Party of any changes to the Terms by way of push notifications and/or pop-ups and/or e-mails within the Services. A Party’s continued use of our Services will constitute such party’s agreement to any changes we make. If a Party does not wish to continue using the Services under the new version of the Terms, such Party may terminate Brand Account or Influencer Account (as may be relevant) by contacting us. The last date on which these Terms were revised is set forth at the top of this document.
In the event a Party comes across any content on the Services that it feels is violative of applicable law, please send us the necessary details at the contact information provided in Section 25 and we will act as per applicable law to resolve concerns.
If a Party has any questions about these Terms or the Services, please contact us at firstname.lastname@example.org
Alchemy Advertising Private Limited
11th Floor, Gazdhar Enclave, Fun Republic Road, Off New Link Road, opposite Yash Raj Studios, Andheri West, Mumbai, Maharashtra 400053