1.1 The influencer terms and conditions (“Influencer T&Cs”) apply between Hollywaad GmbH (“Hollywaad”) and the Influencer as defined in sec. 2 below. Besides being accessible via the Hollywaad website, the Influencer T&Cs can also be printed or saved on an appropriate storage medium.
1.2 The Influencer T&Cs and any Influencer Agreement as defined in sec. 2 below are hereinafter collectively referred to as the “Agreement”. Terms and conditions of the Influencer shall not become part of the Agreement, unless otherwise agreed between the parties in writing.
1.3 Hollywaad operates an online platform (“Campaign Platform”) through which marketers, upon the conclusion of the respective agreement with Hollywaad (“Marketer”), are enabled to present marketing content (“Campaigns”) with the opportunity that such Campaigns and their content are within a time frame set by the Marketer virally spread via certain other websites, in particular, social media channels/platforms, controlled by Influencer(s) as defined in sec. 2, (“Influencer Website(s)”).
1.4 It is understood between the parties that Hollywaad solely acts as an intermediary between the Marketer and the Influencer, in particular by operating the Campaign Platform. The Marketer itself is solely responsible for submitting content of its Campaigns through the Campaign Platform to the Influencer. It is in the sole discretion of the Influencer whether and to what extent, they share the Campaigns. Due to this, it is understood between the Marketer and Hollywaad that Campaigns of the Marketer might not be shared to an extent satisfactory to the Marketer and that Hollywaad does not give any warranty in this regard whatsoever unless otherwise agreed between Hollywaad and the Marketer in writing.
1.5 The Influencer shall receive a Consideration, as defined in sec 4, subject to Hollywaad receiving such Consideration from the Marketer.
2. Becoming an Influencer
2.1 Upon receiving an invitation to register with Hollywaad as an Influencer, it is required that an influencer application is completed and submitted via Hollywaad’s website by a potential influencer (“Influencer Application”) and that the potential influencer allows sufficient connection respectively access to its social media account(s) (“Influencer Social Media Account(s)”).
The Influencer Application can only be submitted if the potential influencer has by clicking the button - Accept Influencer T&Cs - accepted the Influencer T&Cs and such are hereby incorporated into the Agreement, if concluded.
2.2 By submitting the Influencer Application the potential influencer makes a binding offer to enter into an agreement with Hollywaad according to the Influencer T&Cs ( “Influencer Offer”).
2.3 The agreement between the Influencer and Hollywaad is concluded by acceptance of the Influencer Offer by Hollywaad via email (“Influencer Agreement”). It is in Hollywaad’s sole discretion whether it accepts the Influencer Offer. Any confirmation of the receipt of the Influencer Offer by Hollywaad shall not constitute acceptance of the Influencer Offer by itself.
2.5 By acceptance of the Influencer Offer through Hollywaad the interested party becomes an influencer (“Influencer”) and obtains a registered influencer account in Hollywaad’s system (“Influencer Account”).
2.6 Any Influencer warrants and represents that
(i) any statements made in connection with the registration and/or Influencer Offer are complete and correct,
(ii) it shall share the Campaigns and their content in compliance with the Agreement and all applicable laws, including any laws regarding the transmission of technical data and personal data,
(iii) it shall inform Hollywaad promptly in writing (email suffices) of any change concerning (i),
(iv) it shall refrain from sharing the Campaigns and their content in a context which could be detrimental to Hollywaad and/or its reputation and
(v) it shall not interfere or attempt to interfere in any way whatsoever with the Campaign Platform.
(vi) its Influencer Account and/or Influencer Website(s) and/or Influencer Social Media Account(s) shall not contain unlawful, defamatory, libelous, harassing, abusive, fraudulent or obscene content, or contain links to content of such kind or contain or link to unsolicited bulk (e)mail or offers with hidden costs,
(vii) it shall not use any illegal means or measures whatsoever to promote and/or advertise the Influencer Account and/or Influencer Website(s) and/or Influencer Social Media Account(s).
2.7 The Influencer acknowledges that by concluding the Agreement, it grants Hollywaad the revocable right to state the Influencer as a reference for Hollywaad’s services in Hollywaad’s marketing material and on Hollywaad’s website(s). Revocation of this right requires the written form. Hollywaad shall make the appropriate changes due to the revocation without undue delay to the extent commercially reasonable.
2.8 The Influencer acknowledges that Hollywaad will provide third-party Campaigns and their content using the Campaign Platform for display on the Influencer Website pursuant to the Agreement.
2.9 Hollywaad reserves the right, but shall have no obligation, to review the Influencer activities in connection with Campaigns, in particular in order to determine whether a violation of the Agreement has occurred and/or to comply with any applicable law, regulation, administrative or governmental request.
Hollywaad shall take commercially reasonable measures to safeguard its systems against computer viruses, worms, trojan horses, ransomware, spyware, adware, scareware, and other malicious programs (“Malware”). The Influencer, however, acknowledges that Malware cannot be entirely prevented. It is the Influencer’s own responsibility to safeguard all his data stored on its systems against unauthorized access and data loss.
4.1 Hollywaad receives from the Marketer as consideration for its services certain valuable items, as agreed upon between the Marketer and Hollywaad in the registration process, which are related to the content of the respective Campaign of the Marketer and which Hollywaad shall pass without undue delay on to the most successful Influencers (“Consideration”).
4.2 The success of an Influencer is based on the viral impact the Influencer has reached during the specific duration of the Campaign in which it is allowed to be shared through the Influencer Account, as in each case determined by Hollywaad by suitable means in good faith in its sole discretion.
5. Campaign Content
The Influencer acknowledges that Hollywaad is under no obligation towards the Marketer or the Influencer to review and/or control all Campaigns and their content and the respective links.
6. Limitations on Use; Modifications
6.1 Hollywaad offers the Influencer use of its Campaign Platform via the internet subject to certain limitations set forth below. The Campaign Platform is provided by Hollywaad on an “AS IS” and “AS AVAILABLE” basis, unless otherwise agreed between the parties in writing.
6.2 Hollywaad shall have the right to modify the Campaign Platform without prior notice. Accordingly, the Influencer solely is granted a right of use of the Campaign Platform as modified from time to time.
6.3 Hollywaad shall have the right to cease operation of the Campaign Platform at any given time, without cause or prior notice, unless otherwise agreed between the parties in writing. Hollywaad excludes all warranties, terms and conditions implied by statute or law, to the fullest extent allowed by law including, but not limited to, any warranty or condition of quality or fitness for a particular purpose.
6.4 The Influencer acknowledges that Hollywaad shall only use commercially reasonable efforts to and maintain availability of the Campaign Platform.
7.1 Unless otherwise agreed between the parties in writing, the Agreement is concluded for an unlimited period of time.
7.2 The Agreement can be terminated by either party any time without giving reason with immediate effect, unless otherwise agreed upon between the parties in writing. Termination in any case requires written form (email suffices) .
7.3 Besides receiving Consideration to which the Influencer is entitled to under the Agreement, the Influencer shall not have any other claims against Hollywaad, unless otherwise provided in the Agreement or agreed between the parties in ti ng.
7.4 Unless the Influencer has received prior written approval (email suffices) of Hollywaad, the Influencer must stop sharing Campaigns and/or its contents after the termination has become effective. The Influencer is not eligible for any Consideration after the termination has become effective.
8.1 Each party shall defend, indemnify and hold the other party, its officers, employees, and agents harmless from and against any and all liability, loss, expense (including reasonable attorneys’ fees), arising out of or in connection with any third party claims resulting from the breach of the warranties made by such party in the Agreement.
8.2 The indemnifying party shall have the right, but not the obligation, to assume at its own expense the defense and control of any matter for which the indemnifying party is required under this section or by law to indemnify the indemnified party. The indemnified party agrees to cooperate with the indemnifying party’s defense of such claims to a reasonable extent.
9. Limitation of Liability
9.1 Hollywaad shall only assume unlimited liability for damages or losses resulting from a breach of warranty or from injury to life, body or health. The same shall apply in case of intent and gross negligence. In cases of simple negligence Hollywaad shall only be liable if material obligations have been breached which arise from the nature of the contract and are of particular importance for achieving the objective of the contract. In the event of violation of such obligations, default and impossibility, the liability of Hollywaad shall be limited to such damages which are typically incurred in connection with the Agreement.
9.2 Hollywaad makes no warranties, expressed or implied, including any warranties of merchantability or fitness for a particular purpose. All such warranties are disclaimed.
9.3 In no event shall Hollywaad be liable to Influencer (or any affiliate or related party of Influencer) for any special, incidental or consequential damages, including but not limited to lost revenues, data loss, installation costs, profits or goodwill arising from any breach of this Agreement by Hollywaad.
9.4 Any mandatory statutory liability, in particular but not limited to product liability shall remain unaffected.
10. Data Protection
10.1 For the purpose of acting as Influencer it is necessary that you allow us to process certain categories of your personal data. By accepting these terms and conditions you also approve that we may process your personal data as described herein.
10.2 We will store the following categories of personal data:
• Email address,
• Social media profile,
• Campaign activity,
• PayPal account details,
• (COMPLETE) the above if sufficient
10.3 We use such data for the purpose of:
• Choosing matching Campaigns for you,
• Sending you Campaign invitations via email,
• Monitoring of Campaign activities in your social media profile,
• Analysis of Campaign activity,
• Statistics including Campaign tracking and reporting,
• Market research,
• Fulfillment of Influencer payment,
• (COMPLETE) the above is sufficient
10.4 We will further use your name and email address to send you marketing material about Hollywaad and its services and products only insofar as they are comparable to the products or services you have already subscribed to. If you do not wish to be contacted for this purpose please send your opt-out to (firstname.lastname@example.org).
10.5 You hereby allow us to share your user data (i.e. name, email address, social media profile) with Marketers whose campaign you have accepted to participate in. Marketers may use your user data for the same purposes as Hollywaad. You may change or revoke your decisions about data processing by contacting us (email@example.com).
10.6 We will not collect any personal data from your social media profile. Any data we collect from such profiles will be statistical and will not allow for the identification of an individual person.
11. Login Data
11.1 For the accountability of any Campaign it is crucial that you protect your Hollywaad login data (username & password) and keep it strictly confidential. If you know or have reason to believe that your Login data has become known to a third person without authorization you are obliged to inform us immediately in order for us to be able to suspend the login function with your credentials if we deem that necessary.
11.2 When you inform us about a potential unauthorized revelation of your login data we may, in our sole discretion, block your account without prior notice. If we do so, we will issue new login data at your request for you to continue your participation.
11.3 In the event that an unauthorized person had control over your Hollywaad account at your fault you are liable for any malicious actions such person conducted using your account.
12. Changes to Influencer T&Cs
12.1 The Influencer acknowledges that Hollywaad is entitled to make changes in good faith to these Influencer T&Cs at any given time in the future, if such changes become necessary, in particular but not limited to reflecting modifications of the Campaign Platform or the applicable legal respectively regulatory framework.
12.2 The Influencer shall be notified by Hollywaad of changes to the Influencer T&Cs via the Campaign Platform and via email. Upon such notification, the Influencer shall have the right to object to the changes to the Influencer T&Cs within 10 days.
12.3 If the Influencer does not object to the changes to the Influencer T&Cs in aforementioned time period, the changes to the Influencer T&Cs become binding.
12.4 If the Influencer objects to the changes in time, each party may terminate the Agreement in writing (email suffices). The Influencer shall not have any other claims against Hollywaad.
13.1 Subject to the limitations set forth in 13.3, all information disclosed between the parties shall be confidentially handled. Proprietary Information, irrespective of its form and medium in which it is contained, within the meaning of the Agreement shall be regarded in particular: products, know-how, business secrets, business relationships, business strategies, business plans, financial planning, statistics, personnel matters.
13.2 The parties undertake and represent to each other:
a) to handle Proprietary Information confidentially and with due care;
b) to use Proprietary Information only for the contractually provided purpose;
c) to reproduce Proprietary Information only to the extent necessary and to pursue the purposes set forth in the Agreement.
13.3 As Proprietary Information within the meaning of 13.1 shall not be regarded such information of which the concerned party having received the information in question can demonstrate:
a) is generally known to the public at the time of disclosure or becomes generally known through no wrongful act on the part of the concerned party;
b) becomes known to the concerned party through a disclosure by sources other than the other party or of one of its affiliates having no duty of confidentiality to the other party, whether direct or indirect, with all respect to such information and having the legal right to disclose such information;
c) that the Proprietary Information has been independently gained and without infringing of a duty of confidentiality.
13.4 Each contractual party may disclose Proprietary Information if said party is required to such disclosure according to applicable laws or governmental regulations, provided that the party has submitted prior written notice of such disclosure to the other party and takes reasonable and lawful actions to avoid and/or minimize the extent of the disclosure.
13.5 Each party shall make available the Proprietary Information to its employees or consultants only to the extent that this complies with the contractual purpose of the Agreement. Moreover, none of the contractual parties shall exploit or otherwise economically use the other party’s Proprietary Information on its own behalf.
13.6 It is agreed that no party shall acquire the ownership of or any other right to use Proprietary Information of the other party by virtue of this agreement or by implied conduct.
14.1 No delay on the part of Hollywaad in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by Hollywaad of any right or remedy shall preclude such party from any further exercise of the right or remedy, or the exercise of any other right or remedy.
14.2 Hollywaad’s shall be entitled to assign any rights and obligations under the Agreement in connection with a merger, acquisition or sale of all or substantially all of Hollywaad’s assets.
14.3 The Influencer shall not be entitled to assign or transfer the Agreement or any or all of its rights thereunder without the prior written consent of Hollywaad.
14.4 The captions in these Influencer T&Cs are for convenience only and do not affect the interpretation of these Influencer T&Cs.
14.5 If any provision of these Influencer T&Cs should be or become wholly or partially void , ineffective or unenforceable, the validity, effectiveness and enforceability of the other provisions of these Influencer T&Cs and/or the Agreement shall not be affected thereby. Any such void, ineffective or unenforceable provision shall be deemed replaced by such valid, effective and enforceable provision as comes closest to the economic intent and purpose of the void, ineffective or unenforceable provision. The aforesaid shall apply mutatis mutandis to any gap in these terms and conditions.
14.6 Amendments or variations of these Influencer T&Cs, including this provision, between Hollywaad and the Influencer must be incorporated in writing.
14.7 The legal relationship between the Hollywaad and Influencer shall be governed by and construed in accordance with the laws of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The courts of Siegburg, Germany, shall have exclusive jurisdiction.
14.8 The English version of these Influencer T&Cs shall be decisive.
Siegburg, 14 November 2014
Hollywaad GmbH • Alfred Keller Str. 55 • 53721 Siegburg • Germany • www.Hollywaad.com
Amtsgericht Siegburg: HRB 12873 •
Managing Directors: Georg Keller, Arthur de Cuniac