Influencers by Style Coalition Software - Influencer Terms & Conditions

Effective Date: October 2, 2020

Influencers (and potential Influencers): Welcome to Influencers by Style Coalition Software (“Service”)—a service of Style Coalition LLC, a subsidiary of Fashion GPS, Inc. DBA Launchmetrics (“Service Provider”).  Please read the following terms and conditions (these “Influencer Terms” or “Terms”) carefully.

By (a) submitting an application on the Style Coalition website (located at app.stylecoalition.com or www.launchmetrics.com (the “Site”)) to become a Member of the Influencer Network (an “Influencer”), and/or (b) participating in and using the Service, you hereby agree to be bound by these Influencer Terms and the Privacy Policy (once you have checked the available checkbox).

Terms Incorporated by Reference

Certain other terms, conditions and policies govern the general access and use of the Site (and/or portions thereof), including Site’s general terms and conditions and privacy policies, all as may be amended from time to time. Those terms, conditions and policies (the “Incorporated Terms”), which may now or in the future be found on the Site’s homepage, are incorporated by reference and shall be deemed part of these Terms.

Modification of Terms

These Terms (including the Incorporated Terms), or any part thereof, may be amended by Service Provider, including the addition or removal of terms at any time, and such modifications, additions or deletions will be effective immediately upon posting. Please check these Terms periodically for changes. Your continued access and/or use of the Service, and/or submission of any request for a Campaign (as defined below) following the effective date of any such amendment, shall be deemed to constitute acceptance by you of such modifications, additions or deletions.

Modification of Website

Service Provider may change or discontinue any aspect, service or feature of the Site at any time, including, but not limited to, content, availability, and equipment needed for access or use.

Privacy Policy

Please visit our current Influencer User Policy, which contains important information about our practices in collecting, storing and disclosing your personal information and upcoming changes to EU data privacy laws.

The Please note that Advertisers may have additional privacy policies or statements that govern their practices in collecting, storing, using and disclosing your personal information.

Your Service Application and Profile

To become an Influencer, you must submit an online application for evaluation by Service Provider. Service Provider may accept or reject an application at its sole discretion. (Not every influencer, or aspiring influencer, is suitable for the Service. However, if you are rejected, please feel free to re-apply from time to time). By submitting an application, you represent that any information you provide in connection with your application shall be true, accurate, current and complete; and that you are the owner and authorized representative of the social networking and/or digital properties (e.g., blog domain or account, Twitter® account, Facebook® account, and so forth) claimed as yours in your application (your “Influencer Properties”).

If Service Provider approves your application, you will have the ability to create and maintain an account (your “Account”), inclusive of your profile (your “Profile”). You agree to keep your Account and Profile (including, without limitation, the identification of your Influencer Properties) true, accurate, current and complete at all times. You are responsible for maintaining the confidentiality of your Account credentials, for restricting access to your computer, mobile device or other means of accessing your Account, and for all activities that occur under your Account. You must notify Service Provider immediately of any unauthorized access or use of your Account. Service Provider is not responsible for the accuracy of your Profile or the Profiles of other Influencers.

Certain portions of your Profile (e.g., you name, image, subject categories, expertise, social network and blog stats) will be viewable by the brands which are approved by Service Provider to use Service (the “Advertisers”). Other portions will only be visible to Service Provider admin and staff. You agree that Service Provider may make available or provide your Profile to Advertisers, in whole or part (including data metrics relating to your Influencer Properties), so that they may consider you, and your Influencer Properties, for marketing opportunities.

There is no fee to become an Influencer. The Service is also non-exclusive—i.e., you are free to sell advertising and marketing in connection with your Influencer Properties alone or through third parties. Service Provider may offer exclusive opportunities and/or other programs or services with guaranteed placements or fees, but they will be bound by separate agreement. Thus, except as may be expressly agreed to by separate agreement, Service Provider makes no representations or guarantees as to whether Influencers will be selected for Campaigns and/or how much money they may make via Service.

Your Account is a limited, non-exclusive license to use the Service. Service Provider reserves the right to: monitor and review your Account, your Profile, and your activities in connection with Service and the Site for compliance with these Terms; to refuse service, terminate, deactivate or suspend access to your Account, Service and/or the Site, in whole or part, at any time in its sole discretion (with or without cause, including but not limited to any violation of these Terms); and/or offer certain portions, features or functionality of Service and/or the Site, or make certain offers, to a select group of Influencers or other users of the Site.

You may request that Service Provider deactivate your Account at any time by following the procedures on the Site or by contacting Service Provider.  If you deactivate your Account, Service Provider will endeavor to promptly cease displaying your Profile (to the public or to Advertisers), but the Account shall remain active so long as there are any pending transactions associated with your Account. Service Provider shall retain the right to maintain your Account and Profile information for archival and recordkeeping purposes for a period of three (3) years, and for use in accordance with the licenses granted in these Terms. Such time period will not apply if you have requested that your data be deleted within three (3) years of deactivation.


Third Party Terms of Service 


Review, Acceptance and Rejection of Advertiser Proposals

Once your Account and Profile are active, Service Provider will have the right to include you in proposals submitted to Advertisers for marketing campaigns (each, a “Campaign”). If you are chosen to participate in a Campaign, Service Provider will provide a Campaign Agreement with the outlined Campaign Terms.

Execution of Campaigns

Service Provider may assign a project manager to assist in the facilitation of the execution of Campaigns between Influencers and Advertisers. You agree to furnish your full cooperation to Service provider, and if requested, to the Advertiser, in order to execute the Campaign, including providing reasonable data, metrics and reporting, as may be requested.

Compensation and Payment

Service Provider will facilitate the billing of Advertisers and payment to Influencers for Campaigns accepted and fulfilled. Service Provider’s compensation is paid by the Advertiser, and is based on a markup of your Campaign fees. You irrevocably authorize Service Provider to deduct its markup from all fees received by Advertisers in connection with your Campaigns. Service Provider will pay you the net fees due to you within ninety (90) days of the end of the calendar month in which such fees were received by SC, unless specified otherwise in a Campaign Agreement. You must submit a valid W-9 (for U.S. Influencers) or W-8 (for foreign Influencers) in order to receive payment.

Campaigns may be booked and negotiated in local currency, but the Compensation will always be paid in U.S. dollars based on the exchange rate at the end of the previous day in which the Campaign was submitted.

Cancellation Fees

If you cancel a Campaign before the effective date of the Campaign but after Service Provider (or Service Provider’s client when Service Providers acts as Agency) already paid for applicable expenses (including but not limited to expenses related to accommodations, travel, or activities, (together “Applicable Expenses”)) of the Campaign, you acknowledge that will not receive any compensation (or applicable portion) for the Campaign and shall compensate Service Provider (or Service Provider’s client when Service Providers acts as Agency) for the total value of the Applicable Expenses.

Relationship of the Parties

The relationship between you and Service Provider established by these Terms and pursuant to the Service is that of independent contractors, and except as otherwise expressly agreed to by you and Service Provider in writing, nothing shall be construed to create an agency or employment relationship between us or constitute us as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.

Your Representations and Warranties

You hereby represent and warrant that: (a) you have the full right, power and authority to agree to be bound by these Terms and perform your obligations under them, and pursuant to any Campaign which you may accept; (b) you shall comply with all laws, rules and regulations in the course of your performance hereunder and pursuant to any Campaigns; (c) with respect to any content or materials created or provided by you in connection with any Campaign (“Custom Content”), (i) you shall have paid in full all license fees, clearance fees, or other financial obligations of any kind arising from the creation or use of such Custom Content in connection with the Campaign, (ii) such Custom Content shall not infringe upon the rights of any third party, including but not limited to rights of copyright, trademark, patent, trade secret, privacy, publicity, moral rights or other intellectual property, proprietary or other right, and (iii) such Custom Content shall not defame or disparage any third party.

Governing Law and Jurisdiction

These Terms shall be construed, enforced, performed and in all respects governed by and in accordance with the laws in the State of New York excluding its choice of law principles. All matters concerning the validity and interpretation of and performance under these Terms shall be resolved before a single arbitrator experienced in the computer hardware/software and computer consulting service industries in accordance with the Rules of the American Arbitration Association using the Associations’ facility in the State of New York, County of New York and City of New York. The award of the arbitrator shall include a written explanation of his decision and be limited to remedies otherwise available under these Terms and shall be binding upon the parties and enforceable in any court of competent jurisdiction. Any provisional or equitable remedy which would be available from a court of law shall be available from the arbitrator to the parties in such proceeding. The parties hereby consent to: (i) the jurisdiction of the exclusive federal or state courts sitting or located in New York City for any action: (a) to compel arbitration, (b) prior to the appointment and confiscations of the arbitrator, for temporary, interim or provisional equitable remedies, including without limitation any injunctive or other equitable relief to protect or enforce a party’s intellectual property rights hereunder, or (c) any claims or disputes arising from or relating to either party’s Intellectual Property Rights; and (ii) service of process in any such action by registered mail, return receipt requested, or by any other means provided by law. For the avoidance of doubt, the prevailing party shall be entitled to apply to a court in any applicable jurisdiction to enforce the award or any right or remedy determined by the arbitrator, not only the federal or state courts sitting or located in New York City. In any action or suit to enforce any right or remedy under these Terms the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

No Assignment

You understand that your Account, your rights under these Terms, and your services to be provided pursuant to any Campaign are personal to you, and may not be assigned or delegated, in whole or part, without Service Provider’s prior written consent. Any purported attempt to do so shall be of null, void and of no effect.

Licenses and Publicity

Unless otherwise agreed to in a Campaign Agreement, you hereby grant to Service Provider (and, at Service Provider’s election, to the applicable Advertiser) a non-exclusive, worldwide, royalty-free, perpetual license to use reproduce, edit, display, transmit, translate, publish and otherwise make use of any Custom Content (in whole or in part) in any and all media now known or hereafter developed.

If you are approved as an Influencer, you hereby grant Service Provider the non-exclusive, irrevocable, perpetual and worldwide right to identify you and your Internet Properties as present or former Influencers (as the case may be), and use portions of your Internet Properties relating to any Campaign for purposes of marketing and advertising, including but not limited to portfolio pieces and case studies.

Confidentiality and Non-Circumvention

“Confidential Information” means any information disclosed to or received by you through the use of or in connection with the Service (including, without limitation, information regarding Advertisers and their prospective or actual Campaigns, or their businesses, properties or operations, including, without limitation, their current or contemplated business or marketing plans, products, trade secrets, intellectual property, customer information, marketing data, or any other information which is or should be reasonably understood to be confidential and proprietary), other than information which you can establish: (a) was already known by you; (b) was obtained by you from a third party lawfully in possession of such information and not in violation of any contractual or legal obligation to SC, its Advertisers and/or their agents, representatives or designees with respect to such information; (c) is or becomes publicly available through no fault of you; or (d) is independently ascertained or developed by or for you without use of or reference to the Confidential Information. During and after the term of this Agreement, you shall maintain the Confidential Information in strict confidence, and shall not use, disclose or disseminate it other than for the purposes set forth in this Agreement. You shall take commercially reasonable steps to protect the Confidential Information from unauthorized or inadvertent disclosure or dissemination. Notwithstanding, you may disclose the other’s Confidential Information: (i) to your attorneys, accountants or business advisors or in connection with any financing transaction or due diligence inquiry, but solely on a “need to know” basis and on the condition that such third party agrees to be bound by confidentiality restrictions on the further use, disclosure or dissemination of such information no less restrictive than those contained in this Agreement; and (ii) to the extent required by law, or other lawful process, or by order of a court or arbitral body of competent jurisdiction, provided that prior to such disclosure, the person or entities from whom disclosure is sought shall provide Service Provider (and in addition, the relevant party (if other than Service provider), e.g., the Advertiser, to whom such information pertains) prompt written notice of the same so that it may object to or oppose such disclosure or seek appropriate relief, and in all events the party required to make such disclosure shall disclose the minimum amount of Confidential Information necessary to comply with such law, process or order. To the extent there is any conflict between this confidentiality provision and the Site’s privacy policy, this provision shall control.

You further agree that you shall not, after receiving an Advertiser’s proposal for a Campaign through the Service, perform any services for the Advertiser in connection with that Campaign or any related Campaigns except through the Service Provider. You agree that you shall not take any action calculated or reasonably likely to circumvent the provisions and purposes of this provision.

Miscellaneous

These Terms constitute the entire agreement and understanding between you and Service Provider with respect to their subject matter, and supersede all prior or contemporaneous communications, offers or agreements, whether oral or written, with the exception of Campaign Agreements signed between the parties. A printed version of these Terms shall be admissible in any judicial or administrative proceedings to the same extent as other documents and records originally generated and maintained in printed form. If any provision of these Terms is held to be unlawful, void or unenforceable, such provision shall have no effect; however, the remaining provisions shall be enforced to the maximum extent possible. Further, if it should be held that any portion of these Terms are overbroad or unreasonable, such portion shall be given effect to the maximum extent possible by narrowing or enforcing in part that portion found overbroad or unreasonable. Any provision of these Terms that imposes or contemplates continuing obligations on a party shall survive the expiration, termination or amendment of these Terms. Service Provider’s failure or declination to enforce these Terms, or any portion of them, in any instance, shall not operate as a waiver thereof in that instance or any other. All of Service Provider’s rights and remedies hereunder shall be cumulative.

Severability

Should any term of these Terms be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.

Service Provider Contact Information

You may contact Service Provider by e-mailing us at: talent@stylecoalition.com.