TERMS AND CONDITIONS
Last Revised: Jan 1st, 2016
This Terms of Service Agreement (the “Agreement”), as amended from time to time as provided herein, applies to www.Brandbassador.com
(the “BB Website), and sets forth the terms and conditions that govern your use of the BB Website and the Brandbassador Technology (“BB Technology”).
The BB Website is intended for use by individuals who are above the legal age in their country of access to the BB Website. You are not permitted to use the BB Website, register for an account, or provide account information if you are under such legal age.Nothing in this Terms of Service Agreement shall be construed as creating a partnership, agency, joint venture or any other legal entity between Brandbassador AS, any third party brand and Users.
), the Brandbassador AS Business Conditions (available for review here
), and all applicable laws and regulations (collectively, the “Agreements”). Please review the Choice of Law, Arbitration and Class Action Waiver sections carefully, as they limit your ability to sue Brandbassador AS or participate in a class action against Brandbassador AS. If you do not agree with the Agreements, you are not permitted to access or use the BB Website or BB Technology.
Becoming a Brandbassador
Brandbassador AS provides visitors to the BB Website with access to its web-based software. On the BB Website visitors may become “Brandbassadors”, and by so doing have an opportunity to interact with and/or promote third party brands utilizing the BB Technology. Once accepted as a Brandbassador you are a member of the Brandbassador service and your membership will automatically be renewed without notification. The BB Website, BB Technology, Brandbassador AS program and BB Content constitute the Brandbassador Service (the “BB Service”).
Once visitors become Brandbassadors and choose to interact with and/or promote third party brands using the BB Technology, the set of BB Business Conditions (“Business Conditions”) apply. These BB Business Conditions include but are not limited to Prizes and Awards, Point Systems, Commissions, Free Product, Discounts, Usage of Discount Codes, and Payment. These BB Business Conditions may be seen at [LINK]
. By accepting this Terms of Service Agreement you accept these BB Business Conditions in full, and acknowledge that they may be changed from time to time at the sole discretion of Brandbassador AS. Updates and changes will be displayed within the BB Website and/or as an update of this Terms of Service Agreement.
All content and material that is made available to users through the BB Website is referred to as the “BB Content.” All content and material that BB Website users make available to Brandbassadors through the BB Website is known as “User Content.”
A. Registration and Privacy
You will be asked to register and provide certain information in connection with your use of the BB Technology. You agree to provide true, accurate, current and complete information about yourself (“Data”) as requested on the BB Website. Should you provide any Data that is untrue, inaccurate, not current or incomplete, or Brandbassador AS has reasonable grounds to suspect that such Data is untrue, inaccurate, not current or incomplete, Brandbassador AS has the right to suspend or terminate your access to and use of the BB Technology, withdraw any compensation achieved and refuse current and future use of the BB Technology. You are not allowed to: register two or more accounts/sign ups as a Brandbassador, or use unauthorized “fan pages” including exploitive pages, unofficial and official fan pages.
To access and use certain online services on the BB Website, you will be required to create an account and to select user name and password in order to be able to access your account. You are solely responsible for the activity that occurs on your account. You are responsible for maintaining the confidentiality and security of your user name and password. If you have any reason to believe that there has been a breach of security regarding your user name and/or password, you must promptly notify Brandbassador AS in writing and immediately change your password.
In order to register as a user of the BB Service, you will be asked to link to the social networks of your choosing. The more social networks you link up, the better your chance to be approved and qualify for certain campaigns. These social networks currently include YouTube, Tumblr, Facebook, Twitter, Instagram, Pinterest, LinkedIn and Vine. More social networks may be added or withdrawn at the sole discretion of Brandbassador AS without any update to this Terms of Service Agreement.
By linking these social networks, you authorize Brandbassador AS to access information that is set as "Public" on your social profiles (consistent with your privacy settings on each social network). The information is used strictly to verify your total following, to rank you within the system, to fill in basic information (email, gender, birthday, etc.) on your Brandbassador account and to develop your social profile based upon your activity on these social networks. Brandbassador AS does not have access to passwords, messages or personal data, and is not able to make any posts on your behalf. Brandbassador AS respects the integrity of you and your following and will go to great lengths to protect your integrity.
B. Intellectual Property And Proprietary Rights
You acknowledge and agree that Brandbassador AS, and its suppliers, own all right, title and interest in and to the BB Technology and any and all copyrights, trademarks, patents, trade secrets and any other intellectual property and proprietary rights therein.
The Brandbassador marks and logo, and all related product and service names, design marks and slogans are the trademarks, service marks or registered trademarks of Brandbassador AS and may not be used or modified in any manner without the prior written consent of Brandbassador AS.
Copyrights, trademark rights, database rights, design rights and any and all other intellectual property and other rights relating to the BB Website existing now or in the future including but not limited to all BB Content and any other computer programs, source and object code, documentation, software graphics, text, images, designs, animations, databases, logos, domain names, trade names and trade identities are the property of Brandbassador AS, its subsidiaries, affiliates and/or licensors.
Unless expressly granted in writing by Brandbassador AS, no rights in or to the BB Content except those expressly set forth within this Terms of Service Agreement are granted to you. All Brandbassador AS software applications and the BB Content are licensed, not sold, to you, and Brandbassador AS and its licensors retain ownership of all copies of the Brandbassador AS software applications and BB Content even after installed on your personal computer, mobile handsets, tablets, and/or other relevant devices.
C. Rights We Grant You
We grant you a limited, non-exclusive, revocable license to make use of the BB Website and BB Technology, and a limited, non-exclusive, revocable license to make use of the BB Content. Brandbassador AS does not grant any rights to you to download, copy, store, transfer, edit, transmit, distribute or otherwise use or exploit the BB Content (inclusive of any third party content, such as music and videos) shown or made available by the BB Service except as part of the BB Service. This license shall remain in effect until and unless terminated by Brandbassador AS.
You agrees not to:
- Reverse engineer, decompile, translate, adapt, and modify the BB Technology or any part thereof;
- Copy, display, disclose, sell, lease, co-brand the BB Technology, or any part thereof, in any form;
- Sub license, or otherwise transfer or permit third parties to use the rights and licenses granted hereunder;
- Use the BB Technology in any fashion that may infringe any patent, copyright, trademark, trade secret or any other intellectual property or proprietary rights of Brandbassador AS, its third party suppliers or any other third party;
- Remove any copyright, trademark, patent or other intellectual property notices.
D. Third Party Applications
The BB Service is integrated with third party applications and services to make content available to you. Third party brands may from time to time conduct campaigns and programs, which may or may not involve your social following, whereby you are offered the opportunity to purchase products and partly and/or in full pay with your social reach that is linked to the purchase.
Brandbassador AS and the third party brands, acting independently, each reserve the right to cancel any order at any time, close accounts, withdraw orders and take legal action if they suspect that any of the linked social media accounts contain “fake” or bought followers, unofficial or official fan pages are utilized for the social currency campaign or that you have more than one account linked to yourself or are deliberately trying to run a scam.
E. Links to Other Sites
On the BB Website there are several links to other web sites that takes you outside the BB Service. You warrant that you will comply with terms of service of these web sites. Brandbassador AS has no control over these web sites, is not responsible for, and expressly disclaims all liability for, damages of any kind arising out of or relating to any use, reference to or reliance on such information and any other dealings with such third parties.
When applying to become a Brandbassador AS, you are offered the opportunity to link your social media accounts with your application where the BB Technology uses such link and information to define your number of followers on those social media accounts. You are responsible for the accuracy of such data and will notify Brandbassador AS immediately in writing should the data differ in actual versus what is stated on your account information. Further, it is your sole responsibility to ensure that such data is accurate when it comes to “genuine” social media following – i.e. that you have not acquired a fictitious social following.
F. Rights You Grant Us
You grant Brandbassador AS a non-exclusive, transferable, sub-licensable, royalty-free, perpetual (or, in jurisdictions where this is not permitted for a term equal to the duration of the Agreements plus twenty (20) years), irrevocable, fully paid, worldwide license to use, reproduce, make available to the public, publish, translate, modify create derivative works from, and distribute any of your User Content in connection with the use of the BB Website. Aside from the rights specifically granted herein, you retain ownership of all rights including intellectual property rights, in the User Content. Where applicable and permitted under applicable law, you also agree to waive any “moral rights”, such as your right to be identified as the author of any User Content, and your right to object to derogatory treatment of such User Content.
In connection with your User Content you warrant that:
You own and/or have the necessary licenses and other rights to use or authorize Brandbassador AS to use the User Content and the associated patent, trademark and copyright and other intellectual property rights therein.
You have the written consent and/or permission of each identifiable individual person in the User Content to use the name of such person to enable the inclusion and use of the User Content via the BB Website
You acknowledge and agree that Brandbassador AS is not responsible for pre-screening any User Content that is transmitted via the BB Website.
You represent and warrant that you have secured any and all rights necessary and appropriate to submit content on the BB Website, including all necessary releases. You agree to abide by any and all additional notices, information or restrictions in respect of the BB Website contained in any part of the BB Website. Exploiting any part of the BB Website for a purpose that is not permitted by this Terms of Service Agreement is expressly prohibited without prior written permission from Brandbassador AS or the applicable intellectual property rights holder as identified on the BB Website.
Brandbassador AS shall have the right, to refuse, edit or remove any User Content that Brandbassador AS, in its sole discretion and without prior notice, considers to be harmful, illegal, threatening, offensive, sexual or racial or otherwise offensive, disruptive or inappropriate material, or otherwise in violation of this Agreement.
It is our policy to respond to notices of alleged copyright infringement, in compliance with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws. If you are a copyright owner or an agent thereof and believe that any posting or other content on the BB Website infringes upon your copyrights, you may submit a notification pursuant to the DMCA by providing our Copyright Agent with the following information in writing:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed;
- Identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material;
- Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and email address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Our Copyright Agent for notice of claims of copyright infringement can be reached as set out in the paragraph entitled Contact, below.
G. User Guidelines
You agree not to do any of the following:
- Use, display, mirror or frame the BB Website or any individual element within the BB Website, Brandbassador AS’s name, any Brandbassador trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Brandbassador AS’s express written consent;
- Access, tamper with, or use non-public areas of the BB Website, Brandbassador AS’s computer systems, or the technical delivery systems of Brandbassador AS’s providers;
- Attempt to probe, scan or test the vulnerability of any Brandbassador AS system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Brandbassador AS or any of Brandbassador AS’s providers or any other third party (including another user) to protect the BB Website or BB Content;
- Attempt to access or search the BB Website or BB Content or download or otherwise copy the BB Content from the BB Website through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Brandbassador AS or other generally available third-party web browsers;
- Use any meta tags or other hidden text or metadata utilizing a Brandbassador trademark, logo, URL or product name without Brandbassador AS’s express written consent;
- Use the BB Website or BB Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms of Service;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the BB Website or BB Content to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the BB Website or BB Content;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the BB Website;
- Collect or store any personally identifiable information from the BB Website from other users of the Website without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
Although we are not obligated to monitor access to or use of the BB Website or BB Content, we have the right to do so for the purpose of operating the BB Website, to ensure compliance with this Terms of Service Agreement, and to comply with applicable law or other legal requirements. We have the right to investigate violations of this Terms of Service Agreement or conduct that affects the BB Website. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
You agree not to disclose Brandbassador AS Confidential Material without prior written consent and you agree to use it only for the purposes of this Terms of Service Agreement and BB Service. “Brandbassador AS Confidential Material” includes without limitation: all Brandbassador AS software, technology, programming, specifications, materials, guidelines and documentation relating to BB Service; statistics related to the use of BB Service provided to you by Brandbassador AS; any and all information relating to other users of BB Service (including without limitation publishers and advertisers), Brandbassador AS’s business partners and other third parties, to the extent such information is provided to you in BB Service or included to any reports or other communications relating thereto, or is otherwise provided to you by Brandbassador AS; and any other material designated in writing by Brandbassador AS as “Confidential” or an equivalent designation. Brandbassador AS Confidential Material does not include material that: has become publicly known through no breach by you; material that has been independently developed without access to Brandbassador AS Confidential Material, as evidenced in writing; rightfully received by you from a third party; or required to be disclosed by law or by a governmental authority.
I. Warranty and Disclaimer
THE BB PLATFORM, BB SERVICE AND THE CONTENT ARE PROVIDED “AS IS.” BRANDBASSADOR AS, ITS AFFILIATES, ITS LICENSORS, AND ITS 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 AS MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SECURITY OF THE WEBSITE OR ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, SUITABILITY OR TIMELINESS OF THE CONTENT, SOFTWARE, TEXT, GRAPHICS, TOOLS, LINKS, OR OTHER COMMUNICATIONS PROVIDED IN OR THROUGH THE USE OF BB PLATFORM, OR ANY SITE OR SITES “LINKED” TO THE BB WEBSITE. WE MAKE NO WARRANTY THAT THE BB PLATFORM WILL BE AVAILABLE, UNINTERRUPTED, ERROR FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
J. Limitations of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BRANDBASSADOR AS BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE BB PLATFORM, OR ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, EFFECT, DELAY OR DEFECT IN OPERATION OR TRANSMISSION, VIRUS, LINE OR SYSTEM FAILURE, OR LOSS OF USE RELATED TO THE BB PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BRANDBASSADOR AS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE BB SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR USE OF THE BB SERVICE.
Upon a request by Brandbassador AS, you agree to defend, indemnify and hold harmless Brandbassador AS and its affiliates, directors, officers, employees and agents against any claims, demands, actions, damages or other liabilities, including expenses and attorney’s fees, that arise from your use of the BB Service. Brandbassador AS reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Brandbassador AS in asserting any available defenses.
L. Choice of Law
This Terms of Service Agreement shall be interpreted, construed, enforced and governed in accordance with the laws of the Kingdom of Norway, excluding its rules regarding choice of laws.
M. Arbitration and Class Action Waiver
Any dispute, controversy, or claim arising out of, related to or in connection with this Terms of Service Agreement, or to the performance, non-performance, interpretation, breach, termination or invalidity thereof, or any claim that a party to this 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
(a) 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 in the Agreement concerning Notices.
(b) 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.
(c) 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.
(d) 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.
(e) Terms of Reference. In addition to those matters required by the ICC Rules to be included in the Terms of Reference, the arbitrators shall, after consultation with the parties, include within the Terms of Reference appropriate provisions which:
(i) require the disclosure of all exhibits expected to be used by the parties at the arbitration, and the exchange of complete copies of all such exhibits in advance of the arbitration;
(ii) determine the dates for the exchange of said written disclosures and copies of said exhibits;
(iii) require the written disclosure of the identity of all witnesses whom the parties expect to call at the arbitration;
(iv) determine the dates for the exchange of the written disclosures of the identity of witnesses which the parties expect to call at the arbitration;
(v) determine the dates for the exchange of sworn narrative statements containing the testimony of all witnesses whom the parties expect to call at the arbitration;
(vi) require that the sworn narrative testimony of witnesses be submitted in substitution for the direct examination of the witness, and that all witnesses whose sworn testimony is submitted for consideration by the arbitrators must present him or herself for cross examination at the time and place of the arbitration hearing, unless some other procedure providing the parties with a full and complete opportunity for crossexamination has been established and provided by the arbitrators, the parties and the witness;
(vii) prohibit, except upon a showing of good cause, or for purposes of rebuttal, the receipt into evidence of any exhibit not disclosed by the parties, nor shall the arbitrators permit a party to present the testimony of any witness whose identity and testimony was not exchanged prior to the arbitration; and
(viii) permit discovery as reasonable and necessary for the orderly preparation of the dispute for hearing and determination of the dispute (said discovery may include requests for production of documents and depositions of witnesses who cannot be summoned to the arbitration or are otherwise unavailable to attend the arbitration).
(f) Limitation on Remedies. The arbitrators are precluded from awarding punitive or exemplary damages, and may not award any indirect, special, incidental or consequential damages. In no event shall the arbitrators have the powers of an amiable compositeur.
(g) Resort to the Courts. Nothing in this Agreement 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.
(h) Waiver of Jury Trial, Court Trial, Other Court Proceedings or Right to Participate in Class Arbitrations or Actions. Except to the extent set forth in Paragraph (g) above, or otherwise in aid of arbitration, the parties understand and knowingly waive their rights to a jury trial, court trial, or other court proceeding, and expressly waive any right they may have to commence or participate in any representative, class, collective or consolidated actions or disputes in court, in arbitration or in any other forum. You agree that you will not file a class action or collective action against us, and that you will not participate in a class action or collective action against us. You agree that you will not join your claims to those of any other person. Notwithstanding any other provision in these Terms of Service, if this class action waiver is invalidated, then the agreement to arbitrate is null and void, as though it were never entered into. Any dispute at that time in arbitration will be dismissed without prejudice and refiled in a court. Under no circumstances do you or we agree to class or collective procedures in arbitration or the joinder of claims in arbitration.
N. Discount codes
I understand that under no circumstances can I distribute discount codes on coupon pages or other affiliate like platforms. The discount codes that I can generate from my account can only be used within the given time period and should only be given personally to friends, your social media following and acquaintances. These codes can only be posted on personal social accounts. If codes are distributed through other channels such as social accounts created solely for discount code distribution, through the use of automatic post plugins, or in any spam-like manner we have the right to void all commission and terminate your Brandbassador account. All discount code posts should be personally written and shared to friends and followers.
Brandbassador and brands related to Brandbassador reserves the right to withhold from making any payments in case it has reason to believe You have breached the terms of this Agreement.
Payment of revenue share is subject to You providing Brandbassador with such payment, identification and other information and documentation as Brandbassador may request from You from time to time. You understand that Brandbassador may not be able to pay you revenue share in accordance with this Agreement if You fail to provide such information or material or if such information or material is not correct, complete or up-to-date.
If any provision of this Agreement is unlawful, void or unenforceable, you agree that the provision will be enforced to the maximum extent permissible and the remaining provisions contained in this Agreement shall continue in full force and effect.
P. Changes to Terms of Service
Brandbassador AS is entitled to modify, amend, change or terminate the BB Service or any part of the BB Service at any time, without notice. All relevant parties shall be informed about such changes through the BB Website. Brandbassador AS may change the terms and conditions of this Terms of Service Agreement from time to time, in which case the revised terms will be posted on BB Website and the change will be communicated from within or via the BB Service. By continuing to use the BB Service following such changes you agree to be bound by the amended Agreement. You also acknowledge that Brandbassador AS and/or the third party brand may change its price/commission/reward list at any time.
If you have questions or concerns, please contact Brandbassador AS at:
By email: firstname.lastname@example.org
By mail: Brandbassador AS, Fjeldbovegen 6, 2016 Frogner, Norway
R. Term and Termination
You understand and agree that Brandbassador AS will determine your compliance with these Terms of Service in its sole discretion. Brandbassador AS reserves the right to restrict, suspend, deny or terminate access to all or part of the BB Website and to deny access to any person in its sole discretion without notice or liability of any kind. Brandbassador AS maintains a policy that provides for the termination of the BB Website use privileges of users who are in breach of any of this Terms of Service Agreement. Any violation of this Terms of Service Agreement may be referred to law enforcement authorities.
Upon termination, your use of the BB Service shall cease immediately and Brandbassador AS may delete all data submitted by you to BB Website and/or BB Technology, observing, however that Brandbassador AS has a right, but has not obligation, to retain the said data in order to reactivate BB Service.
S. Entire Agreement
This Terms of Service Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all proposals, oral or written, all previous negotiations, and all other communications between the parties.