TERMS AND CONDITIONS FOR INFLUENCERS
The following Terms and Conditions for Influencers (hereinafter, the "T&C") are the rules under which are governed all (hereinafter, the “Services”) provided to any users of the platform as an Influencer (hereinafter “You” or the “Influencer”) by Zorka Mobi Ltd., a company incorporated in Limassol, Cyprus with its registered office at: Arch. Makariou III, 155, PROTEAS HOUSE, 2nd floor, Flat/Office 202, 3026, Limassol, Cyprus (hereinafter, "Zorka Mobi" or “We”), through the website https://www.bloggerhood.net/ (hereinafter, the "Platform").
If You need to contact us in relations to the "T&C" please email us to: support@bloggerhood.net.
THESE T&C AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE T&C, DO NOT ACCESS OR USE THE PLATFORM.
DEFINITIONS AND TERMS used in this T&C:
Advertiser” means any third party who uses the Platform for enabling advertising campaigns for promoting their products or services.
Advertiser’s Intellectual Property” means any trade marks, advertising content, images, text, video, music, data or other material provided by or on behalf of an Advertiser to Zorka Mobi and/ or Influencer.
Content” - the production of a video and/or other audiovisual content, social media post(-s) and/or any other content and/or any other finished and/or delivered product of the Influencer which aims to promote the Advertiser’s products and/or services and which is to be uploaded on to the Influencer’s social media and/or entertainment platform.
Content Production” is creation, production and placing of the Content according to the editorial and creative guidelines described in the relevant SOW, Offer.
CPA” means a cost per relevant action.
CPI” (“cost per install”) – is herein defined as cost per install, a specific kind of deliverable which is achieved by as recognized by an agreed Tracking system.
CPM” (abbr. from Cost per mille – cost per thousand impressions, Mille - lat. 1000) – is an advertising payment model, in which the price is set per thousand impressions.
Effective Date” is the date You agreed with this T&C.
GDPR” means the European Union General Data Protection Regulation 2016/679.
Influencer’s Account” means the respective account of the Influencer on the Platform.
Influencer’s Profile” is a visual display of personal data associated with the Influencer.
Intellectual Property Rights” means any and all copyright (including rights in computer software and databases), trademarks, service marks, trade dress, brand names, logos, goodwill, trade, business or domain names, design rights, database rights, patents, rights in inventions, know-how, trade secrets and confidential information, rights in databases, moral rights, publicity rights, performance rights, synchronization rights, mechanical rights, publishing, rental, lending and transmission rights and other intellectual property and exploitation rights of a similar or corresponding character which may now or in the future subsist in any part of the world, in all cases whether or not registered or registrable including all granted applications and all applications for registration, division, continuation, reissuance, renewals, extensions, restorations and reversions in respect of any of the same.
Schedule” means a list of planned activities or things to be done showing the times or dates when they are intended to happen or be done according to this T&C or the relevant SOW/Offer.
Net30 Payment Policy” - the payment is due in full 30 calendar days after the Content Production is completed.
Offer/Sow” means a detailed description of an Advertising campaign and Content Production on the Platform, including applicable fees and other payment terms for the promotion of the Advertiser or its Products in accordance with this T&C.
Platform” means the marketing network of Influencers and Advertisers operated by Zorka Mobi to facilitate, amongst other things, affiliate and performance marketing.
Representatives” means, in respect of a Party, the directors, officers, employees, agents and contractors of such Party.
Service” - the services provided by Us on the Platform for participating of Influencers in the Advertiser’s campaigns.
Tracking links” - links are used to report the effectiveness of different marketing activities.
Tracking system” - a system for monitoring of the different marketing activities.
Section 1. General conditions
1.1. Zorka Mobi reserves the right to refuse the use of the Platform to anyone for any reason at any time.
You shall not, without the Our prior written permission, use the Platform for purposes other than the Permitted Use. The “Permitted Use” means participation in Our Services provided under the Platform.
Without limiting the generality of the foregoing, You shall not, and shall not permit anyone else to:
(a) “frame”, “mirror” or otherwise incorporate the Platform or the Platform’s content or any part thereof on any commercial or non-commercial website;
(b) access, monitor, adapt, translate or copy any part of the Platform or the Platform’s content using any robot, spider, scraper or other automated means or any manual process for any purpose without Zorka Mobi’s express written permission;
(c) violate the restrictions in any robot exclusion headers on the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform or the Platform’s content;
(d) take any action that imposes, or may impose, in the Zorka Moby’s discretion, an unreasonable or disproportionately large load on the Platform;
(e) deep-link to any portion of the Platform or the Platform’s content for any purpose;
(f) remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in any Zorka Mobi’s advertising campaigns on the Platform (hereinafter “Campaign”), the Platform;
(g) modify or attempt to modify (or permit anyone else to modify or attempt to modify) the Platform, Platform’s content or any Campaigns, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform or the Campaign;
(h) use the Platform, Platform’s content or any Campaign as part of any service for sharing, lending or multi-person use, or for the purpose of any other institution, except as specifically permitted by the T&C and only in the exact manner specified and enabled by therein;
(i) attempt to, assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Platform, Platform’s content;
(j) copy, take a picture, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform or the Platform’s content;
(k) create derivative works based on the Platform or the Platform’s content, in whole or in part, or to decompile, disassemble, reverse engineer or other exploit any part of the Platform or the Platform’s content;
(l) use of access the Platform in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party; or
(m) upload to or transmit through the Platform any information, images, text, data, media or other content that is offensive, pornographic, hateful, obscene, defamatory or violates any laws or regulations (including but not limited to criminal laws);
(n) post, upload, publish, submit or transmit any Platform’s content that:
(i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
(ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
(iii) is fraudulent, false, misleading or deceptive;
(iv) is defamatory, obscene, pornographic, vulgar or offensive;
(v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
(vi) use any viruses during using the Platform;
(vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or
(viii) promotes illegal or harmful activities or substances.
1.2. Modifications
Zorka Mobi reserves the right to modify this T&C at any time without any prior notification of the Influencer by amending this page. Please check this page from time to time to take notice of any changes, as they are binding. In case of any doubt or conflict, the new T&C will prevail.
Section 2. Representations and Warranties. Indemnity.
2.1. Representations and Warranties
2.1.1. Zorka Mobi’s warranties. Zorka Mobi represents and warrants on an ongoing basis the following:
a) Power and Authority. Zorka Mobi is duly organized, validly existing and in good standing under the laws of its jurisdiction and has the power and authority to enter into the T&C and to fully perform its obligations hereunder.
b) No Conflict. Nothing contained in the T&C or in the performance of the T&C will place Zorka Mobi in breach of any other contract or obligation with any third party or agency.
2.1.2. No Warranties. To the maximum extent permitted by law, Zorka Mobi provides the Service and rights to the Platform “AS IS”. This means that, except as expressly stated in the T&C, We don’t provide warranties, conditions, or undertakings of any kind in relation to the Service, payments either express or implied. This includes, but isn’t limited to, warranties of merchantability and fitness for a particular purpose, which are, to the fullest extent permitted by law, excluded from the T&C. Since Influencers use the Service for a variety of reasons, We can’t guarantee that it’ll meet Your specific needs.
2.1.3. Zorka Mobi is not liable under any other contract or agreement that could tie up full or partial fulfillment of any terms and conditions stated herein, and by entering into the T&C it does not injure any third party valid right and does not pirate any copyright and/or related rights to the Platform.
2.2. Influencer’s warranties. Influencer represents and warrants on an ongoing basis the following:
a) For individuals: Power and Authority. By agreeing to the T&C, you represent that you are at least the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
b) You guarantee that you are not a resident of the country where the access to the Platform, Service or Content Production is prohibited.
c) If you are accessing or using the Platform on behalf of another natural person or a legal entity, You represent and warrant that You have the appropriate authority to bind such person or entity to the current T&C.
d) For legal entities: Power and Authority. The Influencer is duly organized, validly existing and in good standing under the laws of its jurisdiction and has the power and authority to enter into the T&C and to fully perform its obligations hereunder. The T&C has been duly executed by the Influencer’s authorized representative and constitutes its valid, binding obligation.
e) all information supplied by You on the Platform is true, accurate, current and complete.
We have the right at any time to refuse, terminate, suspend Your access to the Platform in case of detecting, including but not limited, that any provided information is not true, accurate, incomplete or such information violates this T&C, the rights of the third parties.
f) No Conflict. Nothing contained in this T&C or in the performance of this T&C will place You in breach of any other contract or obligation with any third party or agency.
g) Intellectual Property.
(i) The Content will be an own and original work and no part of it been copied wholly or substantially from any other unauthorized third-party source nor it contains any illegal, defamatory, racist, offensive or inappropriate content nor any hidden type of the Content;
(ii) when applicable, the Content will be free from any viruses, critical programming bugs, or errors, Trojan Horses, harmful code or malware, or backdoors or other access methods, or defects in material and workmanship;
(iii) neither the Content, any of their elements, nor their exploitation infringe Intellectual Property Rights of a third party or violate any laws, rules or regulations;
(iv) the Influencer fully owns and has authority to assign (provide rights to use) the Intellectual Property Rights to Zorka Mobi;
(v) the Influencer has not assigned or licensed any of the Intellectual Property Rights to the Content to any third party in any part of the world and is not aware of any use by any third party of any of the Content and Intellectual Property Rights in them;
(vi) the Content are free from any security interest, option, mortgage, charge or lien.
h) Compliance. The Influencer guarantees that it complies and shall comply at all times with any applicable laws, rules and regulations, including those related to use and processing of data (including personal data), governing anti-bribery and corruption.
i) You guarantee that You are a true owner of the YouTube channel/Instagram account the link to which You provide on the Platform.
j) COPPA. The Influencer represents and warrants that the Influencer will not realise or allow to use any Content which violates the Children’s Online Privacy Protection Act (“COPPA”), including without limitation, in connection with:
(i) placing behaviorally kid targeted ads;
(ii) creating profiles of users and visitors of Kid Sites; or
(iii) collecting personal information (as defined by COPPA) of users or visitors of Kid Sites.
h) The Influencer represents and warrants that all Influencer’s activity on the Platform shall comply with state and federal laws and regulation including but not limited to the CAN-SPAM Act of 2003.
2.3. Indemnity
2.3.1. You agree to indemnify and hold Us harmless from any losses, including legal fees and expenses that directly or indirectly result from any claims You make that aren’t allowed under the T&C due to a “Limitation of Liability” or other provision. (Indemnity is an agreement to compensate someone for a loss.) You also agree to indemnify and hold Us harmless from any losses, including legal fees and expenses, that directly or indirectly result from:
(i) Your Content,
(ii) Your use of the Service,
(iii) Your violation of any laws or regulations,
(iv) third-party claims that You or someone using your password did something that, if true, would violate any of these T&C,
(v) any misrepresentations made by You, or
(vi) a breach of any representations or warranties You’ve made to Us.
2.3.2. The Influencer shall on demand and in full indemnify and defend Zorka Mobi, its affiliates, and their officers, directors, employees from and against any and all losses, liabilities, claims and causes of action, including attorneys’ fees, whatsoever arising out of or in connection with the Influencer’s breach of any Influencer’s obligations, representations, warranties under this T&C and the relevant SOW, Offer.
Section 3 Use of the Platform by Influencers
3.1. User Profile
By registering for an Account, you must complete a User profile (“Profile”), which you hereby consent for it to be shown to other Users and the public who might be visiting the site.You agree to provide Us with true, accurate, and complete information on your Profile and all registration and other forms you need to fill in and complete on the Platform and also to provide Us with any and all updated information necessary to maintain the truthfulness, accuracy, and completeness of your Profile. You hereby represent and guarantee that you shall not provide any information about yourself which might be incorrect, false or misleading.
You are allowed to register for more than one Account with different YouTube Channels and Instagram accounts.
3.2. Account of Influencer
3.2.1. Account of Influencer is available for:
  • Accepting offers;
  • Placing a price list for Influencers’ Content Production;
  • Finding Advertising campaign using the Platform search;
  • Contacting our Managers;
  • Making a Deal with Zorka Mobi;
  • Performing any other functions allowed by the Platform.
3.2.2. Influencer account holders, hereby agree and undertake to comply with the following:
  • Not to post any information, data or links (both own or belonging to third parties), which can adversely affect and rights and/or interests of any party, including third parties;
  • Make a preliminary assessment on the legality of any information, data or links prior to posting;
  • Refrain from the dissemination of any information which is false, inaccurate and which is capable of harm in gand/or damaging the good reputation other Influencers,Us and any other third parties.
Should we become aware of such dissemination, Influencer account holders, hereby undertake upon our request, to remove such information and take all necessary steps to refute it.
3.2.3. The Influencer account holder, hereby agrees and undertakes to comply with the following:
  • Not to come into contact with any Advertiser outside our Platform;
  • Shall never delete the Content from His YouTube channel and / or Instagram account, except Instagram stories (the Content shall be deleted immediately only at the request of Zorka Mobi);
  • Not to misrepresent any subject-matter or His relationship with any other persons and/or organizations;
  • Not to carry out any illegal collection and/or processing of any personal and proprietary data of any person;
  • Place on the Platform any information which in our opinion is infringing on the best interests of our Influencers, Ourselves or which at our discretion should not be posted;
  • Produce and upload any Content which will violate the guidelines of the Platform and which might lead to a Strike;
3.2.4. Influencers profiles have the following restrictions:
3.3. Verification of Identity
After You registered an Account and from time to time thereafter, your Account may be subject to verification. During the verification process, you may be asked to provide legal and other documentary evidence documents as proof of your legal status or identity.
You hereby authorize Zorka Mobi to either directly or through third parties, make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law.
If we request any information, you are obligated to provide us with such information. In case where you ignore such a request, We can immediately terminate your access to our Platform and revoke your ability to use the Platform.
3.4. Usernames and passwords
During the process of registering an account with Zorka Mobi, you will be prompted to choose a username and password for that Account.
You are solely responsible for safeguarding and maintaining the confidentiality of your Account username and password. It is assumed that any person using the Platform with your username and password, either is you or is authorized to act on your behalf. You hereby agree to notify Zorka Mobi immediately if you suspect or become aware of any unauthorized use of your Account.
3.5. You and You alone are solely responsible for maintaining the confidentiality of Your password and information associated with Your account that You desire to remain confidential. You also agree that You are responsible for any and all activities that may take place, or occur under Your password and account. You further agree to notify Zorka Mobi in the event Your password or account has been used without the proper authorization or there are other breaches of security of which You become aware. Zorka Mobi will not be responsible or liable for any loss or damage incurred, or later arising from Your failure to comply with this section. Zorka Mobi prohibits the sale or transfer of control of any Influencer’s account by the registered account holder to any other individual or party.
Section 4. Rights and obligations of the Parties
4.1. Rights and Obligations of Zorka Mobi.
4.1.1. We may view, copy, and internally distribute Content from Your account and Profile to create algorithms and programs that help us spot problem Accounts, Profiles and improve the Service. We use these tools to find members who violate these T&C or laws and to study data internally to make the Service smarter and create better experiences for You and their contacts.
4.1.2. We have two runs to ask for making amends in the Content (under amends we mean both minor corrections in the video and re-recording of the scenes that do not meet the requirements of the Offer/SOW). If after two runs the attempts to remedy the problem have failed, Influencer's Content Production shall be deemed not rendered and Zorka Mobi will terminate the T&C and/or a relevant SOW and an Offer.
4.1.3. Zorka Mobi is entitled to refuse the Influencer’s participation in the Advertising campaign in case of late applying for the Services providing.
4.1.4. Zorka Mobi is entitled in its sole discretion to cancel the Offer, the Influencer’s Account at any time and for any reason.
4.1.5. Zorka Mobi is entitled in its sole discretion to reject the fraudulent traffic according Our internal Tracking system.
Under this T&C fraudulent traffic is, including but not limited, non-human generated traffic, Bot and Malware traffic, traffic that has Adult content, Offensive Language, Illegal Drugs, Alcohol and Hate Speech, traffic which contains or links to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age).
Zorka Mobi reserves the right to evaluate any suspicious activity and not pay for this.
4.2. Rights and Obligations of the Influencer.
4.2.1. You are exclusively liable and responsible
(i) for your actions and;
(ii) for any information expressed in written, graphic, or other tangible, perceptible form, including without limitation information, data, files, text, or any other information, applications, links, images, graphics, drawings, music, sounds, audio clips, video images, video clips, photos, data, text, usernames, profiles, and also;
(iii) for any other Content You create, send, upload, submit, post or display to Your Profile, on or via the Platform, or send, upload, submit, post or display in relation to the use of the Service and the Platform.
4.2.2. By agreeing to the T&C, You promise to follow these rules:
(i) You won’t send spam to Influencers/advertisers;
(ii) All Content shall clearly and conspicuously disclose any relationship between You and Zorka Mobi in compliance with the FTC Guidelines on endorsements and as reasonably directed by Zorka Mobi or You.
(iii) You shall immediately inform Us about shutdowns Content on the Account(s) and (or) Channel(s) upon third parties initiative.
(iv) You will ensure the satisfactory posting of the Content, subject to any review and acceptance procedures, as described in this T&C or in the relevant SOW or Offer. The period for the Content Production may be changed upon mutual agreement of the Parties.
4.2.3. Zorka Mobi doesn’t allow accounts that promote or incite harm toward others or that promote discriminatory, hateful, or harassing Content. To this end, We may suspend or terminate Your Account if You send the Content that We determine, in our sole discretion, contains either of the following:
(i) any statement, photograph, advertisement, or other Content that in our sole judgment could be reasonably perceived to threaten, advocate, or incite physical harm to or violence against others;
(ii) any statement, image, photograph, advertisement, or other Content that in our sole judgment could be reasonably perceived to harm, threaten, promote the harassment of, promote the intimidation of, promote the abuse of, or promote discrimination against others based solely on race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, disease, or immigration status.
4.2.4. We also may suspend or terminate Your Account if We determine, in our sole discretion, that you are either:
(i) an organization that has publicly stated or acknowledged that its goals, objectives, positions, or founding tenets include statements or principles that could be reasonably perceived to advocate, encourage, or sponsor Hateful Content or a Threat of Physical Harm;
(ii) a person that has publicly made a comment or statement, or otherwise publicly made known a position, including by membership in an organization as discussed above, that could be reasonably perceived as Hateful Content or A Threat of Physical Harm; or
(iii) a person or organization that has acted in such a way as could be reasonably perceived to support, condone, encourage, or represent Hateful Content or A Threat of Physical Harm.
If You violate any of these rules, then We may suspend or terminate Your Account and withhold payment for the Content Production.
4.2.5. You represent and warrant that You either own or have permission to use all of the material, content, data, and information (including your personal information and the personal information of others) You submit to Zorka Mobi in the course of using the Service. You retain ownership of the Content that You upload on the relevant social media platform. We may use or disclose Your Content (including any personal information therein) only as described in these T&C, Our Privacy Policy (https://www.bloggerhood.net/privacy).
4.2.6. The Influencer is obliged to perform all of the Services as described in strict accordance with this T&C and the relevant SOW, Offer and in accordance with the following general principles:
  1. Content Production: Zorka Mobi will engage the Influencer is for His YouTube Channel or Instagram account to create and produce the Content according to the editorial and creative guidelines described in the relevant SOW, Offer, however Zorka Mobi will retain final editorial control over the Content.
  2. Disclosure Requirements: All Content made during the Services will clearly and conspicuously disclose any relationship between the Influencer and Zorka Mobi in compliance with the FTC Guidelines on endorsements and as reasonably directed by Zorka Mobi or the Influencer.
  3. Schedule: The video with the Content should be prepared by the Influencer and sent via Platform for approval for 3 days before the release date if otherwise stipulated in the SOW and/or Offer. The timing of the delivery Schedule may be subject to change based on mutual agreement of the Parties.
  4. The Influencer have to adhere strictly to deadlines stipulated in the relevant SOW, Offer.
  5. The Influencer should not use, give links and recommendations in the video on other brands, goods, etc., using only advertising of a particular brand, described in the relevant SOW, Offer.
  6. The Influencer's task is also to bring to the general information through video the information about the advertising campaign specified in the relevant SOW, Offer.
  7. The Content and the Tracking Links, except Instagram stories, created by the Influencer should never be deleted from his YouTube Channel or Instagram account.
  8. The Links should be placed at the very top of the description of the Video with the Content on the Influencer’s YouTube Channel or the Post on the Instagram account and before any other text.
  9. Zorka Mobi provides with the Tracking Links after the approving of the draft video via the Platform. The Tracking Links shall be used only once and shall not be placed under the videos which do not contain Zorka Mobi’s advertising. The traffic received with the wrong placing of the Tracking Links will be not paid by Zorka Mobi.
  10. Quality of the Content Production: the Influencer shall perform services in strict accordance with the T&C and the relevant SOW, Offer in a diligent, timely, and professional manner in accordance with the level of care customarily observed by skilled professionals in this discipline. During the term of this T&C and in the course of supplying the services, the Influencer shall not use profanities, explicit or offensive terms, be disrespectful to any group, commit any criminal act or be involved in any activities that could be deemed to endanger the public.
  11. Clearances: Except with respect to third party materials provided by Zorka Mobi, or as otherwise described in the relevant SOW, Offer, the Influencer will be responsible for clearing any third party`s rights (including intellectual property rights) or materials that are used or incorporated into the Content.
4.2.7. Liability for breach of the terms of T&C and/or the relevant SOW, Offer (Failure of terms, deadlines): When this T&C becomes effective, the Influencer shall perform the obligations specified in this T&C and the relevant SOW, Offer. If the Influencer failed to wholly or partly perform its obligations specified herein or violates its representations, warranties and commitments made hereunder shall undertake relevant liabilities for breach of this T&C and the relevant SOW, Offer and return or withhold all Payment made by Zorka Mobi to the Influencer.
4.2.8. If the Influencer fails to comply with the provisions of the Section 4 of the T&C, the Influencer shall compensate Client for damages incurred in relation to such failure in the form of actual damages.
4.2.9. In case of delay and / or violation of the T&C, SOW, Offer the Influencer shall pay penalty to Zorka Mobi at the rate of 0.2% (zero and point one percent) of the payment according in the relevant SOW, Offer for each day of the delay and / or violation.
Section 5. Payment
5.1. In consideration of the fulfilment of Influencer’s obligations under the T&C, payments for the Content Production shall be paid by Zorka Mobi in accordance with the T&C, the relevant SOW, Offer.
5.2. Zorka Mobi settled Net30 payment policy. Zorka Mobi will make payments within 30 days from the date of the completion of the Content Production, or as otherwise stated in a payment schedule set forth on the relevant SOW, Offer.
5.3. The Influencer undertakes to work exclusively with CPM/CPA/CPI, which determined in the relevant SOW, Offer.
5.4. Each Party shall be individually responsible for paying taxes levied on it under applicable laws.
5.5. Zorka Mobi shall not be responsible for any medical insurance, personal expenses or similar payments of the Influencer or its staff.
5.6. Payment can be made to a bank account, bank card, e-wallet or other means specified in Influencer’s Profile. The Influencer is solely responsible for the correct details specified in His Profile. Payment for such details is considered the proper fulfillment of Zorka Mobi’s obligations to pay under this T&C.
5.7. Payments for the Content Production is made strictly on the money account of the Influencer, legally owned by Him, indicating the reason for the payment: for advertising.
5.8. If Influencer failed to wholly or partly perform its obligations specified in the T&C and the Offer or violates its representations, warranties and commitments, deadlines made hereunder shall undertake relevant liabilities for breach of the T&C and under the Zorka Mobi’s sole discretion return or withhold all payments made by Zorka Mobi to Influencer or repeat the Content Production free of charge in the following month (the same promo can be used).
5.9. If the account or сhannel has scored fewer views than the average viewer, the Influencer only receives payment for the total number of views. If You received an advance payment for the Content Production more than the total cost of views, then You shall return the amount of such a difference Zorka Mobi.
Section 6. Intellectual Property
6.1. Proprietary Rights Owned by Zorka Mobi and Advertiser.
6.1.1. We own all proprietary rights in the Service and the Platform, including, but not limited to, patents, trademarks, service marks, trade secrets, copyrights, and other intellectual property rights. You will respect our proprietary rights in the Service and the Platform, and you may only use our Platform according to our T&C.
6.1.2. Zorka Mobi provides to You with a limited, non-exclusive, worldwide, non-transferable, personal and non-assignable permission to use the Platform, advertiser’s materials during the term of providing the Services. You do not reserve the rights to sublicense the rights granted to third parties, nor to exploit them by himself.
6.1.3. Zorka Mobi hereby grants the Influencers herein a limited, non-exclusive, worldwide, non-transferable, personal and non-assignable, royalty-free, perpetual electronic license to publish, distribute and otherwise use the Intellectual Property (advertising materials, advertiser’s name, logo or other Zorka Mobi’s or advertisers’ Intellectual Property) in connection with and/or as part of the Content Production during the term of providing the Services.
6.1.4. Nothing contained in this T&C shall be construed as an assignment or grant to the Influencer of any ownership right in or to Zorka Mobi’s or Our advertisers’ Intellectual Property Rights, or any other right, title or interest in or of Zorka Mobi`s or Our advertisers’ Intellectual Property.
6.1.5. Any using of the Intellectual Property provided by Zorka Mobi or its advertisers shall be strictly approved by Zorka Mobi by additional written agreement which shall be approved separately. The Influencer shall not use Intellectual Property created by Zorka Mobi and Advertisers after the stopping of providing Services, cancelling the SOW or termination of this T&C.
6.2. Proprietary Rights and Licenses granted by the Influencer.
6.2.1. The Influencer hereby grant to Zorka Mobi and its advertisers, an exclusive, royalty-free, worldwide, transferable, sublicensable, right and license to publicly display and distribute the Content via Internet, including Influencer’s name, likeness, images from published Content, authorized biography provided by the Influencer, voice/sound from the Content videos, or photographs from the Content, solely in connection with the marketing and promotion of the Content and Brand, its products and services without attribution to the Influencer when publishing for a period of one (1) year from the Influencer’s publication of the Content, and may remain archived in perpetuity. Zorka Mobi and its advertisers have the right to modify created Content.
6.2.2. All uses of Zorka Mobi’s or Our advertisers’ Intellectual Property shall be inured to the benefit of the Client (or the owner of the advertised product).
Section 7. Confidentiality
7.1. “Confidential information” means any information which relates to Zorka Mobi (or Our advertisers) and/or any of its group companies’ business that is disclosed or made available (directly or indirectly) by Zorka Mobi to the Influencer, whether in oral, visual or written form (including graphic material), whether before, on or after the accepted date of this T&C. Confidential Information includes but is not limited to:
(a) to the extent applicable: proprietary information, technical data, know-how, formulae, engineering processes, strategies, photographs, technology, technical literature, research, product plans, products, services, equipment, customers, markets, source and/or object code, software, inventions, discoveries, ideas, processes, designs, drawings, specifications, product configuration information, pricing, marketing and finance documents, prototypes, samples, data sets, photographs, audio, audiovisual, graphics, text, manuals and other written materials, gameplay, mechanics, look and feel, user interface, logo, name, plot, setting and characters and equipment or other materials including information which is attributable to, or the existence of which is derived from, the Purpose; and
(b) the existence and terms of this T&C, SOW, Offer; and
(c) information otherwise reasonably expected to be treated in a confidential manner under the circumstances of disclosure under this T&C, SOW, Offer or by the nature of the information itself.
7.2. Influencer shall not, except as required by law, will disclose the terms of this T&C, SOW, Offer to any third party, or issue any public announcement regarding the terms of T&C, SOW, Offer, without the other party’s prior written agreement via the Platform. Influencer shall not disclose to any third parties, excluding each Party’s respective attorneys, agents and representatives, all information disclosed by one Party to the other under this T&C, SOW, Offer, and shall protect such information applying the same degree of care used by the Parties to protect their own confidential information.
7.3. However, either Party may disclose the other party’s confidential information to the extent required by applicable law, but only after five (5) days prior written notification to the other party of such required disclosure.
7.4. Each Party (hereinafter the “Receiving Party”) agrees to keep all Confidential Information received from the other Party (hereinafter the “Disclosing Party”) in whatever form as strictly confidential and must not disclose it to third parties without the prior written consent of the Disclosing Party received via the Platform. Confidential Information shall not be used by the Receiving Party for any purpose other than in connection with the purposes of these T&C, SOW, Offer. For the avoidance of doubt: Zorka Mobi may disclose Confidential Information to Our advertisers and Our affiliates to the extent reasonably necessary to provide the Influencer services.
7.5. The foregoing obligations do not apply to any Confidential Information which:
(i) is in the public domain at the time of disclosure or later becomes part of the public domain through no fault of the Receiving Party;
(ii) was known to the Receiving Party prior to disclosure by the Disclosing Party as proven by the contemporaneous written records of the Receiving Party;
(iii) is disclosed to the Receiving Party by a third party who did not obtain such Confidential Information, directly or indirectly, from the Disclosing Party subject to any confidentiality obligation;
(iv) is at any time independently developed by the Receiving Party as proven by its contemporaneous written records;
(v) is expressly authorized in writing by the Disclosing Party; or
(vi) is required by law, court order or a governmental agency to be disclosed (in which case the Receiving Party will give the Disclosing Party as much notice thereof as reasonably practicable and which will be done subject to confidentiality protection to the extent reasonably available).
7.6. Confidential Information is deemed to be the property of the Disclosing Party, and the Receiving Party will, upon receipt of a written request from the Disclosing Party, return all Confidential Information received in tangible form to the Disclosing Party or destroy all such Confidential Information and all copies thereof or documents containing Confidential Information, unless required otherwise by applicable law. The preceding sentence shall not apply to the extent the Receiving Party requires the Confidential Information for fulfilment of the T&C and/or a relevant SOW, Offer.
7.7. Each Party agrees to limit access to Confidential Information to those of its employees, representatives, contractors or advisors to whom such access is reasonably necessary or appropriate for the proper performance of obligations.
7.8. YOU AGREE THAT WHEN REQUESTING AND RECEIVING TECHNICAL SUPPORT FROM THE PLATFORM, YOU WILL NOT PROVIDE ZORKA MOBI WITH ANY INFORMATION, THAT IS CONFIDENTIAL TO YOU OR ANY THIRD PARTY. YOU AGREE THAT ANY NOTICE, LEGEND, OR LABEL TO THE CONTRARY CONTAINED IN ANY SUCH MATERIALS PROVIDED BY YOU TO ZORKA MOBI SHALL BE WITHOUT EFFECT. ZORKA MOBI SHALL BE FREE TO USE ALL SUCH INFORMATION IT RECEIVES FROM YOU IN ANY MANNER IT DEEMS APPROPRIATE, SUBJECT TO ANY APPLICABLE PATENTS OR COPYRIGHTS.
7.9. Liability to keep the Confidential Information secret comes into force from the time of the first transfer (disclosure) of such information to the Receiving Party and remains in force for 5 (five) years after the expiration or termination of the T&C and/or a relevant SOW, Offer for any reason.
7.10. Zorka Mobi is entitled to disclose information about the fact of contractual relations between the Influencer and Zorka Mobi for advertising and marketing purposes.
7.11. Any disclosure of the Confidential Information in violation of the terms of T&C and/or a relevant SOW, Offer by the Influencer shall entail liability in the form of a penalty in the amount of 5,000 (five thousand) US dollars.
7.12. The Influencer is obliged not to come into contact with any Zorka Mobi’s advertiser outside Our Platform. In case of violation, the Influencer shall entail liability in the form of the fine in the amount of 5,000 (five thousand) US dollars per for each fact of such breach (each direct offer for providing services to the Zorka Mobi’s advertiser) and hold the payment for such breaches. The Influencer acknowledges and agrees, that, Zorka Mobi will sustain irreparable harm and will be entitled to obtain an injunction to stop any breach or threatened breach of this T&C and recover all incurred damages included lost profit.
7.13. Privacy Policy. Your privacy is important to Us. Please read our Privacy Policy (https://www.bloggerhood.net/privacy) for information regarding how We collect, Use, and disclose Your Content and personal information and protect Your privacy when You use the Service.
Section 8. Term of the T&C, Termination and Breach of the T&C.
8.1. Suspension of Services and Immediate Termination of the T&C
8.1.1. You shall not use our Platform for any illegal or unauthorized purpose nor shall You, in the use of the Service, violate any laws in Your jurisdiction (including but not limited to copyright laws and laws of the third party rights).
8.1.2. A breach or violation of any of the T&C will result in an immediate termination of Our Services and cancelling Your Account.
8.2. Term and Termination.
8.2.1. Zorka Mobi may terminate or suspend You as a registered Influencer at any time in Zorka Mobi’s sole discretion. If Zorka Mobi terminates you as a registered Influencer, Zorka Mobi reserves the right to deny your reapplication at any time in Zorka Mobi’s sole discretion.
8.2.1. You may terminate Your participation as a registered Influencer at any time, for any reason, by notifying Zorka Mobi in writing of Your intent to do so. Upon any termination or, at Zorka Mobi’s discretion, suspension, all rights and licenses granted to You by Zorka Mobi will cease, including Your right to access the Platform, and You agree to destroy any and all Zorka Mobi Confidential Information that is in Your possession or control.
In case of termination of Your participation in providing Services for the cause not related to the violation of this T&C, the SOW and the Offer Zorka Mobi will pay You for the factual Content Production before the date of termination.
No refund or partial refund of any fees paid hereunder or any other fees will be made for any reason. Following termination of this T&C, Sections 5, 6, 7 (but only for as long the duration specified by Zorka Mobi for such usage) shall continue to bind the Parties.
8.3. Termination of the T&C and/or a relevant Offer by Zorka Mobi for cause.
8.3.1. Zorka Mobi may terminate this T&C and/or a relevant SOW and an Offer without prejudice to the rights provided by, but not limited to, this T&C, legislation and equity law, by occurrence of one or several circumstances specified below:
A) Material Breach. The Influencer commits a material breach of its obligations under this T&C (or a series of non-material individual breaches which in Zorka Mobi’s reasonable view together amounts to a material breach) and if the breach is capable of remedy, fails to remedy it to Zorka Mobi’s satisfaction during the in time (deadlines) specified by Zorka Mobi via the Platform.
B) Cross Default of other agreements with the Influencer. The Influencer defaults on or materially breaches any other agreement or arrangement that it has with Zorka Mobi (whether or not it would constitute a default or material breach under this T&C).
C) Bankruptcy or Insolvency. One of the Party becomes insolvent or bankrupt or enters insolvency or bankruptcy proceedings or takes any steps towards the same, or if it ceases or threatens to cease to carry on business.
D) Change of control (apply for companies). At any time, while the Influence provides services in accordance with the T&C and/or the relevant SOW and Offer (if applicable), the Parties shall notify each other in writing (“Notice of Change of Control”) if they or their Affiliates intend to enter into final agreements in accordance with the Change of Control (“Change of Control Transaction”), such Notice shall be provided no later than 30 (thirty) calendar days before the anticipated closing date of such a Control Change Transition, together with sufficient information allowing the Customer to evaluate, whether or not the Contractor is entitled to terminate this T&C. In case if one Party does not notify about the change of control, the other Party has the right to terminate this T&C at any time after it learns of a change in the control transaction.
8.4. Termination Procedure.
In the event that the Influencer decides to terminate the T&C or a relevant Offer, it shall serve Zorka Mobi with a written notice of termination via the Platform specifying the details pertaining to the process of termination, including but not limited to the cause of termination, the date upon which the T&C, SOW or a relevant Offer terminates, the obligations that Zorka Mobi is required to fulfil within the period of time from the receipt of the notice and until the moment when the T&C, SOW or a relevant Offer is deemed to be terminated, and a cure period, if the breach is capable of remedy.
Section 9. Limited Liability
9.1. We are not liable, and You agree not to hold Us responsible, for any damages or losses arising out of or in connection with this T&C, including, but not limited to:
  • Your use of or Your inability to use our Platform or Services;
  • Delays or disruptions in our Platform or Services;
  • Viruses or other malicious software obtained by accessing, or linking to, our Platform or Services;
  • Glitches, bugs, errors, or in accuracies of any kind in our Platform or Services;
  • Damage to your hardware device from the use of the Platform or Services;
  • The content, actions,or inactions of third parties’ use of the Platform or Services;
  • A suspension or other action taken with respect to Your Account;
  • In case of replacement, repair or adjustment of equipment, software or execution of other works, caused by the necessity to maintain or improve performance of the Platform.
9.2. Additionally, in no event will Zorka Mobi be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. Our liability to any Influencer for any claim arising out of or in connection with this T&C will be the following:
ZORKA MOBI’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS T&C OR ANY SERVICES SHALL NOT EXCEED 10 (TEN) % OF THE AMOUNT OF FEES PAID BY ZORKA MOBI TO INFLUENCER UNDER THE RELEVANT OFFER. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THE RELEVANT OFFER AND T&C IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this T&C or the relevant Offer, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some states and jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent,some or all of these limitations and exclusions may not apply to You.
Section 10. Other T&C
10.1. Requirements, statements and notices.
Any requirements, statements and notices of the Influencer to Zorka Mobi can be made via the Platform only during business hours from Monday through Friday from 10:00 a.m. to 7:00 p.m. (UTC+03:00). Zorka Mobi will respond within 24 (twenty four) business hours after the receipt of such request. In case of getting of an urgent request from the Influencer outside of business hours, the request is considered on the next business day.
10.2. Electronic Acceptance.
10.2.1. Electronic Signatures / Assent Required: Nobody is authorized to access the Platform or accepted as the Influencer unless they have signed this T&C. Such signature does not need to be a physical signature, since electronic acceptance of this T&C is permitted by the Electronic Signatures in Global and National Commerce Act (E-Sign Act), Directive 1999/93/EC of the European Parliament and of the Council of 13 December 1999 on a Community framework for electronic signatures and other similar state, national, international and country laws. You show Your agreement to this T&C by taking any action which shows Your approval of this T&C. Most likely, You have clicked or will click a button containing the words “I agree” or some similar syntax.
10.2.2. You should understand that this has the same legal effect as You placing Your physical signature on any other legal contract. If You click any link, button, or other device provided to You in any part of Our Platform’s interface, then You have legally agreed to all of the T&C. Additionally, by using any of Our Platform’s features or Services in any manner, You understand and agree that We will consider such use as Your affirmation of Your complete and unconditional acceptance to all of the T&C.
10.3. Independent Contractors.
10.3.1. The Parties are independent contractors, and neither Party will be deemed to be an employee, agent, partner, or legal representative of the other. Neither Party will have any right, power or authority to create any obligation or responsibility on behalf of the other.
10.3.2. The relationship between the Influencer and Zorka Mobi is that of independent contractors, and nothing contained in the T&C will be construed to constitute the Parties as partners, joint venturers, co-owners or as participants in a joint or common undertaking, or otherwise give fiduciary obligations between the Parties.
10.4. Assignment.
10.4.1. This T&C may not be assigned by the Influencer without the prior written consent of Zorka Mobi.
10.4.2. Zorka Mobi may assign this T&C or assign or delegate its rights and obligations under this T&C to an affiliate or to a successor to all or substantially all of its business or assets relating to the T&C whether by sale, merger, operation of law or otherwise. Subject to the foregoing, this T&C will be binding upon and inure to the benefit of the Parties hereto, their successors and assigns.
10.5. No Waiver of rights.
The failure or delay of either Party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that Party’s right to later enforce or exercise it, unless such Party issues an express written waiver, accepted by a duly authorized representative of such Party.
10.6. Severability.
If any provision of this T&C is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this T&C shall remain in effect.
10.7. Jurisdiction.
This T&C shall be governed by the laws of the Republic of Cyprus without regard to conflicts of law provisions. Any dispute arising out of this T&C, relevant legal documents or the interpretation thereof, shall be discussed by the Parties in the first instance, and if possible resolved by negotiation. In the event that the matter cannot be so resolved, it shall be submitted to and determined by State Court of the Republic of Cyprus.
10.8. Headings.
The section headings appearing in this T&C are inserted only as a matter of convenience and in no way to define, limit, construe or describe the scope or meaning of this T&C or any portion hereof.
10.9. Entire T&C and Language.
10.9.1. This T&C, together with the SOW (if applicable), the other legal documents, sets forth the entire T&C and understanding between Us and the Influencer relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between You and Us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof.
10.9.2. Even though We drafted this T&C, You represent that You had ample time to review and decide whether to agree to this T&C.
10.9.3. In the event of any discrepancies between the English language version of this T&C and any versions in any other languages into which it may be translated, the English language version shall prevail.
10.10. Force Majeure.
10.10.1. No Party shall be in breach of this T&C to the extent that performance of its respective obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of Government, or any other cause beyond the reasonable control of such Party; provided, that the Party hindered by such force majeure circumstances shall, within 5 (five) calendar days, in written form notify the other Party of emergency, type and expected duration of force majeure circumstances preventing the notifying Party from performing its obligations under this T&C.
10.10.2. The existence of such force majeure circumstances shall be confirmed by a Chamber of Commerce or another independent body. If such notification is not sent in accordance with the above provision, the Party influenced by force majeure circumstances shall not have the right to refer to such force majeure circumstances as the reason of its non-performance of obligations under this T&C. During the existence of force majeure circumstances releasing the Parties from their obligations hereunder, the Parties suspend the performance of their obligations without any sanctions. In the event that such force majeure circumstances exist for more than three (3) months, the Parties shall negotiate further performance of this T&C. If the Parties do not come to an agreement in this respect, each of the Parties has the right to terminate this T&C unilaterally by sending the other Party a notice of termination.
10.11. Exclusion of third party Rights.
Only the Influencer, Zorka Mobi, Zorka Mobi’s Affiliates in this T&C will have any rights (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any term of this T&C.