This is an agreement between you and Insense Ads, Inc
. ("we," "us," "Insense" or "our"). By clicking on the "I Agree" button, you acknowledge that you are (i) an Influencer, a Content creator or Creator – the owner of an account in Instagram («Creator»), or (ii) a user of the Insense platform for commercial purposes («Client»), and in either instance you have authority to enter this agreement and that you have read it, understand it and agree to be bound by its terms and conditions. INSENSE PLATFORM
Subject to the Terms of Service set forth below (as amended from time to time, the "Terms of Service") you will be granted access to the Insense platform (the "Platform") through our website, www.insense.pro
(the "Website") and/or our mobile application(s) (the "App"). We reserve the right at any time, with or without notice to you, to modify the Platform and its features.
Insense reserves the right to offer you additional services at extra cost.
Accessing the Platform, you agree not to use it for any unlawful purposes and not to take any actions that may cause damage to the Platform. We reserve the right to keep a log of any user activities in the Platform and the right to use it in case you breach the above mentioned obligations through furnishing the information to judicial authorities of any jurisdiction to protect the interests of the Platform, its members and third parties.
For the purposes of execution of this Contract and for the provision of security of operations within the Platform, we reserve the right to collect, store, process by any means and to transfer to third parties, and if necessary, any data concerning configuration and other characteristics of the soft hardware used by you to access the Platform, as well as any other data, automatically transmitted in the process of its interaction with your soft hardware.
To the extent you access the Platform through a mobile device, your wireless service carrier's standard charges, data rates and other fees may apply. Some or all of the Platform's functionality may not work with all carriers or mobile devices. By accessing the Platform on a mobile device, you agree that we may communicate with you by notifications, text message or other electronic means to your mobile device and that certain information about your usage of the Platform through the mobile device may be communicated to us.
You must be at least 13 years old to use the Platform. SOCIAL MEDIA
You are responsible for your conduct and any data, text, files, video, images, information, software, music, sound, photographs, graphics, messages or other materials (collectively, "content") that you upload, share, post, submit, publish, send, display or transmit (hereinafter, "transmit") via the Platform.
You agree not to use the Platform to:
- transmit content in any manner that infringes any intellectual property or other proprietary rights of any party;
- transmit content that is unlawful or promotes unlawful activity or provides instructional information about unlawful activities, or that is harmful, threatening, abusive, harassing, inflammatory, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, sexually suggestive, libelous, invasive of another's privacy (or creates a privacy or security risk to any person), or hateful racially or ethnically;
- transmit content that constitutes unsolicited or unauthorized advertising or promotional materials or commercial activities;
- impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- transmit any software viruses, spyware, worms, malware or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or other equipment; or
- violate any applicable local, state, national or international law or regulation or judicial or administrative order.
When using the Platform, you have no right to modify the software of the Platform or any part of it either yourself or through third parties, and to use any means of automatic access to the Platform, including to its front end, unless otherwise agreed with us.
We reserve the right, for any reason or no reason, to remove from the Platform any content posted by you. At our request, for any reason or no reason, you will promptly remove any content pertaining to the Platform that is posted in social media.
We reserve the right to terminate your access to the Platform in case you increase or you are suspected of increase by any means the number of followers (except natural increase). In this case, we cancel the payment due to you and earned by you in the Platform up to the moment of such termination. SPONSORED CAMPAIGNS
If you are an Creator, you may have the opportunity to participate in sponsored campaigns coordinated through the Platform. If you indicate interest in participating in one or more sponsored campaigns, we will be authorized to provide the applicable potential sponsors with some or all of the following information concerning you:
- your name and social media identification;
- contact information;
- rates and pricing to which you have agreed;
- sizing, product preferences, and biographical information;
- shipping address.
Subsequently props for photography can be delivered to you. Delivery can be carried out by sponsor or by our partners to the address, specified by you.
We also may send you requests for participation in sponsored campaigns («Requests»). Requests are not Briefs, so they do not include any concrete or defined terms of a certain campaign to be accepted by you. Briefs help us only receive information about your potential interest in participating in a campaign in the future.
If you are selected by a sponsor to participate in the campaign, you will be given access to a campaign brief through the Platform, created by the sponsor, which includes additional parameters, specifications, terms and conditions applicable to the campaign ("Brief"). The contents of the Brief / the Request and any information related to the sponsor or the Brief / the Request are confidential and you will not disclose such contents or information to any third party except as permitted in the Brief / the Request. While negotiating the terms of the Brief, the entitled payment cannot be increased more than twofold. Since the terms of the Brief are settled, the payment due to you cannot be changed.
If you desire to accept the terms and conditions set forth in the Brief, you will acknowledge your acceptance through the Platform and such terms and conditions will be binding and incorporated into this agreement for all purposes.
You will abide by the parameters, specifications, terms and conditions set forth in any Brief accepted by you, including but not limited to required social media tags, links on required Instagram accounts and disclosures ("Required Tags") and required photo review and approval by the Sponsor before transmitting content ("Photo Review"). You have the right to upload maximum 3 (three) versions of a Content; Photo Review of each version lasts not longer than 3 (three) working days, unless otherwise specified in the Brief. This period may be extended by agreement with the sponsor.
You will not post any content through the Platform or social media that is disparaging to the sponsor or the sponsor's products or services.
If the Brief requires Photo Review by the Sponsor, then Sponsor shall have the sole discretion to accept or reject your submitted content, giving reasons in the commentary that do not contradict to the terms of the Brief. Your content will not be transmitted without prior Sponsor approval and may be removed at any time. You shall only be compensated for content that is accepted by Sponsor for transmitting, provided you are in compliance with Insense's Terms of Service and the terms set forth in the Brief. You will be compensated for the transmitted content only after the Sponsor's further confirmation of such transmitting in the Platform.
Unless specifically provided in the Brief or by a Insense team member, you will not contact any sponsor directly concerning any campaign, and you must communicate exclusively through the Platform. We are authorized to act as arbitrage in case of any disputes between the sponsors, our partners and you, basing on information fixed in the Platform. To the extent that the terms of the Brief (or the Content) have been fixed outside of the Platform (by messengers, email), these materials might be not taken into consideration.
To the extent that you are entitled to payment pursuant to the terms of any Brief, we will determine the method of payment and you will provide reasonable cooperation in facilitating the payment. For example, if we desire to pay you through PayPal, you will be required to establish a PayPal account and to provide us with sufficient information to allow us to transfer funds to you. Each payment you are entitled to pursuant to the terms of a Brief, will be displayed in your account after negotiating of the terms of the Brief with the sponsor. You expressly authorize Insense's service providers, Dwolla Inc., Moneysend LLC, Stripe, Inc. and Solar Staff Rus LTD to originate credit transfers to your financial institution account.
You agree that we will determine the method of payment and repayment period for your services, rendered within the Platform, to the extent that we have previously notified you of variation of payment methods and repayment by sending you an email to your email address.
Using the Platform, you acknowledge the full legality of your activities. You also agree that any attempt to use illegally obtained funds will be prosecuted to the fullest extent of the applicable law.
You hereby undertake to fulfill tax obligations concerning any income obtained within the Platform. Insense Ads, Inc. is not responsible for your non- providing of information to the competent regulatory authorities. You agree to carry out your tax obligations, regarding any income earned by you within the Platform incase such/any obligations arise from the legislation of the country of your citizenship and/or the country in which you operate. CREDIT CARD INFORMATION
You have no rights in any of our copyrights, patents, trademarks, trade secrets or other proprietary rights, except to the extent necessary to access and use the Platform as contemplated under this agreement. The technology and software underlying the Platform is our property. You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in our technology or software.
You will not upload, transfer or post without our prior consent any content that you did not create or that you do not own all right, title and interest in and to, including, without limitation, all copyright and rights of publicity contained therein. You hereby grant to us, and any applicable sponsor in connection with a sponsored campaign in which you participate, a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, distribute, store, modify and otherwise use the content that you post through the Platform. The authorship is yours. To the extent that any content you transmit on the Platform contains an image of another person, you agree to obtain from such person a written release and authorization to use and publish such image, which written release and authorization will be in form and substance acceptable to Insense.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Platform ("Submissions"), provided by you to us are non-confidential and we will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. INDEMNITY AND RELEASE
You agree to defend (at our request), release, indemnify and hold us and our affiliates and our respective officers, employees, managers, directors and agents harmless from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys' fees and costs, arising out of or relating to your use of the Platform, any of your content, your violation of these Terms of Service or your violation of any rights of another. DISCLAIMER OF WARRANTIES
YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
WE MAKE NO WARRANTY THAT (I) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (II) ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS. LIMITATION OF LIABILITY
WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED (I) ONE HUNDRED DOLLARS ($100), IF YOU ARE THE CREATOR, AND (II) THE AMOUNT OF FEES PAID TO INSENSE IN THE IMMEDIATELY PRECEEDING YEAR, IF YOU ARE A CLIENT.
We have no responsibility or liability for any temporary lack of access to the software and/or hardware that operates the Platform, as well as for any losses that you sustain in this respect. We also have no responsibility or liability for any defects, errors or failures in the operation of the software and/or hardware that ensures the functionality of the Platform, caused by reasons beyond our control, as well as for any losses that you sustain in this respect.
The parties release from any responsibility arising from complete or partial failure to perform their obligations under the Terms of Service, arising from force majeure, or extraordinary events which could not be reasonably foreseen and prevented. MODIFICATIONS
We reserve the right, at our sole discretion, to change or modify these Terms of Service at any time without further notice. It is your responsibility to periodically review these Terms of Service so you are aware of any revision to which you are bound. The updated Terms of Service shall be effective upon posting, unless specified otherwise. If you do not agree to abide by these or any future Terms of Service, do not continue to use the Platform. TERMINATION
We may suspend, discontinue or terminate your access to the Platform at any time. We also have right to terminate your access to your account in the Platform at any time without further notice. If we suspend, discontinue or terminate your access to the Platform, or if you deactivate your account, your content and all other data and statistics may no longer be accessible to you through social media or otherwise. We have no responsibility or liability for the deletion or failure to store any data or other content uploaded through the Platform.
We have the right to suspend the operation of the software and/or hardware that ensures the functionality of the Platform if a significant fault, error or failure is detected, or for the maintenance, or for the prevention of any unauthorized access to the Platform. We have the right at any time to terminate your authorized automatic access to the Platform as well as terminate the receipt of any data generated automatically. MISCELLANEOUS
These Terms of Service constitute the entire agreement between you and us and supersede any prior agreements between you and us with respect to the subject matter herein. These Terms of Service shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflicts of law rules. Any claims arising out of or related to these Terms of Service shall be brought and litigated exclusively in a state or federal court having subject matter jurisdiction and located in Lewes, Delaware. Our failure to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect.
All other Terms of Service that applies to Insense shall also apply to Sponsor, including but not limited to the Indemnity and Release, Disclaimer of Warranties and Limitation of Liability provisions set forth in the Terms of Service.
The text of these Terms of service are written in English and Russian for your convenience. Each copy is an original. In case of any contradiction between the English and the Russian text of the Terms of service, the English text will prevail. Questions? Concerns? Suggestions?
Please contact us at firstname.lastname@example.org
to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service.