The Order Form together with these Terms & and Conditions constitute the agreement between Brandbassador and the Brands for the use of the BB Platform (the “Agreement”).
Brandbassador and its affiliates (“Brandbassador”) have created a marketing platform (the “BB Platform”) on which third party brands (a “Brand” and “Brands”) can engage a community of entities and individuals (the “Brandbassadors”) to promote the Brands (“Brand Program”).
The Brandbassadors, as part of the process of applying to become a Brandbassador on the BB Platform, are required to enter into a Terms of Service Agreement with Brandbassador, the most recent version of which, as updated, is available on the Brandbassador website https://www.brandbassador.com/userterms
1. Content On The BB Platform
Brand Content. When using the BB Platform a Brand may share, by posting or transmitting, various content, included but not limited to videos, photos, sound clips and comments (“Brand Content”). The Brand is solely responsible for its Brand Content and the consequences of sharing it using the BB Platform. The Brand therefore warrants, acknowledges and agrees that it owns and/or has the necessary licenses and other rights to use and share the Brand Content on the BB Platform and that Brandbassador is not responsible for prescreening any Brand Content that is posted or transmitted by the Brand on the BB Platform. Brandbassador acknowledges and agrees that the Brands are the owners (or licensees) of their respective Brand Content that (in whatever form) is submitted to Brandbassador and/or uploaded on the BB Platform and/or the BB Website by/on behalf of the Brands, and unless expressly granted in writing by a Brand, no rights in or to the Brand Content except those expressly set forth herein are granted to Brandbassador.
Brandbassador Content. When using the BB Platform, the Brandbassadors may post or transmit various content, included but not limited to videos, photos, sound clips and comments (“Brandbassador Content”). Brandbassador Content is not the content of Brandbassador, but of the individual Brandbassadors who posts or transmits the content and who holds all rights, including intellectual property rights, in and to the Brandbassador Content. Pursuant to Brandbassador’s Terms of Service Agreement with the Brandbassadors, the Brandbassadors have granted Brandbassador a non-exclusive, sub-licensable and royalty-free worldwide license to use, reproduce, make available to the public, publish, translate, modify, create derivative works from, and distribute the Brandbassador Content (the “Brandbassador Content License”).
Brandbassador grants the Brand a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, irrevocable, fully paid, worldwide license to use, reproduce, make available to the public, publish, translate, modify create derivative works from, and distribute the Brandbassador Content, at the brands discretion. This is done so on the explicit acknowledgement and agreement by the Brands that (i) Brandbassador disclaims any and all representations and warranties relating to the ownership or rights of the Brandbassadors in and to the Brandbassador Content, including the right to grant the Brandbassador Content License to Brandbassador, (ii) Brandbassador is not responsible for prescreening any content that is posted or transmitted on the BB Platform by the Brandbassadors, and (iii) any use made by a Brand of any Brandbassador Content is therefore made at the Brands’ own risk, cost and expense.
2. Brand Policy
The Brands understand that the BB Platform is a SaaS platform; a software tool that helps the Brands to automate Brandbassadors to do marketing tasks for the Brands. A Brand is solely responsible for managing its Brand Program. Brandbassador does not monitor or interfere with the Brands’ Brandbassadors’ behavior on the BB Platform. The Brand is solely responsible for managing its Brand Program and making sure that the Brandbassadors follow the Brand’s policies.
3. Intellectual Property And Proprietary Rights
The BB Platform. The Brands acknowledge and agree that Brandbassador, its subsidiaries, affiliates and/or licensors own all right, title and interest in and to the BB Platform and any and all copyrights, trademarks, patents, trade secrets and any other intellectual property and proprietary rights therein.
Brandbassador Trade Secrets and Know-How. The Brands acknowledge and agree that the network of Brandbassadors, and all information relating to Brandbassadors (including their individual identities and contact information), and all information relating to all other users of the BB Platform (including without limitation publishers and advertisers), and any and all data and statistics related to the use of the BB Platform, are the trade secrets, know-how and proprietary information of Brandbassador. Notwithstanding the foregoing, a Brand shall not be restricted from (i) engaging outside of the BB Platform with individuals who became Brandbassadors by invitation to the BB Platform by the Brand or with Brandbassadors with whom the Brand engaged outside the BB Platform before becoming a Brand, and (ii) extracting and importing to its systems and freely use unrelated to the use of the BB Platform information and data on the Brand’s engagement with Brandbassadors (including campaign data derived from the Brand Program).
4. Use of the Technology
Brandbassador grants the Brands a limited, non-exclusive, revocable license to make use of the BB Platform for the duration of the Agreement.
The Brands agree not to (i) reverse engineer, decompile, translate, adapt, and modify the BB Platform or any part thereof; (ii) copy, display, disclose, sell, lease, co-brand the BB Platform, or any part thereof, in any form; (iii) sub license, or otherwise transfer or permit third parties to use the rights and licenses granted hereunder; (iv) use the BB Platform in any fashion that may infringe any patent, copyright, trademark, trade secret or any other intellectual property or proprietary rights of Brandbassador, its subsidiaries, affiliates and/or licensors or any other third party; or (v) remove any copyright, trademark, patent or other intellectual property notices.
5. Data Protection
Brandbassador and the Brands are responsible for the compliance with their own respective data protection obligations, in particular under the General Data Protection Regulation (EU) 2016/679. For clarification, Club and the Brands are separate controllers for their own processing of personal data. Should the Brand extract and import to its systems information and data on the Brand’s engagement with Users, the Brand is the controller for its processing of such personal data.
In the event of a data breach that affects the processing of personal data for which Club is the controller, we will promptly notify affected users and relevant authorities within 72 hours of becoming aware of the breach, in compliance with applicable laws and regulations.
Following any breach, the responsible part will undertake a thorough review of the incident and take necessary measures to prevent future occurrences. This may include revising our data protection policies, increasing our security measures, or other relevant actions.
For further information on how Brandbassador processes personal data, please see Brandbassador’s privacy policy https://www.brandbassador.com/privacy-policy
6. Warranty and Disclaimer
The BB Platform, BB Service and the Brandbassador Content are provided “as is”. Brandbassador, its subsidiaries and affiliates, and its licensors and suppliers, to the fullest extent permitted by law, disclaim all warranties, either express or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, non-infringement of third parties’ rights, and fitness for particular purpose. Specifically, Brandbassador makes no warranty that the BB Services will function without interruption and Brandbassador disclaims any and all responsibility and liability arising out of data security breaches, including without limitation unauthorized access to data by third parties or for loss of data for any reason.
Further, the BB Platform is dependent on several third party integrations and API calls. Changes to these integrations and API calls by one or more third parties may cause disruption in services at any time, as well as permanent disruptions and changes to the platform. The BB platform is also dependent on the continuous approval by the Apple App Store, without which the BB platform can only be offered as desktop and mobile browser versions.
7. Limitations Of Liability
To the fullest extent permitted by applicable law and save for Brandbassador having wilfully caused damages, neither Brandbassador nor any of its subsidiaries, affiliates, directors, officers, employees or agents shall be liable to a Brand for any damages (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data (including Brand Content) or business interruption) resulting from the use or inability to use the BB Platform, or any failure of performance of the BB Platform, or the unavailability of or interruption in the BB Platform, whether based on warranty, contract, tort, or any other legal theory, and whether or not Brandbassador has been advised of the possibility of such damages, lost profit or loss of data or business interruption. If the BB Platform is not fully available to the Brand, the Brand’s sole and exclusive remedy shall be to discontinue the use of the BB Platform.
8. Indemnification
Brandbassador agrees to defend a Brand against, and indemnify and hold harmless the Brand and its subsidiaries, affiliates, directors, officers, employees and agents from and against any third party claims, demands, actions, suits or proceedings alleging that the Brand’s use of the BB Platform infringes or misappropriates the intellectual property rights of such third party, subject to and provided that the Brand has used the BB Platform in compliance with the terms hereof and that the Brand permits Brandbassador to, at its own expense, assume the exclusive defense and control of any matter subject to Brandbassador’s indemnification obligation, and to the Brand cooperating fully with Brandbassador in asserting any available defenses.
A Brand agrees to defend Brandbassador against, and indemnify and hold harmless Brandbassador and its subsidiaries, affiliates, directors, officers, employees and agents from and against any third party claims, demands, actions, suits or proceedings that arise from the Brand’s use of the BB Platform and any Brandbassador Content, save for third party claims alleging that the Brand’s use of the BB Platform in compliance with the terms hereof infringes or misappropriates the intellectual property rights of such third party.
9. Confidentiality
Brandbassador Confidential Material. The Brands agree not to disclose Brandbassador Confidential Material (as defined herein) without Brandbassador’s prior written consent, and the Brands agree to only use Brandbassador Confidential Material for the purposes of the Agreement and BB Service. “Brandbassador Confidential Material” includes, without limitation, (i) all software, technology, programming, specifications, materials, guidelines and documentation relating to the BB Service, (ii) statistics related to the use of the BB Service provided to a Brand by Brandbassador, (iii) information relating to Brandbassadors (including their individual identities and contact information), other users of the BB Service (including, without limitation, publishers and advertisers), Brandbassador’s business partners and other third parties, in each case to the extent such information is provided to a Brand in connection with the BB Service or included in any reports or other communications relating thereto, or is otherwise provided to a Brand by Brandbassador, and (iv) any other material designated in writing by Brandbassador as “Confidential” or an equivalent designation. Brandbassador Confidential Material does not include information and data on the Brand’s engagement with Brandbassadors (including campaign data derived from the BB Platform) or material that (i) has become publicly known through no breach by a Brand, (ii) has been independently developed by a Brand without access to Brandbassador Confidential Material, as evidenced in writing, (iii) was rightfully received by a Brand from a third party, or (iv) was required to be disclosed by law or by a governmental authority.
Brand Confidential Material. Save for as required for the contemplated use by a Brand of the BB Platform, Brandbassador agrees not to disclose Brand Confidential Material without the Brand’s prior written consent and Brandbassador agrees to use it only for the purpose of the Agreement and provision of services hereunder. “Brand Confidential Material” includes any and all information provided by a Brand to Brandbassador and any and all information related to the Brand Program. Brand Confidential Material does not include material that (i) has become publicly known through no breach by Brandbassador, (ii) has been independently developed without access to the Brand Confidential Material, (iii) was rightfully received by Brandbassador from a third party, or (iv) that is required to be disclosed by law or by a governmental authority.
10. Term & Payment
Term. A Brand’s Subscription Term is 12 months and will commence from the Start Date outlined in the Order Form. The Term will automatically extend for a consecutive twelve (12) months, unless the Agreement is terminated by notice by Brandbassador or the Brand at least 90 days prior to the end of the consecutive term.
Commission Account. Commission payouts to the Brandbassadors participating in the Brand Program and commission payable to Brandbassador (“Commissions”) is debited from the Brands’ Commission Account (“Commission Account”) for every transaction eligible for Commissions. If the Brands' integration allows to do so any commission related to eligible tracked sales which is refunded by the brand within 45 days of the original sale will be automatically returned to the Commission Account. Before the start of and access to the service the Brand is required to pay a deposit as set out in the Order Form to fund Commissions (the “Commission Guarantee Amount”). On the 1st of each month, any Commissions spent over the course of the previous month are invoiced to the Brand and automatically charged from to the payment card inserted, thereby bringing the balance of the Commission Account back up to the original Commission Guarantee Amount. If the Commission Account balance falls below 20% of the Commission Guarantee Amount before the end of the month, Brandbassador will automatically top up the Commission Account back up to the Commission Guarantee Amount. If the Brand spends more than 80% of the Commission Account within any given month, Brandbassador can increase the Commission Account for the next month with 25% over the actual commission spent the last month or the Commission Account (whichever is higher) to guarantee for future Commissions. Upon termination of the service all outstanding funds on the Commission Account will be properly returned to the Brand.
Compensation to Brandbassador for Sales. For all revenue, without any limitations, generated through the discount codes or tracking links created or distributed via the BB Platform, the Brands will pay Brandbassador a commission set out in the Order Form.
Compensation to those participating in the Brand Program. Brandbassador will, through its third party payment partner(s) and on the Brands behalf, be responsible for the payout of Commissions from the Brands’ Commission Account to the Brandbassadors on the condition there are no overdue invoices related to Commission. If the Brands' integration allows to do so any commission related to sales tracked which is refunded by the brand within 45 days of the original sale will be automatically returned to the Brands' Commission Account. The Brand is solely responsible for compensating Brandbassadors for gift cards rewarded through participation in the Brand Program. This might be done automatically through API integration, or if not through manual requests by Brandbassadors.
Payment. The Brand must enter a credit or debit card in the BB Platform settings. If payments for invoices licence fee, commissions or any other amount due under the Agreement are not received by the due date, the card entered in the BB Platform will be debited.
Price increase. The License Fee during any renewal term (every 12 month period) will increase by an amount of 5% compared to the applicable pricing in the prior term.
Termination. Upon termination of the Agreement for any reason, the Brand shall immediately pay any outstanding commissions, fees and other other amounts properly due under the terms of the Agreement to Brandbassador and to the Brandbassadors participating in the Brand Program.
11. Governing Law
The Agreement, including these Terms and Conditions, shall be interpreted, construed, enforced and governed in accordance with the laws of Norway.
12. Arbitration
Arbitration. Any dispute, controversy, or claim arising out of, related to or in connection with the Agreement, including these Terms and Conditions, or to the performance, non-performance, interpretation, breach, termination or invalidity thereof, or any claim that a party to the Agreement may assert in any individual, representative or collective capacity or as part of a class, whether based in contract, tort, or otherwise, shall be finally settled and determined solely and exclusively by arbitration administered by the International Chamber of Commerce (the “ICC“) under its then current Rules of Conciliation and Arbitration (the “ICC Rules“). The written award of the arbitrators shall be final and binding upon the parties, and judgment on or enforcement of the award so rendered may be sought, had or entered in any court having jurisdiction.
Initiation of Arbitration. Any party may initiate arbitration by filing a written request for arbitration with the Secretariat of the ICC. A copy of the request shall be furnished to all other parties in accordance with the provisions of the ICC Rules and the provisions herein concerning Notices.
Appointment of Arbitrators. Each party shall appoint an arbitrator, and after consultation with the parties the ICC shall appoint a third arbitrator. Each arbitrator so appointed shall have an international reputation as being experienced in the legal and technical matters related to the dispute.
Location of the Arbitration. The seat of arbitration shall be Oslo, Norway. The arbitrators may hold hearings at such other locations as the arbitrators shall determine, after consultation with the parties.
Language of Arbitration. The arbitral proceedings and all pleadings and written evidence shall be in the English language. Any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original or true copy thereof.
Resort to the Courts. Nothing in the Agreement, including these Terms and Conditions, prohibits any party from seeking interim or conservatory relief in any court of competent jurisdiction; provided, however that neither the filing of an application for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, nor the granting of such relief, shall be deemed to be a waiver of the obligation of the party to have the dispute heard and determined solely and exclusively by arbitration.
13. Survival
The provisions of Sections 3, 7, 9 and 10 through 12 shall survive the expiration or termination of the Agreement.
14. Amendments
If and when these Terms & Conditions are amended or revised, the so amended and revised Terms & Conditions will be made available on the Brandbassador website https://www.brandbassador.com/brandterms, and will take effect after notification in the BB Platform.
