TERMS AND CONDITIONS

These terms and conditions are entered into by BlogStar’s sister agency, known as InfluBase (“InfluBase, “us”, “we”) and the social media influencer (“Influencer”, “user”, “you”). InfluBase provides promotional opportunities to the Influencer (user who is accepted by InfluBase) in exchange for compensation including but not limited to money, products and experiences.

By using the influbase.com website and registering as an Influencer, the user agrees to be bound by these terms and conditions. The Influencer agrees to be entered into this agreement electronically, which will have the same force and effect as an agreement in writing. If an Influencer does not agree with these terms and conditions, they should not apply to become an Influencer with InfluBase The Influencer agrees that InfluBase may provide the Influencer with notices and terms and any opportunities via electronic means such as email, or other means including but not limited to text message. The Influencer agrees that InfluBase may make changes to these terms and conditions at any time and the amendment of these terms and conditions will take effect immediately upon the Influencer’s notice of the amendment. If InfluBase notifies the Influencer of any terms and conditions that are not accepted by the Influencer, the Influencer should immediately terminate their contract with InfluBase, including but not limited to any promotional opportunities that the Influencer might be involved in.
Acceptance of Agreement and Engagement
The Influencer agrees to perform the service agreed with InfluBase in the terms received in each email from InfluBase or person with the authority to represent InfluBase. The Influencer acknowledges that they will be compensated by the amount agreed with InfluBase and included in the email with the terms of the opportunity (this is usually but not limited to a promotional opportunity for a client of InfluBase). The Influencer will create the Product (this includes all intellectual property rights embodied in the work of an Influencer, including all copyrights and trademarks) at his/her own expense and using his/her own resources.

CONFIDENTIAL INFORMATION

In this Agreement, “Confidential Information” means all information provided to an Influencer by InfluBase, excluding information available from the public domain, information that becomes publicly known and can be found in the public domain after disclosure of this Confidential Information by InfluBase, or information that was in the Influencer’s possession without any confidentiality clauses preventing the disclosure of this information which is shown on records and files. The Influencer will not disclose Confidential Information to anyone outside of the people that need to know the Confidential Information in order to fulfil any obligations of the Influencer. If the Influencer has employees or agents that need to know this Confidential Information in order for the Influencer to fulfill their obligations to InfluBase and/or to the Client (a client of InfluBase which could include but not limited to a companies, brands, individuals, agencies and entities that use the services of InfluBase), then the Influencer will ensure that the people that need to know are bound in writing by confidentiality agreements and non-use restrictions. The Influencer also agrees not to reproduce this Confidential Information except when absolutely necessary to fulfil the purpose for which this Confidential Information was disclosed to the Influencer. Confidential Information will only be used for fulfilling the obligations set under these terms and conditions. Influencers will take all measures to protect the secrecy and avoid disclosure of this Confidential Information. If required by the law to do so, the Influencer may disclose Confidential Information but only after giving written notice to InfluBase of such requirements to disclose the Confidential Information. If required to disclose Confidential Information by law, this disclosure must be the minimum extent necessary to comply with the law. All tangible and intangible items relating to the Confidential Information in addition to Confidential Information remain the property of InfluBase and will be delivered to InfluBase immediately on request, or if these terms and conditions are terminated. If there is any conflict between the terms written in the Privacy Policy and the terms and conditions, the terms and conditions will control and will therefore not prevent any stakeholders of InfluBase from complying with the privacy laws and regulations. Influencers will not issue any press releases or public statements regarding InfluBase or stakeholders without the prior written consent of InfluBase.

InfluBase may change this terms and conditions document from time to time by providing thirty (30) days prior notice either by emailing the email address associated with your Account or by posting a notice on the Site. You can review the most current version of this Terms of Service at any time at https://Influbase.com/terms-of-service/.  The revised terms and conditions will become effective thirty (30) days after we post or send you notice of such changes, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions.  If any change to this Terms of Service is not acceptable to you, send an email stating this to ross@influbase.com.

USE OF DATA

InfluBase reserves the right to use your name and/or your business name as a reference for marketing or promotional purposes on InfluBase’s website and in other communication with existing or potential InfluBase customers. If is not acceptable to you, send an email stating this to ross@influbase.com

TRANSPARENCY/DISCLOSURE

At InfluBase, we comply with the rules set by the Federal Trade Commission. Therefore, Influencers must disclose the relationship between themselves and the Client. Influencers must include a disclaimer with all content from the opportunities from InfluBase when posting it to their social media page or blog. This disclaimer provided by the Influencer in a post from an opportunity from InfluBase should be sufficient enough to make clear to the “every-day consumer” that there is a relationship between the Influencer and the Client. Influencers may use indicators including but not limited to ‘#Ad’ or provide other sufficient signs to the “every-day consumer” that the Influencer was paid or incentivised to post the content related to the Client. InfluBase reserves the right to inspect client-related content before being posted by the Influencer. InfluBase reserves the right to make a request for a revision to the submitted material from the Influencer. InfluBase will make the request for the revision within 3 working days of the submission by the Influencer. Influencers agree, in the event of the material not being approved by InfluBase, to provide revisions to the material within 3 working days of receiving a request for this revision, by InfluBase.

The Influencers of InfluBase agree to comply with the rules set by the Federal Trade Commission and Influencers are solely responsible for the disclosure of the relationship between themselves and the Client. InfluBase reserves the right to specify the form that the disclosure of the relationship between the Influencer and the Client takes. InfluBase reserves the right to monitor the levels of disclosure by the Influencers when posting sponsored content obtained via InfluBase. InfluBase also reserves the right to request higher levels of disclosure or immediately terminate the terms set in this Agreement if the Influencer does not comply with the rules set by the Federal Trade Commission. Failure to make the disclosure to the standards set by the Federal Trade Commission will be considered a material breach of these Terms and Conditions that is not capable of cure.

NON-CIRCUMENTION

Influencers may not attempt to contact any client of InfluBase directly. Influencers will not attempt to negotiate terms directly with any client of InfluBase. Influencers agree to honour the relationships between InfluBase and its clients with the upmost respect and acknowledge that these relationships are precious to InfluBase. Clients of InfluBase can include but are not limited to companies, brands, individuals, agencies and entities that use the services of InfluBase

INFLUENCER ELIGIBILITY

We reserve the right at our discretion to reject any influencer that applies to InfluBase; however, here is an indication of our criteria and what we look for:

Has over 1,000 followers
Created more than 50 posts
No inappropriate or illegal content
Considered to have mostly legitimate followers
Language required by our clients
Regular posts and engagement
Original content

By using InfluBase and/or applying as an Influencer, you understand and agree that InfluBase will use the information you provide in accordance with the terms of the InfluBase Privacy Policy which can be found at https://influbase.com/terms-of-service/ https://influbase.com/privacy-policy/. InfluBase accounts are not transferable, assignable or resalable under any circumstances.

PRODUCT

The Influencer will create their Product and perform their services for InfluBase on receiving notification. The Influencer agrees that InfluBase owns the commissioned Product developed by the Influencer for InfluBase under the Copyright, Designs and Patents Act 1988 in the UK. If the Influencer carries out the creation of the product in the USA, the Influencer will create their Product and perform their services for InfluBase as a ‘work made for hire’ according to the Copyright law in the USA. Therefore, in the UK and the USA, all intellectual property rights embodied in the work created by the Influencer will be owned by InfluBase immediately, including all copyrights and trademarks. The Influencer hereby represents and warrants that the Product will be original work of the Influencer and that the Product will not infringe or misappropriate the intellectual property rights of any third party. If there is an event where the entirety of the Product is not considered as ‘work made for hire’ or is not considered wholly owned by InfluBase on creation due to UK regulations, the Influencer will assign all rights, titles, and interest in the Product to InfluBase. The Influencer agrees to sign additional documents if necessary to ensure that InfluBase holds all rights, titles and interest in the Products. As to any portion of the Product created after the execution of these terms and Conditions, the assignment shall become effective immediately upon creation thereof, without need for further consideration or written agreement among the parties.

FULFILMENT OF OPPORTUNITY

By accepting an opportunity from InfluBase, the Influencer acknowledges that they will fulfil the terms of the opportunity within the time period stated in the email with the terms in the email about the opportunity. The Influencer also acknowledges that they have the authority to do so. The Influencer agrees that the Product will be submitted in the language required by InfluBase, and if no language is mentioned in the email with the terms of the opportunity, the Influencer acknowledges that they will complete the Product in English. The Influencer will only submit original content that does not infringe on any intellectual property rights of any third party, including but not limited to trademarks, patents or trade secrets. The Influencer agrees that all of the submitted content will not include or support excessive profanity, violence, racial intolerance, illegal drugs or drug paraphernalia, illegal pornography or any other content that promotes intolerance, illegal activity or infringes on the legal rights of others. The Influencer agrees to keep the Product on their social media profile unaltered for the period of time agreed with InfluBase in the email with the terms on. The Influencer agrees that they will keep their social media profile on the “public” setting and not the “private” setting whilst fulfilling the opportunity provided to them by InfluBase.

INTELLECTUAL PROPERTY RIGHTS

InfluBase does not license the Influencer to use InfluBase’s or the Client’s intellectual property, including but not limited to copyrights, trademarks and trade names. The Influencer may not use any intellectual property except in the way that it is expressed in these terms and conditions or agreed in the limited extent for each client-related Opportunity offered to the Influencer by InfluBase.

CONTENT AND ATTRIBUTES

The Influencer provides InfluBase with the right to use the Product without limited the ownership of their work to InfluBase as specified above. The Influencer gives InfluBase the irrevocable right to sublicense the Product worldwide. The Influencer gives InfluBase the irrevocable right and permission to use the Product in any way desired by InfluBase and for any purpose. The Influencer gives InfluBase and the client the right to use the whole or part of their work and gives InfluBase and the client a worldwide, royalty-free, non-exclusive, sub-licensable, unconditional, perpetual and transferable license to share, use, copy, process, adapt, translate, display, perform, reproduce, republish, and distribute the content or any portion thereof. The Influencer provides InfluBase with the right to use the whole or part of the Product on their website and social media platforms, including but not limited to Instagram, Twitter and Facebook. The Influencer provides InfluBase the right to use the Product on websites or social media platforms owned by the client, including but not limited to Instagram, Twitter and Facebook. The Influencer gives InfluBase and the client the right to use the whole or part of the Product in any advertising or marketing materials, publications, and all other forms of media or distribution methods, including but not limited to television and magazines, radio, print, Internet site and other electronic communications. The Influencer agrees that InfluBase and the client can use content produced by the Influencer for InfluBase as well as, including but not limited to, the name of the Influencer, likeness, social media handle, blog name and other attributes related to the Influencer in the way that InfluBase and the client see fit with relation to the marketing aims and objectives of the client. This includes the inclusion of the link with the Influencer in media that accepts advertising or promotional content or communications such as, but not limited to, television, radio and magazines. The Influencer also agrees that InfluBase or the client may contact the Influencer publicly or privately about content related to the client.

CONTENT LIMITED LIABILITY

The Influencer will not hold InfluBase or their clients responsible for any liability resulting from use of the any part of the Product created by the Influencer. Influencer will not hold the licensees of InfluBase responsible for any liability resulting from the use of any content relating to the client according to these Terms and Conditions. InfluBase and their clients are not liable for lost profits, indirectly or directly, exemplary damages. The Influencer agrees that the combined, aggregate liability of InfluBase and their licensees (including but not limited to the clients of InfluBase) shall not exceed the fees payable to the Influencer as agreed by InfluBase and the Influencer.

Relationship of Influencer with InfluBase
The Influencer is an independent contractor of InfluBase. Therefore, the Influencer does not have authorisation to represent InfluBase in any way. The Influencer cannot make a commitment on behalf of InfluBase or their client unless specifically requested to do so in writing by an authorised stakeholder of InfluBase or their client. InfluBase is not responsible for the tax affairs of the Influencer and the Influencer agrees that InfluBasecannot be held responsible for any tax liabilities of the Influencer. The Influencer is not entitled to any employee benefits of InfluBase as they are not an employee or in a partnership or joint venture.

REPRESENTATION AND WARRANTY, INDEMNITY

The Influencer agrees that they will assign the Product to InfluBase as noted in this agreement. The Influencer agrees that the quality of the Product will be first rate, and that the Product will not infringe on any intellectual property rights/laws as set out in these terms and conditions. The Influencer agrees that they will complete the Product within the time frame agreed with InfluBase. The Influencer will not commit any act that brings InfluBase or its clients into public disrepute; this includes insulting the public, causing scandal/ridicule, or trying to cause harm to InfluBase or their clients. The statements made by the Influencer on their social media account in relation to the opportunities provided by InfluBaseare true and provide an accurate representation of the opinion and experiences of using the product/service of the client of InfluBase or InfluBase itself. The Influencer will also comply with all advertising standard laws, including but not limited to the FTC guide lines. The Influencer agrees to provide the Product to InfluBase quickly and in good time. The Influencer will comply with all laws when dealing with InfluBase including but not limited to communicating via email, communicating via phone and creating a Product.

In addition to this, InfluBase retains all ownership rights of their proprietary platforms, software, websites and technology. InfluBase grants Influencers a limited, non-exclusive, non-transferable license to access and use InfluBase and its platforms solely as necessary in connection with the provision of Services and fulfilment of opportunities provided by InfluBase. InfluBase retains the right of any enhancements or modifications to the backend technology associated with InfluBase All users of the site including Influencers agree not to copy, rent, lease, sell, distribute, or create derivative works based on the InfluBase Platforms in whole or in part, by any means, except as expressly authorized in writing by InfluBase. Trademarks of InfluBase will not be used except when authorised by InfluBase in writing. Users will not launch any automated system, including but not limited to, “robots,” “spiders,” or “offline readers,” to send messages to the InfluBase platform or systems. Users will not use InfluBase in any manner that damages, disables, overburdens, or impairs any of InfluBase’s websites or interferes with any other party’s use of the InfluBase. Users will not attempt to gain unauthorised access (or exceed any authorized access) to InfluBase. Users also agree not to use InfluBase for any purpose or in any manner that is unlawful or prohibited by these terms and conditions.

INFLUENCERS EXPRESSLY AGREE THAT THE SERVICES ARE AVAILABLE ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND THAT YOUR USE THEREOF IS AT YOUR OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, INFLUBASE DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY (i) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (ii) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (iii) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE SERVICE OR INFLUBASE WEBSITE, OR ANY PART THEREOF, (iv) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICE OR THE INFLUBASE WEBSITE, (v) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA, AND ANY OTHER WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY INFLUBASE. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE SERVICE OR THE INFLUBASE WEBSITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT INFLUBASE’S WARRANTY DOES NOT COVER TELECOMMUNICATIONS OR INTERNET OUTAGES CAUSED BY THIRD PARTIES OR OTHERWISE OUTSIDE OF INFLUBASES CONTROL. SERVICES MAY BE LIMITED BY MANY FACTORS, INCLUDING INHERENT RISKS OF THE INTERNET.

BECAUSE SOME AREAS OF THE WORLD DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES OR IMPLIED WARRANTIES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, INFLUBASE’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

The Influencer agrees to defend, indemnify and hold harmless InfluBase, their clients and their respective officers, directors, employees, business partners and agents, from and against any and all third party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to solicitor’s fees) arising from; Influencer’s misconduct or negligence, Influencer’s use of third party products or content in creating the Product, the authorised use of client-related products or content or exercise of the rights granted hereunder, or a breach of any of the Influencer’s representations or warranties hereunder.

The Influencer agrees for herself, her heirs, executors and administrators, to release, waive, discharge, absolve, agree to hold harmless, and covenants not to sue, InfluBase, Client and their respective agents, employees, officers, directors, successors and assigns, from and/or in relation to any and all liability, loss, harm, damage, injury, cost or expense whatsoever which Influencer, his/her heirs, executors, administrators and assigns had, now have or hereafter may have, by reason of any matter connected in any way with InfluBase, Client and their respective agents, employees, officers, directors, successors and assigns exercise of their express or implied rights hereunder, including but not limited to the right to use Influencer’s name, voice or likeness, it being understood that InfluBase, Client and their respective agents, employees, officers, directors, successors and assigns shall be free to use Influencer’s name, voice and likeness in any manner in connection with the Client-Related Content or otherwise in support of the purposes of these terms and conditions.

CHOICE OF LAW

This Agreement shall be governed by and interpreted under the laws of the England and Wales in all respects. The Influencer agrees that any action relating to or arising from these terms and conditions, unless otherwise indicated by InfluBase, will be dealt with in the courts located in England. Any claim against InfluBase arising from the terms and conditions will be adjudicated on an individual basis and will not be consolidated in any proceeding with any claim or controversy of any other party. By engaging with InfluBase as an Influencer or otherwise, you agree that, to the extent allowed by applicable law, any and all disputes, claims, and causes of action arising out of or in connection with the terms and conditions, shall be resolved individually without resort to any form of class action, any claims, judgments and awards shall be limited to reasonable and actual out-of-pocket costs incurred, but in no event solicitor’s fees; and under no circumstances will you be permitted to obtain any award for, and you hereby waives all rights to claim, punitive, incidental, indirect or consequential damages and any and all rights to have damages multiplied or otherwise increased and any other damages, other than damages for reasonable and actual out-of-pocket expenses.

MEDIATION

If you are a resident of a country outside of the European Union, you also agree that, in the event any dispute or claim arises out of or relating to these terms and conditions, you and InfluBase will attempt in good faith to directly negotiate a written resolution of the matter. You agree that if the matter remains unresolved for forty-five (45) days after notification (via certified mail or personal delivery) that a dispute exists, all parties shall join in mediation services in London, UK with a mutually agreed mediator in an attempt to resolve the dispute. Should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorney’s fees, even if you would otherwise be entitled to them.

ELECTRONIC SIGNATURES EFFECTIVE

This document which we is the terms and conditions of InfluBase is an electronic contract that sets out the legally binding terms. You indicate your acceptance of the terms and conditions and all of the terms and conditions contained or referenced in these terms and conditions by engaging with InfluBase or applying to become an InfluBase Influencer. Please print and save a copy of this Agreement for your records.

MISCELLANEOUS

The Agreement constitutes the entire agreement and understanding between the parties regarding the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications in all forms of media (including all instructions, advertisements, messages and policies), written and oral, between you and InfluBase regarding the subject matter contained herein. Only a written instrument executed by the party waiving compliance may waive the terms or covenants of these terms and conditions. No waiver by either party of a breach of any provision hereof shall be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. If any provision of the terms and conditions is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of the terms and conditions, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties to the terms and conditions and has like economic effect. By applying to InfluBase as an Influencer, you agree to subscribe to our newsletter. To unsubscribe, you should click the “unsubscribe” link at the bottom of the email, or send an email to ross@influbase.com stating that you would like to be removed from our mailing list. InfluBase may attempt to keep the link between InfluBase and the Influencer anonymous by including but not limited to, not posting about them on social media, advertising the link between InfluBase and the Influencer on the InfluBase website, but reserve the right to let the relationship be known between InfluBase and the Influencer if required to do so by law. InfluBase shall have no liability under the terms and conditions by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, computer virus, Acts of God, war, governmental action, or any other cause that is beyond its reasonable control. The parties are independent contractors and nothing in these terms and conditions shall be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between the parties. Neither clients nor Influencers are employees of InfluBase. Influencer may not subcontract or otherwise delegate Influencer’s obligations under these terms and conditions without InfluBase’s prior written consent. Neither InfluBase, the clients of InfluBase nor Influencers shall have any right, power, or authority to create any obligation or responsibility on behalf of the other party. The Agreement is not intended to benefit, nor shall it be deemed to give rise to any rights in, any third party. You may not assign or transfer the terms and conditions, or sublicense, assign or delegate any right or duty under the terms and conditions without InfluBase’s prior written consent. Any assignment, transfer or attempted assignment or transfer in violation of this Section shall be void and of no force and effect. InfluBase and its subsequent assignees may assign these terms and conditions, in whole or in part, or any of its rights or delegate any of its duties, under the terms and conditions to any party. Any rights not expressly granted in these terms and conditions are reserved by InfluBase, and all implied licenses are disclaimed. Headings used in these terms and conditions are for reference purposes only and in no way affect these terms and conditions. The term “including” is a term of enlargement meaning “including without limitation,” and does not denote exclusivity. InfluBase may change the terms and conditions and/or the Privacy Policy at any time upon notice published on its website. Any use by you, your Affiliates, agents, representatives, employees, or any person or entity acting on your behalf, of the Service after such notice shall be deemed to be continued acceptance by you of the terms and conditions and Privacy Policy, including any amendments and modifications thereto. All information or material in connection with a Service must be submitted in the form requested by InfluBase. InfluBase reserves the right to discontinue offering, and/or modify the Services at any time. Except as otherwise specified by InfluBase, you agree that you will direct all communications relating to the Service or your participation therein directly to InfluBaseand not to any other entity. The organization, specifications, structure or appearance of any InfluBase property or any page where your information (including listings) may be displayed may be redesigned or modified at any time.

SAFE HARBOR NOTICE

Forward-looking statements in the Sites, if any, are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Certain important factors could cause results to differ materially from those anticipated by the forward-looking statements, including the impact of changing economic or business conditions, the impact of competition, the availability of favorable credit and trade terms, the impact of changes in the cost or availability of food and real estate, government regulation, construction costs, weather conditions and other factors discussed from time to time in reports filed by the Company with the Securities and Exchange Commission.

LIMITED LIABILITY

InfluBase shall not be liable to influencers for damages of any kind arising out of Influencers use of the services. without limiting the foregoing, in no event shall InfluBase be liable for any indirect, special, incidental, consequential, punitive, or exemplary damages, arising out of, or in connection with, the agreement.

The foregoing limitations apply whether the alleged liability is based on contract, tort, negligence strict liability or any other basis, even if InfluBase or any other party has been advised of the possibility of such damages.

Because some parts of the world do not allow the exclusion or limitation of incidental or consequential damages, InfluBase’’s liability in such parts of the world shall be limited to the extent permitted by law.