Terms and conditions for clients

Last updated: May 20, 2021

These Subscription Terms ("Terms" or "Agreement") govern Clients’ access to the Service (as defined in section 1 below).

The Service is delivered by the Norwegian company INZPIRE.ME AS, with company registration number 916 778 465, having its registered address at Universitetsgata 2, 0164 Oslo, Norway. All references to "we", "us" and "our" in the following refer to INZPIRE.ME AS.

You, as the representative of a legal person who wishes to subscribe to the Service (hereinafter referred to as "you" or "Client"), are required to accept these Terms in order to use the Service. The Terms are accepted by explicitly clicking "I accept" when requested to do so upon registering your Account.

You may contact us at hello@inzpire.me at any time if you have any questions about these Terms.

1. Definitions

"Creator": a professional who creates and publishes content on social media sites against payment. Also known as influencers.

"Talent Agencies": agencies who handle cooperation on behalf of the profiles/influencers. Often included as "creator" in this Agreement.

"Client": any legal person who wishes to subscribe to the Service given by Inzpire.me, also referred to as the customer/buyer of the services provided

"Advertisers": a company who buys advertising and promotional services.

"Agencies" (digital/PR/media): agencies who handle the advertising cooperation on behalf of the advertisers.

"Booking Agreement": is the agreement between the Creator and the Client, based on a booking request as described in section 4.

"Self-service Agreement" and "Full-service Agreement": is the agreement between the user and Inzpire.me

"Accounts": is the platform where the collaborations take place.

"Users": a user can have access to one or more Accounts.

2. About the Service

The Service is a cloud-based software application and collaboration platform that

  • allows professionals who create and publish content on social media sites against payment ("Creators") to make their services available to brand-owners, advertisers, media agencies and others ("Clients")
  • allows you to browse Creators’ profiles and send booking requests
  • provides booking services and facilitates the formation of booking agreements between Creators and Clients
  • facilitates payment of fees as agreed under a booking agreement from Clients to Creators, through the payment service provider MangoPay, after approval of Inzpire.me.

Mangopay is a global payment solution for marketplaces which uses e-wallets’ features to create payment flow which fits your platform. Their services are based on their own terms;

MANGOPAY FRAMEWORK CONTRACT FOR ISSUING, MANAGING, MAKING ELECTRONIC MONEY AVAILABLE

3. Account registration

To register for the Service, you must enter a separate contractual agreement, called "Self-service agreement", for a license to the INZPIRE.ME platform. The license grants you access to relevant tools and features available in the platform, including audience demographics insights, payment handling, and extensive support from our dedicated Customer Success team.

Upon entering the agreement, you will be sent an Account creation link to complete the registration process on the platform. You are required and obligated to: (a) provide true, accurate, current, and complete information about the legal person you represent as prompted by the Service’s registration form, and (b) maintain and promptly update the registered data to keep it true, accurate, current, and complete.

4. Formation of Booking Agreements and performance thereunder

Any Client may send any Creator a booking request. The booking request shall contain the terms and conditions for the booking, including the remuneration to be paid from Client to Creator. The Creator will receive an e-mail notification about the booking request and can choose to accept or decline it.

If the booking request is accepted, a binding booking agreement has been formed between Creator and Client.

When Creator has completed the performance under the booking agreement, proof of the completed work and results shall be submitted on the INZPIRE.ME platform. The Client will receive an e-mail notification with a link to review the proof of the completed work and results.

If Client acknowledges that the work is in accordance with the booking agreement, Client must accept the work by marking the booking agreement as "Completed" on the INZPIRE.ME platform.

INZPIRE.ME is not a party to any booking agreements between Creator and Client, and we disclaim any responsibility or liability arising from or related to any such agreements. Exceptions apply to Professional services offered by INZPIRE.ME.

5. Release of Remuneration

All payments for services provided under a booking agreement shall be handled by the payment service provider MangoPay. You may review terms and conditions for the payment services provided by MangoPay, including information about applicable fees for the use of their services, here.

When you have marked a booking agreement as "Completed", the agreed remuneration less applicable service fees to INZPIRE.ME (cf. section 8) are paid out to Creator (the "Pay-out"), except when ongoing payment has been agreed. They will be released continuously in accordance with the Booking Agreement

6. Non-performance by Creator

If the Creator fails to perform by not providing or not posting content as determined in the booking agreement, or if Creator fails to be present at an activity or event specified in the booking agreement, the Client may refuse to mark the booking agreement as "Completed".

If Client has been invoiced by INZPIRE.ME for Creator’s remuneration (cf. section 8), INZPIRE.ME will credit Creator’s remuneration.

If an accepted booking agreement is not completed, the Creator risks receiving an automatic review on their profile.

7. Resolution of Disputes between Creator and Client

Creator and Client agree to attempt to initially solve all disputes between themselves. If the parties are unable to settle the matter, it may be resolved by INZPIRE.ME, whether the case is conducive to it.

Disputes regarding the release of remuneration payment to Creator or a refund of the same to Client, shall be resolved through INZPIRE.ME.

You have up to 20 days after the delivery date set out in the booking agreement to submit a cancellation request on the INZPIRE.ME platform. You can ask the INZPIRE.ME platform to make the final decision 14 days after the request was opened.

When you contact the INZPIRE.ME platform, a dedicated team member will be assigned to your case. They’ll review the information provided by both parties before making a final decision. In some cases, they may need to contact you to gather additional information before making a decision.

8. Restrictions and Client Responsibilities

8.1. Your responsibilities

Client represents, covenants, and warrants that Client will use the Service only in compliance with all applicable laws and regulations, and in a way that will not harm the Service or anyone else’s use of it.

You are solely and fully responsible for

  • any content you choose to share through the Service
  • having the necessary rights to any material (including but not limited to text, photos, sound, music) you make available through the Service
  • the payment of any Creator remuneration
  • your performance under any booking agreement between you and a Creator
  • any comments or ratings you provide through the feedback functionality, cf. section 9
  • any message you send using the Service

You are responsible for maintaining the security of your Account, passwords and files, and for all uses of your Account with or without your knowledge or consent. If you suspect any unauthorized use of your Account or other security breach related to your Account, you must immediately notify us in writing.

8.2. Restrictions

You may not use the Service to promote campaigns or ads containing (i) content that is an invasion of privacy, degrading, defamatory, libellous, unlawful, profane, obscene, pornographic, hate material, or discriminatory; (ii) content that promotes any illegal activity including without limitation the promotion of gambling where prohibited, illegal substances, software piracy, or hacking; (iii) content that infringes on a third party’s intellectual property rights; (iv) content links or codes that promote or reference software piracy and/or activities generally understood as Internet abuse including but not limited to the sending of unsolicited bulk e-mail and the distribution or use of spyware, malware, worms, Trojan horses, time bombs, cancelbots, corrupted files, or similar software; (v) content that you know to be false and misleading, or (vi) content where you specifically request Creator not disclose it as an advertisement.

You may not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service or any software, documentation or data related to the Service ("Software"); modify, translate, or create derivative works based on the Service or Software or use the Service or Software for the benefit of a third party.

9. Fee for the Service

As consideration for Client’s access to the Service, INZPIRE.ME shall be entitled to a recurring subscription fee and transaction fee. The applicable Fee depends on which plan you subscribe to when you sign up, cf. the "Self-service agreement", section 3.

10. Feedback Functionality

We encourage Creators and Clients to leave objective and balanced feedback about the parties with whom they have entered into booking agreements with. You acknowledge that such feedback, including composite feedback based on individual ratings, will be made available to other Creators and Clients through the Service.

INZPIRE.ME does not monitor or censor these opinions, nor do we investigate any remarks posted by Users for accuracy or reliability. However, we may do so upon request. In order to protect the integrity of the feedback system and protect users from abuse, INZPIRE.ME reserves the right (but is under no obligation) to remove posted feedback or information that, in our sole judgment, violates these Terms or negatively affects our Service or operations.

11. Termination of your Account and/or Access to the Service

The terms of Termination is further described in the "Self-service agreement".

This Agreement will continue to apply until terminated or cancelled by either party. The Customer may cancel the subscription by contacting our support team. INZPIRE.ME may not refund any Fee already paid under this Agreement, to the fullest extent permitted under applicable law.

INZPIRE.ME reserves to the greatest extent possible all rights, without limiting any other remedies, to limit, suspend, or terminate our services and/or Accounts, suspend or ban access to our services, remove any content, and to take any and all technical or legal steps to ban Users.

Without limiting the reasons for taking the aforementioned actions, conduct giving rise to this response could include: (1) Using our services for any illegitimate or non bona fide purpose, (2) Attempting to take collaborations with the Creator off the INZPIRE.ME platform, (3) Creating problems with other users or potential legal liabilities, (4) Infringing the intellectual property rights of third parties, (5) Acting inconsistently with the letter or spirit of any of our policies, (6) Abusing any team members (ie: unreasonable or inappropriate communications), and (7) Attempting to use inzpire.me's platform or services for any objectionable purpose.

12. Intellectual Property Rights and License Grant

INZPIRE.ME owns and retains all right, title, and interest, including all intellectual property rights, whether registered or not, in and to the Service and all technologies related thereto, including any and all algorithms or processes developed by INZPIRE.ME, and all derivatives, modifications, or improvements of or to any of the foregoing made by or for INZPIRE.ME, whether or not created or developed in connection with the Service.

INZPIRE.ME hereby grants to Client a non-exclusive, non-sublicensable and non-assignable access to use the Service solely for Client’s internal business operations in accordance with the terms of this Agreement.

Client owns and retains all right, title, and interest, including all intellectual property rights, in and to any data that has been entrusted to INZPIRE.ME for processing.

Client agrees that INZPIRE.ME may use or refer to content created under booking agreements entered into through the use of our Service, for the purpose of marketing our Service, unless otherwise agreed upon.

Client hereby grants to INZPIRE.ME a non-exclusive, non-transferable, worldwide, royalty-free, fully paid-up, perpetual, and irrevocable right and license to use data derived from analysis of Client’s data in aggregated or de-identified form, for the purposes of providing and improving INZPIRE.ME’s products and services.

13. Modification of the Service and amendments to these Terms

We reserve the right to modify these Terms. The most current version of these Terms will be posted at https://inzpire.me/. If we make material changes to these Terms, we will notify you via your email or https://inzpire.me/. If you do not accept these changes, you must stop using your Account or request deletion at support@inzpire.me. Your continued use of INZPIRE.ME after we publish our changes to these Terms means that you consent to the updated Terms.

14. Personal Data

We will process personal data about you in connection with your use of the Service. You are welcome to read more about our privacy policy here.

15. Indemnification

INZPIRE.ME agrees to indemnify, defend and hold Client harmless from and against any claims made from a third party that the Service infringes a third party’s intellectual property rights. INZPIRE.ME’s obligation shall not apply to claims or awards based on: (i) Client data or services or materials provided by or made available by Client; (ii) the combination of the Service and Client data or Client products or services; (iii) Client’s use of the Service after having received notification to stop due to a third-party claim; or (iv) other circumstances that Client is responsible for.

Client agrees to indemnify, defend and hold INZPIRE.ME harmless from and against any claims from a third party for damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) arising from an alleged violation of section 7 or otherwise from Client’s use of the Service.

The parties shall notify each other without undue delay of any claims under this section.

The responsible party shall handle and cover all costs associated with such a claim, provided the other party has given the responsible party control over the case. The other party shall, in return for reasonable remuneration, assist the responsible party in the defense of such claim. Disputes between the Parties relating to liability for infringement of a third party’s intellectual property rights shall be resolved in accordance with section 20.

16. Limitation of Liability

INZPIRE.ME’s liability pursuant to this Agreement shall not exceed the Fee paid by Client to INZPIRE.ME under this Agreement in the preceding 6 months prior to the act that gave rise to the liability, excluding VAT.

Neither party shall be liable to the other party for any special, incidental, indirect, punitive, exemplary or consequential damages, whether foreseeable or unforeseeable, which may arise out of or in connection with this Agreement, regardless of whether either party has been apprised of the possibility or likelihood of such damages occurring, or whether claims are based on remedies are sought in contract or tort or otherwise.

Neither party shall be liable for any force majeure matter, cf. section 19.2.

The above limitations shall not apply if the party in question has acted willfully or with gross negligence, nor if a party has violated the other party’s intellectual property rights or section 18 of this Agreement.

17. No Warranty & Disclaimer

In the event of a conflict between this Agreement and any information provided by a representative of INZPIRE.ME, or INZPIRE.ME’s website, this Agreement shall prevail.

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. INZPIRE.ME DOES NOT WARRANT THAT THE SERVICE WILL FULFIL ANY PARTICULAR PURPOSES OR NEEDS, NOR THAT IT IS PROVIDED WITHOUT FAULTS. INZPIRE.ME DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. NO ORAL OR WRITTEN INFORMATION GIVEN BY INZPIRE.ME OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE ANY WARRANTY.

INZPIRE.ME is not a party to any booking agreement between Creators and Clients. INZPIRE.ME only acts as a facilitator for interaction on the platform.

Creators and Clients are not representatives nor employees of INZPIRE.ME. Creator and Client shall act exclusively on their own behalf and for their own benefit, and not on behalf of or for the benefit of INZPIRE.ME. INZPIRE.ME does not in any way supervise, direct or control Creator’s services. We assume no liability for any contents created by Creator under a booking agreement with a Client.

INZPIRE.ME shall under no circumstance be held liable for any acts or omissions of either Creator or Client, including but not limited to infringements of third parties’ intellectual property rights or claims arisen by Creator or Client failing to comply with their contractual obligations under the booking agreement.

Further, INZPIRE.ME cannot be held liable for any acts or omissions of MangoPay, and explicitly disclaims any responsibility or liability related to MangoPay’s provision of payment services.

The above disclaimer shall not apply in the event that Inzpire.me provides assistance as part of its Professional services. The assistance is regulated in the Full-service agreement.

18. Confidentiality

For the purposes of this Agreement, "Confidential Information" means any information, whether or not developed by a party, including but not limited to pre-existing or new information which relates to all ideas, designs, methods, discoveries, improvements, products, software, trade secrets, product data and specifications, proprietary rights, business affairs, product developments, customer information or employee information, techniques, models, inventions, data, databases, proprietary code, know-how, pricing terms, business forecast, sales and marketing plans and reports provided to either party under this Agreement.

During the term of the Agreement and indefinitely thereafter, each party will keep and maintain the other party’s Confidential Information in the strictest of confidence and will not otherwise make the other party’s Confidential Information available in any form, to any third party, or use the other party’s Confidential Information for any purpose other than the performance of its obligations in the Agreement.

Each party shall be responsible for ensuring that their respective officers, agents and employees do not disclose, use or distribute the other party’s Confidential Information in violation of the terms and conditions of this Agreement. Each party will make commercially reasonable efforts to protect the other party’s Confidential Information.

19. General provisions

19.1. Insolvency

In the event that either party becomes insolvent or enters into insolvency proceedings, the other party is entitled to terminate the Agreement with immediate effect.

19.2. Force majeure

If circumstances beyond the parties’ control, which is classified as force majeure pursuant to Norwegian law, significantly complicate the implementation of the Agreement, the parties’ obligations are suspended to the extent the circumstance is relevant and for as long as the circumstance lasts.

If force majeure shall be invoked, the afflicted party must notify the other party. The duty to notify also applies upon the end of the force majeure.

During force majeure, the parties have a mutual duty to inform of circumstances that may be of significance to the other party. The information must be given within a reasonable time.

Each of the parties may terminate the Agreement with thirty (30) days’ notice if force majeure makes it especially burdensome to uphold the Agreement. If the Agreement is terminated as a result of force majeure, each of the parties shall carry their own costs related to the termination.

20. Governing Law and Dispute Resolution

All disputes arising out of or in connection with this Agreement shall be finally settled under the laws of Norway. If a dispute is not resolved by negotiation or mediation, either party may require that the dispute be resolved with final effect before the Norwegian courts of law.

Both parties’ consent to Oslo District Court as the legal venue.

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