INFLUENCER BRIDGE TERMS AND CONDITIONS (INFLUENCERS)
(Last Updated: July 30, 2019)
The following terms and conditions (this “Agreement”) represent a legal agreement between Veritone, Inc., for itself and its subsidiaries (collectively, “Veritone,” “Company,” “we” or “us”) and you (“You,” “Your” or “Affiliate”), which governs Your participation in the Influencer Bridge network and Your use of the associated websites, software platforms and services (the Influencer Bridge network and all of the foregoing collectively referred to herein as the “Services”). As used in this Agreement, the terms “You” and “Your” collectively mean You individually, as well as any entity, such as Your employer, authorizing You to access and use the Services. You and Company may also be individually referred to herein as a “Party” and collectively as “Parties”. BY SUBMITTING AN APPLICATION TO BECOME AN AFFILIATE, AND BY ACCESSING AND USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
This Agreement constitutes the entire and only agreement between Company and You, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Services and the subject matter of this Agreement. This Agreement may be amended at any time by us without specific notice to You. The latest version of this Agreement will be posted on the website from which the Services are accessible, and you should review this Agreement prior to each use of the Services. You understand and agree that by using the Services after an updated Agreement has been posted, You are agreeing to this Agreement as amended. If You do not agree to any provision of this Agreement as currently posted, or as may be amended from time to time by Company in its sole discretion, then You agree to immediately notify Company, and to cease accessing and using the Services.
- Background and Use of the Services.
Through the Services, Company may from time to time post offers of advertising programs (each, a “Program”) on behalf of advertisers participating in the Influencer Bridge network (each, an “Advertiser”). Each Program will specify the amount and terms under which You will receive payment (each, a “Bounty”) when the Program’s requirements are fulfilled by You. Bounties are generated from a specified event identified in a Program, such as a click, click-through, impression, email inquiry, lead, registration or sale (each, an “Event”). The definition of the Event associated with a Program will be set forth in the requirements for the Program (“Program Requirements”). If You select and are accepted for a Program, You agree to place that Program’s advertising message within Your communication channels with Your viewers or listeners (“Show”). Additional opportunities to support the Program can be utilized by incorporating creative on Your media properties, such as Your websites or email distribution lists (“Media”), in accordance with the terms of the Program. Unless otherwise specified, Company may change or terminate a Program at any time. Company will use commercially reasonable efforts to provide advance notice to You of any such change or termination. Similarly, You may drop previously accepted Programs at any time unless otherwise specified. Company is responsible for displaying and administering all active Programs and tracking payments owed.
You agree to use the Services only in accordance with this Agreement. Company reserves the right to make changes to the Services at any time.
- Eligibility Requirements.
All companies and individuals need official approval from Company before they can become an affiliate partner (“Affiliate”). Only companies and individuals, and only with respect to their associated Shows, websites and email distribution lists, that have been reviewed and approved by Company are permitted to use the Services. Company reserves the right to withhold or refuse approval for any reason whatsoever.
In order to be eligible to become and remain an Affiliate and to be accepted for each Program, all of Your Shows, websites and email distribution lists must meet the following criteria:
- Be content-based, not simply a list of links or advertisements, nor can the website be centered around making money from our Advertisers;
- Be written in English and contain only English language content;
- Have a top-level domain name;
- Cannot offer incentives to users to click on ads; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.;
- Be fully functional at all levels; no “under construction” sites or sections;
- Spawning process pop-ups and exit pop-ups are prohibited; and
- Content cannot infringe on any personal or intellectual property rights. Without limiting the generality of the foregoing, examples of prohibited content include but are not limited to:
- Racial, ethnic, political, hate-mongering or otherwise objectionable content;
- Investment, money-making opportunities or advice not permitted under law;
- Gratuitous violence or profanity;
- Material that defames, abuses, or threatens physical harm to others;
- Content that constitutes or promotes any illegal activity whatsoever, such as illegal substances, illegal online gambling, how to build a bomb, counterfeiting money, etc.;
- Software pirating (e.g., Warez, Hotline);
- Hacking or phreaking; and
- Spoofing, redirecting, or traffic from adult-related websites in an effort to gain traffic.
If approved as an Affiliate, Company grants You a non-transferable, non-exclusive, limited license to use the Services and any data, reports, information or analyses arising out of such use, subject to the terms and conditions of this Agreement. You may only access the Services via web browser, email or in a manner approved by Company. Website integration tags must not be altered. Altering tags may jeopardize Your ability to be paid for Events.
- Program Requirements.
You must follow the communication standards and all other Program Requirements for a Program, which are outlined in the Welcome Kit that will be sent to the email account registered for Your account after acceptance in the Program. Welcome Kits are Program specific and may vary for each Program. Your execution of a Program will be monitored to ensure compliance with messaging outlined in the Program Requirements.
For all Programs, You must abide by the Federal Trade Commission (FTC) Endorsement Guides, found at the following link: FTC’s Endorsement Guides. The FTC’s Endorsement Guides include helpful information about disclosing material connections between advertisers and endorsers.
You agree to display any creative exactly as it appears in the Program Requirements or is otherwise furnished to You and to not alter any such creative.
You acknowledge that Company does not represent, warrant, or make any specific or implied promises as to the successful outcome of any Programs. If any errors or undesirable results occur due to no fault of Company, Company shall not be responsible for losses and You may not be compensated.
Company actively monitors traffic for fraud. If we detect fraud, your account will be deactivated pending further investigation. If you fraudulently add leads or clicks or inflate leads or clicks by fraudulent traffic generation (as determined solely by Company, such as pre-population of forms or mechanisms not approved by Company), you will forfeit all Bounties for all Programs and your account will be terminated. You acknowledge and agree that Company reserves sole judgment in determining the occurrence of any fraud.
It is Your obligation to prove to Company that You are not committing fraud. Company reserves the right to withhold Your payments until You have satisfactorily provided evidence that You are not defrauding the system. We flag accounts that:
- Have click-through rates that are much higher than industry averages and where solid justification is not evident;
- Have only click programs generating clicks with no indication by site traffic that it can sustain the clicks reported;
- Have shown fraudulent leads as determined by our Advertisers; or
- Use fake redirects, automated software, and/or fraud to generate clicks or leads from our Programs.
Every Affiliate account must have a unique, valid taxpayer identification number (TIN) or valid Social Security number in order to receive payment of Bounties.
All payments are based on actual Events generated by You, as defined, accounted for and audited by the Advertiser. Company shall compile, calculate and electronically deliver data required to determine amounts earned by You for Events. Payments made to You shall be based on the Events and corresponding Bounties as reported by Company. Company will not pay for any Events that occur before a Program is initiated, or after a Program terminates. Company will not be responsible to compensate You for Events that are not recorded due to Your error. Company’s figures and calculations shall be final and binding.
Company will facilitate payment by disbursing the earned Bounties to You following receipt of payment from the Advertiser. If Company does not receive payment due from the Advertiser, Company shall have no payment obligation to You. If the Advertiser does not pay on time, Company will notify You and will use commercially reasonable efforts to collect payment from the Advertiser.
Subject to receipt by Company of payment from Advertisers, Bounties earned by You during each calendar month will be paid to You Net 45 EOM, provided that the total Bounties earned in a given month meet or exceed $30.00. Payment of Bounties that do not meet the $30.00 threshold will be carried over to the following month. All payments will be made in U.S. dollars by check, direct deposit (U.S. only) or PayPal.
Company reserves the right, in its sole and absolute discretion, to terminate the Services and/or any Program and remove any advertisements at any time for any reason. Company also reserves the right to terminate or suspend Your access to the Services at any time without notice. Reasons for termination or suspension can include but are not limited to fraudulent, inaccurate or expired contact information and fraudulent lead data or transactions.
Upon request of Company for any reason at any time, You must immediately remove any or all mention or placement of any Advertiser.
Termination notice may be provided via e-mail and will be effective immediately. All payments due to You will be paid during the next billing cycle, subject to the terms of this Agreement. If You defraud the system, then all payments shall be forfeited as determined solely by Company.
The provisions set forth in Sections 6 through 12 (inclusive) of this Agreement shall survive any termination of the Services or Your access to the Services. All payment obligations accruing prior to the termination date shall survive until fully performed.
- Representations and Warranties.
You represent and warrant that:
- You have the right, power, and authority to enter into this Agreement and grant the rights specified herein;
- Your Media is in compliance with all applicable laws and does not contain or promote, nor links to another website that contains, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content;
- You own or have the legal right to use and distribute all content, copyrighted material, products, and services displayed on Your Media;
- You will comply with the FTC Endorsement Guidelines;
- You will not use deceit when marketing Advertiser’s offers or presenting these offers to consumers;
- You will not to send Unsolicited Commercial Email (i.e., SPAM), and you will not post any specific messages to newsgroups, chat rooms, bulletin boards or any other places, in connection with any Program, unless expressly approved in writing by the Company;
- You will not promote via website or link to websites containing any pornographic, racial, ethnic, political, software pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable content;
- You will not engage in any illegal activity; and
- You will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the website tags, source codes, links, pixels, modules or other data provided by or obtained from Company that allows Company to measure ad performance and provide the Services (collectively, “Site Data”).
If instructed to do so by Company and/or the Services or Your access to the Services is terminated, You will immediately remove and discontinue use of any Site Data.
If You are notified that fraudulent activities may be occurring on your Media, and You do not take any actions to stop the fraudulent activities, then You are responsible for all associated costs and legal fees resulting from any such fraudulent activities.
- Customer Information; Confidentiality.
All information submitted by customers pursuant to a Program is proprietary to and owned by Company or its Advertisers. Such customer information is confidential and shall not be disclosed by You. In addition, You acknowledge that all Site Data and other non-public information, data and reports received from Company hereunder or as part of the Services is proprietary to and owned by Company or its Advertisers. All proprietary information is protected by copyright, trademark and other intellectual property law. You may use confidential and proprietary information only to the extent required in connection with your performance of this Agreement, and You agree not to reproduce, disclose, disseminate, distribute, sell or commercially exploit any confidential or proprietary information in any manner whatsoever.
As between You and Company, Company and/or its licensors own and shall retain all right, title and interest in and to the Services, including all intellectual property rights associated therewith. You acknowledge and agree that You do not have, nor will claim any right, title or interest in the Services or any underlying software, applications, data, methods of doing business or any elements thereof. Nothing herein shall be construed as a transfer or grant of any right, title or interest to You, other than the limited right to use the Services to participate in Programs as expressly provided herein during the term of this Agreement.
- Disclaimer of Warranty; Limitation of Liability.
THE SERVICES AND ALL RELATED INFORMATION AND CONTENT ARE PROVIDED ON AN ‘AS IS’ BASIS WITH NO WARRANTY. YOU USE THE SERVICES AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INFORMATION, SITE DATA AND CONTENT MADE AVAILABLE THROUGH THE SERVICES OR PROVIDED BY COMPANY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE INFORMATION OR CONTENT MADE AVAILABLE THROUGH THE SERVICES OR PROVIDED BY COMPANY IS ACCURATE, COMPLETE OR CURRENT.
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THIS AGREEMENT, YOUR USE OF THE SERVICES, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR MEDIA, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You shall indemnify, defend and hold harmless Company, its affiliates and their respective directors, officers, employees and agents from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) resulting from any claim, suit or proceeding brought by a third party arising out of or related to Your: (a) improper use of the Services; (b) improper operation of a Program; (c) breach of any representation, warranty or obligation set forth in this Agreement; or (d) violation of any law, rule or regulation.
You may not assign this Agreement without the prior written consent of Company. Company may assign this Agreement. This Agreement shall be construed and governed by the law of the State of California without regard to its conflicts of law provisions. Each Party expressly consents to the exclusive venue and personal jurisdiction of the state and federal courts located in Orange County, California for any actions arising from or relating to this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein. Neither Party will be liable for any failure or delay in its performance under the Agreement due to any cause beyond such Party’s control including acts of war, terrorism, acts of God, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, or any component comprising or operating the network infrastructure thereof. Each Party is an independent contractor and not a partner, joint venturer or employee of the other. All notices shall be sent to You at the address submitted by You when signing up for the Services, and to the Company at its corporate headquarters, by email, certified mail or by a recognized overnight delivery courier. Company shall be entitled to an award of its reasonable costs and expenses, including attorneys’ fees, in any action or proceeding arising out of this Agreement.
- IMPORTANT NOTICE: CAN-SPAM ACT
Affiliates must comply with the CAN-SPAM Act, which regulates the form (what information must be included and the required format) commercial email must take. Specifically, the CAN-SPAM Act requires that all commercial email contain the following:
- Clear and conspicuous identification that the message is an advertisement or solicitation, if the email is unsolicited;
- Clear and conspicuous notice of the opportunity to opt-out;
- A truthful subject line;
- A functioning mechanism to opt-out;
- A valid postal address for the sender; and
- Labeling of unsolicited sexually explicit material.