TERMS OF USE

The following terms of use, or any future amendment thereof, (the “Terms of Use”) govern your access to and use of (1) the Brand Ripplr website located at http://www.brandripplr.com (the “Website”), (2) the Brand Ripplr online platform (and any application software (“Application”)) facilitating the matching of persons offering to create promotional online media content (each, an “Influencer”) and Campaign Initiators (as defined below), and (3) all other services provided by Brand Ripplr, as described on the Website, (collectively, the “Platform”). These Terms of Use form an agreement between Brand Ripplr, FZ LLC a free zone limited liability company established in Creative City, Media Free Zone, Fujairah under License number 11151/2017, Fujairah, United Arab Emirates (“Brand Ripplr”, “us”, “we”, “our”) and you and shall be the sole agreement between us. By creating a User Account and/or by accessing or using (the term “use” when used herein in respect of the Platform shall mean access or use, and using shall have a corresponding meaning) the Platform or underlying services you are accepting and agreeing to these Terms of Use, as they may be amended from time to time. If you are not willing to be bound by these Terms of Use, you should not accept or create a User Account and should not make any use of the Platform. If you are creating a User Account, accessing or using the Platform on behalf of another person or a corporate entity or if you are acting as an agent, you represent and warrant that you have the authority to bind such person or entity to these Terms of Use. You are solely responsible for ensuring that the Terms of Use are in compliance with applicable laws, rules and regulations applicable to you.

The term “you” refers to the person or entity visiting the Platform, browsing or otherwise using the Platform, or communicating with content creators or Influencers registered with Brand Ripplr or communicating with individuals or businesses registered with Brand Ripplr (each, a “Campaign Initiator”) for the purpose of creating promotional online media content for the Campaign Initiators’ products or services (each, a “Campaign”). The term “you” may refer to the Influencer or Campaign Initiator or both as the context may require.

The Platform is provided solely (the “Permitted Use”) to: (1) assist in gathering information about the various types of Campaign opportunities and Campaign Initiators or Influencers available on the Platform, including profiles, price ranges, Campaign descriptions, or video of Influencers (each, a “Campaign Initiator Profile” or “Influencer Profile” as applicable); (2) enable you to post information regarding yourself and your Campaign request or to respond to any Campaign opportunities; (3) post Submissions or reviews of Campaign Initiators or Influencers; (4) facilitate communication with Campaign Initiators or Influencers with the objective of entering into a Campaign Agreement; and (5) facilitate the transmission of payments from the Campaign Initiator to Influencers in line with the Campaign Agreement (together the “Platform Services”).

The Platform enables content creators or Influencers to, among other things, engage with advertisers, marketers or their agents for the creation and distribution of content created by Influencers.

You agree that you are solely responsible for all communications between you and any Influencer or Campaign Initiator (as applicable) through the Platform. Your election to share your data and information (which may include your personally identifiable information) to Campaign Initiators or Influencers, or solicitation or acceptance of a Campaign will serve as your affirmative “opt in” to the disclosure by Brand Ripplr of your, data, and information (which may include your personally identifiable information) to that Campaign Initiator or Influencer.

Changes to these Terms of Use and Platform

Except where prohibited by applicable law, Brand Ripplr reserves the right to change these Terms of Use at any time without notice. Your continued access to or use of the Platform after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.

Brand Ripplr reserves the right to change any information, material or content (including, but not limited to, price, features, availability of Campaign Initiators or Influencers, Campaign Initiator Profiles or Influencers Profiles, types of Campaigns, and reviews of Campaigns and Campaign Initiators or Influencers) all designs, IPR, infrastructure graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks displayed or provided on or through the Platform (the “Content”) at any time, and from time to time, without notice.

Use of the Platform

As a condition of your use of the Platform, you warrant, represent and covenant that: (a) you have reached the age of legal majority in your jurisdiction of residence and in any event you have more than 18 years; (b) you possess the legal authority to create a binding legal obligation; (c) you shall use the Platform in accordance with these Terms of Use; and (d) all information supplied by you on the Platform is true, accurate, current, not misleading and complete.

Brand Ripplr retains the right, at its sole discretion, to deny access to anyone to the Platform or the services it offers, at any time and for any reason, including, but not limited to, for violation of these Terms of Use. You shall cease and desist from any such access or use immediately upon request by Brand Ripplr.

License Grants 

Subject to these Terms of Use, Brand Ripplr grants you a personal, revocable, non-exclusive and non-transferable, non sub licensable license during the Term to permit you to access and use the Platform in accordance with these Terms of Use. The Platform, and the databases, software, hardware and other technology used by or on behalf of Brand Ripplr to operate the Platform, and the structure, organization, and underlying data, information and software code thereof, constitute valuable trade secrets of Brand Ripplr. This Platform and any portion hereof may not be reproduced, duplicated, copied, reverse engineered, downloaded, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of Brand Ripplr. You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout and form) of Brand Ripplr without our express written consent. You may not use any meta tags or any other “hidden text” utilizing Brand Ripplr’ name or trademarks without our express written consent. Any unauthorized use terminates the license granted by Brand Ripplr.

Subject to these Terms of Use, you grant to Brand Ripplr a perpetual, transferrable, irrevocable, royalty-free, fully paid-up, worldwide and fully sub licensable license to access, collect, store and use any Submissions, content, data, information, records and files that (1) you generate, load, transmit to or enter into the Platform, or (2) we collect from your local computer system or from third-parties with your permission (other than otherwise stated in the Terms of Use or Privacy Policy), and (in each case) including all results from processing such data, including compilations, and derivative works thereof solely for the purpose of: (A) providing the Platform Services, (B) complying with applicable law, and (C) Brand Ripplr’s reasonable audit and data retention policies. We may also disclose aggregated user statistics in order to describe our services to current and prospective business partners, and to other third parties for other lawful purposes.

Certain content may include or be based on data, information or content from Campaign Initiators or Influencers or other independent third party content providers (“Third Party Content”). Brand Ripplr has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Third Party Content provided through the Platform. Except as set forth in these Terms of Use, you are granted no licenses or rights in or to any Content, or any IPR therein or related thereto.

User Account

You will be required to successfully sign up for a user account (the “User Account”) using the available interfaces at the Platform. You shall keep your User Account details secure and shall not share your User Account with anyone else, and you shall not collect or harvest any personal data of any other user of Brand Ripplr, including account names. You acknowledge and agree that the User Account is created and used for the sole purpose of running and managing legitimate Campaigns and purchasing Platform Services. By creating a User Account you represent, warrant and covenant that you provide Brand Ripplr with accurate, truthful, complete and not misleading. It is your obligation to keep your registration information accurate and up to date. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate cancellation of your User Account. Brand Ripplr reserves the right to disable any User Account issued to you at any time in Brand Ripplr’s sole discretion. If Brand Ripplr disables access to a User Account issued to you, you may be prevented from accessing Brand Ripplr, your account details or any Campaigns that are associated with your account.

You are responsible for safeguarding the password that you use to access the User Account and for any activities or actions under your password, whether your password is with our service or a third-party service. You are fully responsible for all liabilities and damages incurred through the use of your User Account (whether lawful or unlawful) and that any transactions completed through any User Account will be deemed to have been lawfully completed by you. If you add other users to your User Account, (i) such users shall only be authorized users on behalf of your company, or your respective client, and (ii) you should be solely liable to their activity in the User Account, and shall ensure such activity is in compliance with these Terms of Use.

You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your User Account. Failure to do so will constitute a material breach of these Terms of Use.

Term and Termination

The Terms of Use and Privacy Policy are entered into as of the earlier of the date you first download or install an Application, access or use the Platform or Content, or indicate your acceptance by clicking a box that states you accept these Terms of Use and will continue until terminated as set forth herein.

We may suspend or terminate your access to and use of the Platform, or Platform Services or any other services available on our Website, at our sole discretion, at any time and without notice to you. You may cancel your User Account at any time by sending an email to us at support@brandripplr.com.

Upon termination or expiration of these Terms of Use for any reason: (1) all rights and subscriptions granted to you will terminate; (2) you will immediately cease all use of and access to the Platform and all Content; (3) you will immediately delete any Applications downloaded or installed prior to termination; and (4) we may delete your User Account and any of your Campaign generated content held by Brand Ripplr at any time, all provisions of these Terms of Use which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, license grants, limitations of liability, and dispute resolution provisions.

Campaign Agreements with Campaign Initiators

The Platform permits to view the profiles of Campaign Initiators and Influencers (as applicable) who have registered on our Platform and have chosen to allow you to view their Campaign Initiator Profiles or Influencer Profiles.

If a Campaign Initiator selects an Influencer for a Campaign through the Platform, you may separately enter into an agreement with that Campaign Initiator/Influencer on such terms and conditions as may be agreed to between you and that Campaign Initiator/Influencer (“Campaign Agreement”). For example, the Campaign Agreement may contain (a) a description of the services the Influencer will provide to the Campaign Initiator, the timing of the posting and approval process, (b) payment terms, and (c) any other terms and conditions as communicated between the Influencer and the Campaign Initiator through this Platform or otherwise. You understand that services are performed for the Campaign Initiator, and not Brand Ripplr, and that Brand Ripplr is not a party to and will be in no way responsible for the performance of either the Influencer or the Campaign Initiator under any Campaign Agreement. We will facilitate the transmission of payment from the Campaign Initiator on their instructions in accordance with these Terms of Use. As an Influencer you further understand and agree that any content submitted or generated through the Platform pursuant to a Campaign Agreement and accepted by a Campaign Initiator shall remain publicly accessible through your social media account(s) (as specified in the Campaign Agreement) for a minimum of six (6) months. Brand Ripplr does not make any representations or warranties of any kind in respect of a Campaign Initiator or a Campaign Agreement. Campaign Initiator/Influencer also agree to act in good faith when negotiating and performing obligations under each Campaign Agreement.

For transparency purposes, Campaign Initiators shall encourage Influencers to disclose the sponsored relationship and/or the compensatory nature of the reviews of Campaign Initiator’s products during a Campaign.

Facilitated Payment 

If Brand Ripplr facilitates the transmission of any payments from the Campaign Initiator to Influencers in connection with a Campaign Agreement (each, a “Facilitated Payment”), Brand Ripplr may in its sole discretion withhold from any such Facilitated Payment any amounts that are payable to Brand Ripplr by the applicable Campaign Initiator in connection with that Campaign Agreement. Brand Ripplr is not your trustee or fiduciary in respect of any Facilitated Payments or any Campaign Agreements. Brand Ripplr reserves the right, at its sole discretion, to place a hold on a Facilitated Payment, if Brand Ripplr determines that the funds may be subject to a breach of applicable law (e.g. Fraud or money laundering), or if Brand Ripplr is required to cooperate with law enforcement.

Campaign Initiator/Influencer hereby acknowledge and agree that:

Influencer

  1. You shall not, at any time, amend your remuneration agreed with the Campaign Initiator (as applicable) during a Campaign (“Fee”);
  2. If you fail to post approved Submissions or approved generated content on the agreed social media on the date and time (with a 3 hours grace period depending on your time zone) agreed with the Campaign Initiator and fail to share the live link on the Platform under the Campaign dashboard, you will not be eligible for the encashment of the Fee;
  3. If you remove the published post prior to the 6-month period stated above or such other date agreed between you and the Campaign Initiator you shall be liable to repay the Fee received and such additional charge amounting to at least the amount of the Fee along with any cost and expenses incurred by the Campaign Initiator and Brand Ripplr which shall become due and payable immediately to Brand Ripplr. Brand Ripplr reserves the right to set off existing or future Fees against any outstanding payment. If you fail to comply with such requirement within 10 working days Brand Ripplr shall, all other rights reserved, have the right to cancel your User Account and take such actions as in its sole discretion it deems appropriate;
  4. Your Wallet in the User Account section of the Platform will reflect the Fee you have earnt from the Campaign after all posts specified by the Campaign Initiator are published and linked on the Platform under the Campaign dashboard. You can then withdraw this balance in your wallet 14 days after the Campaign has been published and the link shared on the Platform.
  5. If you request Fee withdrawal from your Wallet in your User Account you must withdraw the full available balance in your Wallet.  There will be no partial payments or transfer made at any time; You must have a minimum of USD100 in your Wallet to request withdrawal. All transfer costs (including bank transfer charges, western union, paypal or any other payment transfer methods) will be deducted from the Fee an shall be borne by the Influencer; 
  6. You agree that following the posting of an approved Submission, and for a period of not less than 12 hours for personal content Submissions or 48 hours for commercial content Submissions, you will not make any other posting including on your personal social accounts without the prior written approval from Brand Ripplr and the Campaign Influencer;
  7. As a compensation for its Platform Services, Brand Ripplr will deduct 25 per cent. of your Fee agreed with the Campaign Initiator for the approved Submissions immediately upon receipt of such Fee from the Campaign Initiator and without your or the Campaign Initiator’s approval;
  8. If a Campaign is cancelled before a Submission is approved from the Campaign Initiator, you will not be entitled to receiving the Fee;
  9. If a Campaign is cancelled after a Submission is approved but before you publish and link the post then you will not be entitled to receiving the Fee;
  10. If a Campaign is canceled after a Submission is approved and after you published and linked the post, you will be entitled to receiving the Fee.

Campaign Initiator

  1. You shall not, at any time, amend the remuneration agreed with the Influencer during a Campaign.
  2. If a Campaign is cancelled after a Submission is approved and after payment of the Fee but before the Influencer publishes and links the post, the Fee including the compensation for Platform Services payable to Brand Ripplr will not be refunded.
  3. Brand Ripplr does not make any refunds. In the event that you or a Campaign Initiator believe that a refund is necessary you have to contact support@brandripplr.com. We do not guarantee that a refund will be obtained.
  4. The Campaign Initiator has up to 7 working days to raise any concerns with a published post, and shall provide a detailed explanation of such concern, Brand Ripplr shall consider the request and to the extent possible attempt to suggest a suitable way to deal with any such concern with no obligation or liability on Brand Ripplr to do or act or provide solutions. 
  5. Brand Ripplr is not in any way be liable to any party if the Influencer removes the post prior to the 6 month period stated above or such other date agreed in the between the Campaign Initiator and the Influencer.
  6. The Fees are exclusive of all applicable sales, use, value-added, and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and you will be responsible for payment of all such taxes, fees, duties, and charges. The value-added tax will be charged to you separately. You will make all payments of Fees to us free and clear of, and without reduction for, any withholding taxes or transfer charges.

Six-Month Exclusivity

You (being a Campaign Initiator or an Influencer) hereby acknowledge and agree that you will not for a period of six (6) months commencing on the later of: (i) the date when you last communicated with a Campaign Initiator or Influencer as applicable  in respect of a Campaign, whether through the Platform or otherwise, or (ii) the execution date of a Campaign Agreement entered into with a Campaign Initiator or Influencer as applicable  (the “Commencement Date”), neither you nor your directors, employees, subcontractors, agents or affiliates will enter into an agreement directly or indirectly with such Campaign Initiator or Influencer as applicable for the creation of any promotional media content, subject to the following exemptions:

  1. The agreement you are entering into with the Campaign Initiator is a Campaign Agreement, in respect of which Brand Ripplr will receive an agreed Fee as provided for thereunder; or
  2. You were engaged in good-faith negotiations with the Campaign Initiator or Influencer as applicable  for the creation of that promotional media content on or before the Commencement Date; or
  3. You are renewing a pre-existing agreement with the Campaign Initiator or Influencer as applicable   that expired after the Commencement Date.

You hereby agree and undertake that you or any person representing you or acting on your behalf, will not at any time, directly or indirectly contact, discuss, solicit or enter into any arrangement other than as stated herein with the Campaign Initiator or Influencer as applicable  or any member, director, shareholder, employer, agent, contractor or otherwise of the Campaign Initiator or Influencer as applicable  other than through the Platform and you shall indemnify Brand Ripplr for any breach of such undertaking including without limitation for any loss or damage that may result from or any loss of profit or loss of revenue in connection with such breach. You further agree to notify Brand Ripplr immediately in the event that you are solicited by or contacted directly or indirectly by a Campaign Initiator or Influencer as applicable or any of its representatives directly or indirectly other than through the Platform. If you fail to comply with such obligations, we may, in our sole discretion and without prejudice to any other remedy we may have, decide to, and without prejudice to any other action available to us, terminate or cancel your User Account and forfeit any Fees (as defined above) you may have outstanding with us. Any breach of these provisions shall be deemed to constitute a material breach of the Terms of Use. 

Submissions, Reviews and Comments

By submitting content to the Platform or Brand Ripplr, or Campaign reviews, content, questions, comments, suggestions, ideas, generated promotional online media content or similar information (collectively, “Submissions”), you:

  1. Grant Brand Ripplr and its affiliates, a worldwide, nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sub-licensable right to:
    1. use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media whatsoever, now known or hereafter devised; and
    2. use the name that you submit in connection with such Submission;
  2. Acknowledge that Brand Ripplr may choose, but is not required, to provide attribution of your Submissions (for example but without limitation, listing your name and city on a Campaign review that you submit or any such other referencing) at our discretion, and that such Submissions may be shared with other Campaign Initiators and others using our Platform;
  3. Acknowledge and agree that Submissions are non-confidential and non-proprietary;
  4. Acknowledge that Brand Ripplr may exercise its rights to use, publish or remove any Submissions without any notice to you; and 
  5. Will not use or re-use (directly or indirectly) or share with third party any Submissions or the content thereof (or any content similar to the Submissions) used for a specific Campaign for the purposes of any other Campaign on the Platform or on any other platform or social media without Brand Ripplr prior written approval. Any use to the contrary will constitute a material breach of these Terms of Use.

FOR THE AVOIDANCE OF DOUBT, Submissions shall also include the approved generated content posted on social media in connection with a Campaign pursuant to a Campaign Agreement.

You further grant Brand Ripplr the right to pursue at law any person or entity that violates your or Brand Ripplr’s rights in the Submissions by a breach of these Terms of Use.

Submissions or any part thereof approved by the Campaign Initiator for use for any specific Campaign will be uploaded by the Influencer on social media and the live link shall be shared on the Platform as part of the Campaign dashboard in line with the terms of the Campaign Agreement at the time and date agreed with the Campaign Initiator.

The Influencer undertakes and agrees to maintain any Submissions submitted or generated through the Platform pursuant to a Campaign Agreement and accepted by a Campaign Initiator publicly accessible through her/his social media account(s) (as specified in the Campaign Agreement) for a minimum period of six (6) months, or such greater term as specified in the Campaign Agreement , any breach of such obligation will constitute a material breach and will result, among other things, all rights reserved:

  1. in the forfeiture of the Fee (as defined in these Terms of Use) and any such additional charge amounting to at least the amount of the Fee along with any cost and expenses incurred by the Campaign Initiator and Brand Ripplr which shall become due and payable immediately to Brand Rippl; and
  2. should you fail to comply with the requirement under A above within 10 working days from you being notified of the same, cancelation of your User Account and any such other actions as Brand Ripplr in its sole discretion deems appropriate.

Brand Ripplr reserves the right to set off existing or future Fees against any outstanding payment.

The Campaign Initiator acknowledges and agrees that any Submissions or approved promotional online media content created by Influencer is owned by Influencer. Influencer grants the Campaign Initiator the right to post or use Submissions as part of an advertisement campaign on social media in which case the Campaign Initiator is required to provide attribution of Submissions (for example, and without limitations, listing your name and city on a Campaign Initiator or Campaign review that was submitted or such other referencing as may be agreed from time to time). If the Campaign Initiator wishes to use the Submissions as part of an advertisement other than on social media, Campaign Initiator shall provide attribution of Submissions and obtain Influencer’s approval prior to using the Submissions or approved media content in an advertisement campaign.

All data on the Platform relating to Influencers and Campaigns performance is updated periodically. You can refer to the social media networks for real time statistics and data.

Liability

Brand Ripplr takes no responsibility and assumes no liability for any Submissions posted or submitted. Brand Ripplr has no obligation to post Submissions and reserves the right, in its absolute discretion to determine which Submissions are published on the Platform. If you do not agree to these terms, please do not provide us with any Submissions.

You are fully responsible for the content of Submissions and you hereby warrant and represent that:

  1. you have all rights to the content submitted on the Platform, specifically including, but not limited to, reviews posted to the Platform, designs, infrastructure graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks that may be displayed from time to time on an on-going basis;
  2. you have obtained all necessary licenses, permits or approvals that may apply to you in your jurisdiction; and
  3. your use of the Platform Services and Platform and each of your Submissions: A) does not infringe the rights of any other person or body; and B) complies with all applicable laws, regulations, codes and standards, including without limitation all applicable advertising standards and regulations concerning sponsored or advertorial content that might be applicable to you in your jurisdiction. Such obligation includes but is not limited to a responsibility on you to ensure that any Submission includes the necessary hash tag requirements that exist in respect of all applicable advertising standards and regulations.

Ownership

All Content, including without limitation all designs, IPR, infrastructure graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks displayed on the Platform, are owned or licensed by/to Brand Ripplr and are protected by copyright, trade-mark and other intellectual property laws.

Brand Ripplr expressly reserves all rights in the Platform and all materials provided by Brand Ripplr that are not specifically granted to you. You acknowledge that all right, title and interest in the Platform, all materials provided by Brand Ripplr in connection with these Terms of Use (including the Content), and any update, improvements, additions, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with Brand Ripplr (or third party suppliers, if applicable), and that the Platform and all materials provided by Brand Ripplr hereunder are licensed and not “sold” to you. Your right is limited to access the Platform and Content in line with these Terms of Use. All Content and materials provided by Brand Ripplr on the Website are: ©2017 Brand Ripplr, LLC.

Privacy Policy

Please visit https://brandripplr.com/privacy to review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing your personal information, and which is hereby incorporated into and forms a part of these Terms of Use. Our Privacy Policy, may be updated from time to time.

Please note that Campaign Initiators may have additional privacy policies or statements that govern their practices in collecting, storing, using and disclosing your personal information. Please read those additional privacy policies or statements carefully. You hereby represent and warrant to Brand Ripplr that you have familiarized yourself and agree with those privacy policies or statements imposed by any Campaign Initiator with whom you elect to deal through the Platform.

Brand Ripplr takes very seriously the private nature of personal information. This Privacy Policy describes how we collect and what we do with the personal information we obtain when you visit Brand Ripplr or use the Platform, and the services offered through Brand Ripplr (collectively, the “Services”) and what controls you have. Please read this notice carefully and do not hesitate to let us know if you have any questions. You may send your questions to support@brandripplr.com.

By using or accessing Brand Ripplr, you acknowledge and agree to the collection, use and storage by BRAND RIPPLR, and all of its predecessors, successors, parents, subsidiaries, affiliates, and past and present officers, directors, shareholders, investors, employees, agents, attorneys, representatives licensors and information providers, of the Information (as defined below) in accordance with the practices provided for in this Privacy Policy. Please note that we may update this Privacy Policy as we change or develop the Website (as defined in the Terms of Use) or the Services. Your continued use of the Website constitutes your acceptance of the then-current privacy policy. For this reason, we recommend that you review the Privacy Policy from time to time to ensure that you understand and are willing to accept the current privacy practices of Brand Ripplr and that you carefully read and review any information before submitting the same to Brand Ripplr. If you do not accept the practices set out in this privacy policy you should not use the Website.

Upon entering our Website or when registering your User Account (as defined in the Terms of Use), you subscribe by default to our newsletter containing promotional content for the Services. Should you no longer want to be subscribed to receive our newsletter, you can unsubscribe from the newsletter by [clicking the “Unsubscribe” link at the bottom of any received newsletter].

THE INFORMATION WE MAY COLLECT FROM YOU

As is true of most websites, we gather certain information automatically and store it in log files or private databases.

We may collect and process the following information (the “Information”):

  • Information that you provide by completing forms on Brand Ripplr, including if you register as a user of Brand Ripplr subscribe to any service, upload or submit any material via Brand Ripplr, request any information or enter into any competition or promotion we may sponsor;
  • In connection with an account sign-in facility, your password and log-in details;
  • Your preferences, which help us provide you with more tailored recommendations;
  • Communications you send to us, for example to report a problem or to submit queries, concerns or comments regarding Brand Ripplr or its Content;
  • Information from surveys that we may, from time to time, run on Brand Ripplr for research purposes, if you choose to respond to them;
  • Details of your visits to Brand Ripplr, the resources you access and any data you download;
  • Personal Identification Information in a variety of ways, including, but not limited to, when you visit our Website, register, subscribe to the newsletter, and in connection with other activities, services, features or resources we make available on our Website. You may be asked for, as appropriate, name, email address, mailing address, phone number, Bank account information. We will collect personal identification information from you only if you voluntarily submit such information to us. You can always refuse to supply personally identification information, except that it may prevent you from engaging in certain Website related activities or services.
  • Non-Personal Data. For purposes of this Privacy Policy, “Non-Personal Data” means information that does not directly identify you. Additionally, Non-Personal Data means “aggregate” and “de-personalized” information, which is data we collect about the use of the Services, from which any personally identifiable data has been removed. We may use tools or third party analytical software to automatically collect and use certain Non-Personal Data that does not directly enable us to identify you. The types of Non-Personal Data we may collect and use include, but are not limited to: (i) device properties, including, but not limited to IP address, browser type, Internet Service Provider, referring/exit pages, operating system, date/time stamp, clickstream data, anonymously tracked on-page events, Media Access Control (“MAC”) address and unique device identifier or other device identifier (“UDID”); (ii) device software platform and firmware; (iii) mobile phone carrier; (iv) geographical data such as post code and coarse location; (v) other non-personal data as reasonably required by Brand Ripplr to enhance the Platform Services; and Information obtained from your social networking profile, if you log-in via a social networking site.

You are under no obligation to provide any Information. However, if you should choose to withhold requested Information, we may not be able to provide you with certain Services.

HOW WE USE YOUR INFORMATION

We will use the Information to:

  • Help us to build a profile of your preferences so we can offer you recommendations and services you are interested in;
  • Track users movement around the website;
  • Analyze user behavior on page;
  • Administer your account with us;
  • Contact you by email when necessary;
  • Improve the layout and/or content of the pages of the Website and customise them for users;
  • Carry out research on our users’ demographics;
  • Disclose to lawful authorities when required to do so by law;
  • To contact you in connection with providing the Services, to verify your credit card payment information;
  • Send you newsletters and recommendations;
  • Allow advertisements on the Website to be targeted, to the users for whom they are most pertinent;
  • Suggest connections for other users that are connected to you and;
  • Enhance your user experience in general.

We may also occasionally contact you to obtain feedback on a specific Platform Service or suggest social connections.

For certain Platform Services, we also request credit card or other payment account information, which is maintained by our payment processor in encrypted form on secure servers. We do not share this information with any third party except the companies/bank responsible for processing our credit card transactions.

We may combine the Information you submit under your account with information from other Brand Ripplr services or Third Parties Services (as defined below) in order to provide you with a better experience and to improve the quality of our Services. For certain Services, we will give you the opportunity to opt out of combining such information.

We do not sell, trade, or rent your personal identification information to others. We may share generic aggregated demographic information not linked to any personal identification information regarding visitors and users with our business partners, trusted affiliates and advertisers for the purposes outlined in this Privacy Policy or our Terms of Use.

No Unlawful or Prohibited Use

You shall not, without Brand Ripplr’s prior written permission, use the Platform and the Content (as defined in the Terms of Use) for purposes other than the Permitted Use. Without limiting the generality of the foregoing, you shall not, and shall not permit anyone else to:

(a) “frame”, “mirror” or otherwise incorporate the Platform or the Content or any part thereof on any commercial or non-commercial website;

(b) access, monitor or copy any part of the Platform or the Content using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;

(c) violate the restrictions in any robot exclusion headers on the Content or the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform;

(d) take any action that imposes, or may impose, in Brand Ripplr’s discretion, an unreasonable or disproportionately large load on the Platform;

(e) deep-link to any portion of the Platform for any purpose;

(f) remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in any Campaign, the Platform or the Content;

(g) modify or attempt to modify (or permit anyone else to modify or attempt to modify) the Platform or any Campaigns, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform or a Campaign;

(h) use the Platform or any Campaign or Content as part of any service for sharing, lending or multi-person use, or for the purpose of any other institution, except as specifically permitted by an applicable Campaign Agreement and only in the exact manner specified and enabled by therein;

(i) attempt to, assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Platform;

(j) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform or the Content;

(k) create derivative works based on the Platform or the Content, in whole or in part, or to decompile, disassemble, reverse engineer or other exploit any part of the Platform or the Content;

(l) use or access the Platform in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party; or

(m) upload to or transmit through the Platform any information, images, text, data, media or other content that is offensive, pornographic, hateful, obscene, defamatory or violates any laws or regulations (including but not limited to criminal laws and regulations), in each case as determined by Brand Ripplr in its sole discretion,

(n) post, upload, publish, submit or transmit any Content that:

(i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;

(ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;

(iii) is fraudulent, false, misleading or deceptive;

(iv) is defamatory, obscene, pornographic, vulgar or offensive;

(v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;

(vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or

(vii) promotes illegal or harmful activities or substances, contains or promotes alcohol, tobacco or shisha or anything that is deemed harmful or illegal by applicable law or any competent regulatory authority.

You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of Content to the Platform. You acknowledge that Brand Ripplr may exercise its rights (e.g. use, publish, store, delete) to use any Submissions without any notice to you.

Clear and Prominent Disclosure of Material Connections With Campaign Initiator

You are required to follow the Federal Trade Commission’s Endorsement Guides. In the event a Campaign Initiator engages you for a Campaign, you understand and agree that you are required to clearly and conspicuously disclose any material connection between you and the Campaign Initiator. Material connections include, but are not necessarily limited to, the Campaign Initiator providing you with something of value, such as free use of products or services. In general, disclosures should be:

  • In clear and unambiguous language;
  • As close as possible to the native ads to which they relate;
  • In the same medium as the ad, for instance, in the video or in the Twitter post;
  • In a font and color that’s easy to read;
  • In a shade that stands out against the background;
  • For video ads, on the screen long enough to be noticed, read, and understood; and
  • For audio disclosures, read at a cadence that’s easy for consumers to follow and in words consumers will understand
  • As an Influencer, it is your responsibility to understand and abide by the requirement imposed on you by your local authority and country legislation and to ensure that a clear and conspicuous disclosure is made each and every time you create content for a Campaign.

If Brand Ripplr learns of Campaigns you create that do not, in our sole discretion, abide by the local authority and country legislation endorsement disclosure guides, we may require you to add appropriate disclosures, and we may require you to suspend the Campaign until such disclosures are added. Repeated failure to include appropriate disclosures in your Campaigns, or your failure to add disclosures upon request by Brand Ripplr, may result in termination of your User Account.

Minors

Brand Ripplr does not knowingly collect any information from persons under the age of 13. If we determine that any content has been uploaded to the Website or Application by someone under the age of 13, it will be removed. If you are between the ages of 13 and 18, please ask your parent’s permission before visiting the Platform, browsing the Website, the Application, the Platform Services or any other services. We encourage parents and legal guardians to monitor their children’s Internet usage and to help enforce our Privacy Policy by instructing their children never to provide personally identifiable information on the Website without their permission. If you have reason to believe that a child under the age of 13 has provided personally identifiable information to us through the Website, please contact us support@brandripplr.com, and we will endeavor to delete that information from our databases.

To be an Influencer you represent and warrant that you are above 18 years old. If we determine that you have misrepresented your age Brand Ripplr shall immediately terminate your User Account and the Platform Services and any other services that we may provide from time to time.

Third Party Websites

The Platform may provide links to third party websites. Brand Ripplr does not endorse the information contained on those web sites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked web site is not under Brand Ripplr’s control, and if you choose to access any such web site, you do so entirely at your own risk.

Brand Ripplr may enable you to link your User Account with a valid account on a third party social networking, email or content service such as Facebook, YouTube, or Twitter, (such service, a “Third-Party Service” and each such account, a “Third-Party Account”) by allowing Brand Ripplr to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Brand Ripplr and/or grant Brand Ripplr access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Brand Ripplr to pay any fees or making Brand Ripplr subject to any usage limitations imposed by such third-party service providers.

By granting Brand Ripplr access to any Third-Party Accounts, you understand that Brand Ripplr may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible that you have provided to and/or stored in your Third-Party Account (“TPS Content”) so that it is available on and through the Brand Ripplr Platform via your User Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your User Account on the Brand Ripplr Platform. You hereby authorize Brand Ripplr to retrieve information from, and submit information to, such Third Party Services at your request; and to provide services relating to any information we retrieve from those Third-Party Accounts. Please note that if a Third-Party Account or associated service becomes unavailable or Brand Ripplr’s access to such Third-Party Account is terminated by the third-party service provider, then TPS Content will no longer be available on and through the Brand Ripplr materials. You have the ability to disable the connection between your User Account and your Third-Party Accounts at any time by accessing the “Profile” section. In most cases, we do not actually store the entirety of your TPS Content, but instead we collect and store the metadata associated with such TPS Content. You hereby authorized such collection and storage.

Relationship with third-party services: Please note that your relationship with the third-party service providers associated with your third-party accounts is governed solely by your agreement(s) with such third-party service providers, and Brand Ripplr disclaims any liability for personally identifiable information that may be provided to it by such third-party service providers in violation of the privacy settings that you have set in such third-party accounts.

Brand Ripplr makes no effort to review any TPS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Brand Ripplr is not responsible for any TPS Content. You should note that a Third-Party Service may change or amend its guidelines and our access to it at any time, and we cannot guarantee that our Services will always include a connection to such Third Party Service.

We may hire other companies to perform certain business related functions such as for Platform Services or processing payments on our behalf. Our payment-processing partner may request that you provide certain personal data (e.g. a valid government issued ID, your legal name, address, and date of birth) for the purpose of making payment through its financial institutions and complying with any federal and state laws and regulations. They may also communicate directly with you regarding any issues with a payment. Any information provided to our third party will be confidential and only be used for intended purposes. You must provide us with accurate, complete information and it is your responsibility to update and maintain changes to that information. We are entitled to rely on any information you provide to us.

As we develop our business, we might sell or buy businesses or assets. In the event of a corporate sale, merger, reorganization, dissolution or similar event, personal data may be part of the transferred assets.

Viruses

The downloading and viewing on the Website is done at your own risk. Brand Ripplr cannot and does not guarantee or warrant that the Platform or the Content are compatible with your computer system or that the Platform or the Content, or any links from the Platform or the Content, shall be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Platform.

Communications And Confidentiality

Brand Ripplr does not guarantee the confidentiality of any communications made by you through the Platform. Although Brand Ripplr generally adheres to the accepted industry practices in securing the transmission of data to, from and through the Platform, you understand, agree and acknowledge that Brand Ripplr cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Platform or any Campaigns.

 You hereby acknowledge and agree that by using our Platform Services you will be privy to confidential information.

You undertake to each of Brand Ripplr, and the Influencer or the Campaign Initiator as applicable that you shall:

  1. keep the Confidential Information secret and confidential and shall take all necessary steps to preserve its confidentiality;
  2. not disclose or make available any Confidential Information to any person, except as permitted by these Terms of Use or a Campaign Agreement (to the terms relating to such agreement)  and provided that it:
    1. informs the permitted recipient of the confidential nature of the Confidential Information before it is disclosed; and
    2. procures that the permitted recipient shall, in relation to any Confidential Information disclosed to it, comply with these Terms of Use as if it were party thereto; and
  3. not use or exploit the Confidential Information in any way, except for the Permitted Use.

Confidential Information means all confidential information (however recorded or preserved) that is disclosed or made available (in any form or by any method) by Brand Ripplr, an Influencer, or a Campaign Initiator or any member of its group to you or any of your agents in connection with the Content, the Platform or in connection with a Campaign, a brand, or a Campaign Agreement, including:

  1. the fact that discussions or negotiations are taking place concerning the Campaign or the Campaign Agreement and the content and status of such discussions or negotiations;
  2. all confidential or proprietary information relating to the business or affairs, financial or trading position, assets, intellectual property rights, customers, clients, suppliers, employees, plans, operations, processes, products, intentions or market opportunities of Brand Ripplr, the Influencer, the Campaign Initiator or any member of its group;
  3. the Campaign, the Influencer Profile, the Campaign Initiator Profile, the know-how, designs, trade secrets, technical information or software of the  Campaign Initiator or any member of its group; and
  4. any other information that is identified as being of a confidential or proprietary nature.

Marketing to you

We may send you information we think you may find useful or which you have requested from us by push notification and/or (if you provide us with your e-mail address) by e-mail, including information about the latest recommendations or features on Brand Ripplr, provided you have indicated that you do not object to being contacted for these purposes and we will always give you the option to opt-out of receiving further e-mails or push notifications by following the unsubscribe instructions on any communications sent to you. You can also exercise this right at any time by contacting us using the contact details.

Cookie Policy

Cookies/ Web server logs: Similar to other commercial websites, our Website utilizes “cookies” or similar technologies and Web server logs to collect and store information about how our Website is used. Cookies are a feature of Web browser software that allows Web servers to recognize the computer used to access a Web site. Cookies are small pieces of data that are stored by a user’s Web browser on the user’s hard drive. Information gathered through cookies and Web server logs may include the date and time of visits, the pages viewed, time spent at our Website, and the web sites visited just before and just after our Website. This information is collected on an aggregate basis. None of this information is associated with you as an individual.

You can, of course, disable cookies on your computer by indicating this in the preferences or options menus in your browser. However, it is possible that some parts of our Website will not operate correctly if you disable cookies. You should consult with your browser’s provider/manufacturer if you have any questions regarding disabling cookies.

Third Party Services: We may use services hosted by third parties including but not limited to Google analytics, Inspeclet, AWS to assist in providing our services and to help us understand how our websites are used. These services may collect information sent by a browser as part of a web page request, including IP addresses or cookies. If these third party services collect information, they do so anonymously and in the aggregate to provide information helpful to us such as website trends, without identifying individual visitors. Please see “Cookies” in the section above for information on how you can control the use of cookies on your computer.

Disclaimer and limitation of liability

Each party hereby represents and warrants that: (1) it has the legal right and authority to enter into these Terms of Use; (2) these Terms of Use form a binding legal obligation on behalf of such party; and (3) it has the legal right and authority to perform its obligations under these Terms of Use and to grant the rights and licenses described in these Terms of Use.

The Platform and the Content are provided “as is” without warranty or condition of any kind. Use of the Platform or the Content is at your own risk. Brand Ripplr does not make any representations, warranties or conditions about the quality, accuracy, reliability, completeness, currency, or timeliness of the platform or the content. The Platform and the Content may include errors, omissions and inaccuracies, including, without limitation, pricing errors. Brand Ripplr does not assume any responsibility for any errors, omissions or inaccuracies in the platform or the content. In addition, Brand Ripplr expressly reserves the right to correct any pricing errors on the platform.

Business and campaign reviews displayed on the site are intended as only general guidelines, and Brand Ripplr does not guarantee the accuracy of the reviews. Brand Ripplr makes no guarantees about the availability of specific businesses, campaigns or types of campaigns.

To the fullest extent permitted by law, Brand Ripplr disclaims all warranties, representations and conditions of any kind with respect to the Platform, the Content, the Platform Services and any other content whether express, implied, statutory or collateral, including, without limitation, the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement or that the platform or the content are or will be error-free or will operate without interruption. In no event will Brand Ripplr be liable, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, for any damages of any kind (including, without limitation, direct, indirect, incidental, consequential, special, exemplary or punitive damages, lost profits, loss of use, loss of data, personal injury, fines, fees, penalties or other liabilities), whether or not Brand Ripplr is advised of the possibility of such damages, resulting from or related to the use of, or the inability to make use of, the Platform, the Content, the Services or any other content or any campaign agreement.

Businesses engaging your services through the Platform are independent organizations and not contractors, agents or employees of Brand Ripplr. Brand Ripplr is not liable for the acts, errors, omissions, representations, warranties, breaches or negligence of any businesses or for any personal injuries, death, property damage, or other damages or expenses resulting therefrom and takes no responsibility whatsoever related to any campaigns or campaign agreements.

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. To the extent that the foregoing limitation does not apply, in no event will the total aggregate liability of Brand Ripplr in connection with or under these terms of use, including from a campaign agreement, or your use of, or inability to make use of, the platform or the content, or for any other claim related in any way to a campaign agreement, or your use of, or inability to make use of, the platform or the content exceed one hundred dollars ($100) or the equivalent in local currency. For greater certainty, the existence of one or more claims under these terms of use will not increase the maximum liability amount.

The limitations above reflect the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.

Limitations period. You and Brand Ripplr agree that any cause of action arising out of or related to these Terms of Use or Privacy Policy, the Brand Ripplr Website, the Platform Services or the Campaigns must commence within one (1) year after the cause of action accrues or becomes known to Brand Ripplr. Otherwise, such cause of action is permanently barred.

Indemnification

You shall defend, indemnify and hold harmless Brand Ripplr and all of its officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought in connection with or as a result of: (a) your breach of any of your warranties, undertakings, representations or obligations under these Terms of Use or any documents referenced herein; (b) your violation of any law (including without limitation any legal requirements or guidelines) or the rights of a third party (including, without limitation, intellectual property rights); (c) your use of the Platform; (d) breach of or failure to perform under any Campaign Agreement by you or by any third party acting on your behalf or with your permission; or (d) the use of any proprietary content, including without limitation design, video, music by you without approval from relevant third parties to do so or the use of any media content created by you, or third parties on your behalf in connection with a Campaign.

Geographic Application of the Platform

Not all of the Influencers, Campaigns and Platform Services described on the Platform are available in all jurisdictions. Furthermore, nothing on the Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by law.

Please be aware that any information you provide to us may be transferred to the United States and/or third countries. By using our Website, participating in any of our services and/or providing us with your information, you consent to this transfer.

Governing Law

These Terms of Use and any action related thereto shall be governed by the laws of United Arab Emirates as applicable in Dubai without regard to its conflict of laws provisions. These laws apply to your access to or use of the Platform or the Content, notwithstanding your domicile, residency or physical location. The Platform and the Content are intended for use only in jurisdictions where they may lawfully be offered for use. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of the courts located in Dubai, United Arab Emirates in all disputes arising out of or relating to the use of the Platform or the Content.

Entire Agreement, Waiver and Severability

These Terms of Use and this Privacy Policy constitute the entire agreement between Brand Ripplr and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Brand Ripplr with respect to the Platform. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Brand Ripplr’s failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provisions or right. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Brand Ripplr. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

If for any reason a court of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

If any of the provisions contained in these Terms of Use conflict with the terms of another agreement between the parties (such as the terms of a Campaign Agreement in respect of a Campaign), then these Terms of Use shall prevail; provided that, if you are also a Campaign Initiator registered on the Platform, the terms of use applicable to Campaign Initiators will govern your relationship with Brand Ripplr in that respect.

Date of Last Revision [April 2018]