1. INTRODUCTION
BLUE ZONE ONLINE MARKETING SOLUTIONS PRIVATE LIMITED owns and operates MHS
Website ("MHS" or "Platform"), an online platform that connects marketers with content
creators (the "Platform Services") on a variety of sites hosted by MHS and operated by MHS
or its partners (the "Sites").
MHS provides you, and, if applicable, your affiliates, access to its Platform Services.
Access to the Platform, Sites, and any features, is made available under these Terms of
Service ("Terms") and the Privacy Notice. Upon connecting social media channels to your
account via an API or any through any other method, you are also agreeing to be bound by
the following, as applicable to the connected channel: YouTube TOS and Google Privacy
Policy (as well as Google’s security revocation site, Google Security Settings); Facebook’s
TOS and Privacy Policies; Flickr’s TOS and Privacy Policy; Instagram’s TOS and Privacy
Policy; LinkedIn’s User Agreement and Privacy Policy; Pinterest’s TOS and Privacy Policy;
SnapChat’s Terms of Service and Privacy Policy; Tik Tok’s Terms of Service and Privacy
Policy; Twitch’s TOS and Privacy Notice; and Twitter’s TOS and Privacy Policy.
To the extent any terms herein conflict with negotiated agreements between MHS and a
party, the negotiated language controls. If you do not agree to these Terms, please do not
use the Platform or access the Sites. Accordingly, when you use the Platform, you should
check the date of these Terms (which appears at the top of this document) and review any
changes since the last version. The MHS decision will be final and binding for any dispute.
1.1. DEFINITIONS
In the Terms, (i) a "Marketer" means any person or entity who participates in the Platform
Services directly or by MHS authorized personnel on behalf of Marketer for the purpose of
creating Opportunities to use the services of a Creator, (ii) "Creator" means any person, entity
or group that creates and distributes the original content or sponsored social content, and/or
performs an action, including but not limited to content posted through their associated
social networks (i.e. Twitter, Facebook, blogs, etc.), requested via the Platform, and receives
compensation for such content or action via the Platform, (iii) "Affiliate" means any
authorized entity or person that directly or indirectly controls the transactions of the
Marketer or Creator. The term “control” with regard to this definition means the possession,
directly or indirectly, of the power to direct or cause the direction of the management or
policies of an entity, whether through the ownership of voting securities, written voting rights
agreement, written agreement, title or other influence, (iv) “Opportunity” means a request by
a Marketer for a Creator to create content, distribute sponsored social content, and/or
perform an action through their social network or in person. These Terms shall apply to all
transactions conducted through the Platform.
1.2. OPPORTUNITIES
Participating Marketers create and list Opportunities, often as part of a larger marketing goal
(“Campaign”), in the Platform, which offer Creators the chance to receive compensation (e.g.
cash, free products, publicity, etc.) in exchange for creating and/or distributing sponsored
social content and/or performing an action through their social network or in person. There
is no maximum number of Opportunities per Campaign. All Opportunities accepted by the
Creator must comply with the requirements set forth by the Marketer (herein referred to as
the "Requirements") in the Opportunity. Each Opportunity listing should contain a complete
description of the requirements and the compensation to be paid by the Marketer. Marketers
can also request that other ads be disabled on the paid content of an Opportunity. Once an
Opportunity is accepted by a Creator, the Marketer is solely responsible for the review and
approval of the Creator’s content and for the payment of any compensation (to be received
and then distributed to Creator(s) by MHS) as stated in the Opportunity. MHS is not liable if
payments are not made by Marketer. Marketer retains responsibility for payment of any or all
approved offers and content under review, which will become immediately due and payable,
regardless of whether or not Marketer’s access to the Platform is terminated.
Subscription Fees
MHS Subscription fees are non-refundable and billed in advance. Subscriptions will
automatically renew, unless cancelled prior to the next scheduled payment term. Marketer
cannot sell, publish, or make any other use of Creator data beyond evaluating Creator for a
marketing opportunity or similar permissible use. Marketer must comply with all applicable
laws, including privacy laws, in the collection, storage, and usage of any Creator or other
Platform data.
1.3. REVIEWS & APPROVALS
While MHS personnel may assist in reviewing and identifying Creator's posts or actions that
violate an Opportunity's Requirements and attempt to resolve disputes, MHS does not have
privity of contract with the Creator and cannot enforce the terms agreed to between Creator
and Marketer. MHS reserves the right to review and reject Opportunities from Marketers that
do not meet the Platform Guidelines, as defined in Section 7 below. Posts which do not
comply with the Requirements of the Opportunity will not be entitled to the compensation
associated with such Opportunity. After Creator accepts an Opportunity and delivers the
requested content to Marketer, the Marketer may respond with any requested modifications
or may reject the post for failure to meet any agreed-upon criteria or for legal compliance
issues. Final approval and payment to the Creator will occur if the link is active forty-five (45)
days from approval, follows all disclosure guidelines and required elements. The Platform
will automatically check for active posts and make payments to the Creator on behalf of the
Marketer. If the automated system fails to locate required elements and disclosure, no
payment will be made to the Creator and funds for the Opportunity will be returned to the
Marketer, unless manually verified by MHS with permission from the Marketer or unless
Creator makes the required edits. Should Marketer alter the forty-five-day payment terms
with Creator, whether within or outside of the Platform, MHS shall not be held liable for any
failure to make timely payment(s) to a Creator. Instead, Marketer shall be responsible for
delivery of funds as agreed upon with Creator, utilizing Direct Pay or similar means. Further, if
Marketer decides to pay Creator prior to the forty-five day mark at which Content is
automatically verified in the Platform, the obligation to keep Content live for those initial 45
days is rendered null and void.
If a Marketer makes changes to an Opportunity or approves content outside of the Platform,
(i) those terms may not be enforceable as they are not contained within the terms and
conditions of the Opportunity that are digitally agreed to by Creators, (ii) any failure of the
Content during the verification process due to such changes will be Marketer’s responsibility,
including any payments owed to Creators for delivering such content, and (iii) MHS shall not
be responsible for ensuring that any items or advertising disclosures appear in the content.
For the avoidance of doubt, MHS shall take no responsibility for non-compliance with
contract terms (including payment terms and the length of time content must remain live),
enforcement of terms entered into outside of the Platform, or any claims, fines, or violations
resulting from Marketer’s actions or directions to MHS.
Marketer shall comply with all applicable laws of the land and similar rules and regulations
and other truth-in-advertising laws regarding content Marketer provides or has produced
and/or published utilizing the Platform. Marketer is ultimately responsible for any violations
regarding the content it chooses to publish, regardless of whether or not MHS pushes
through approvals in the Platform as directed by Marketer. If Marketer chooses not to use
MHS’s automated FTC-compliant disclosures when publishing through the Platform, or
encourages a Creator to publish outside the Platform, Marketer shall defend, indemnify, and
hold MHS harmless from and against any claims arising in connection therewith. For the
avoidance of doubt, MHS’s verification of any such content at Marketer’s direction or as a
function of the platform does not shift liability to MHS or waive MHS’s rights to
indemnification.
2. ELIGIBILITY
You must be an adult (as defined by the jurisdiction in which you reside) to register as a
Marketer or Creator in the Platform. Authorized agents may create accounts, with proof of
authorization from the individual on whose behalf the account is created, and both the agent
and the individual will be deemed bound by these Terms of Service. By registering in the
Platform, you are representing and warranting that all information you submit is truthful and
accurate, and that you agree to maintain the accuracy of such information. You understand
and agree that MHS will use the information you provide in accordance with the terms of the
MHS Privacy Notice (“Privacy Notice”), which is integrated into and included as part of these
Terms. MHS accounts are not transferable, assignable or resalable under any
circumstances.
2.1. MINORS
Minors and their account profiles will be notated in the platform with a special banner.
Minors (as defined by the jurisdiction in which you reside) must have a parent or legal
guardian register for and establish a Creator account in the Platform. Parents or legal
guardians may also allow minors to use their accounts in the Platform. Legally emancipated
minors do not need a parent or legal guardian but may be required to show proof of
emancipation. All minors must have executed and completed all required waivers and
releases in order to participate in an Opportunity. For the avoidance of doubt, Minors are
bound by the Terms, but this Section 2.1 controls in the event of any conflict with any other
section or clause within the Terms.
Only parents or legal guardians may bid on Opportunities, agree to terms and conditions,
execute publicity releases and waivers, and receive payment for any opportunities accepted
in the platform. In addition, any Opportunities in the system pertaining to alcohol, tobacco,
drugs, medication, or other similar products or services that are illegal (as defined by the
jurisdiction in which you reside) or intended for adults are not available for the minor (or their
parent or legal guardian) to bid on or participate in. Whenever a Marketer engages with a
Minor, it is the Marketer’s responsibility to follow all applicable laws.
3. MARKETER TERMS
This Section 3 applies only to Marketers participating in the Platform.
3.1. TRANSPARENCY & DISCLOSURE
MHS requires clear and conspicuous disclosure by all Platform participants. More
specifically, the connection between the Marketer and the Creator that would affect how
people evaluate the Creator’s message must be disclosed. Any attempt to instruct, coerce or
manipulate a Creator into hiding the commercial relationship between the Marketer and the
Creator may result in immediate removal from the system and may be cause for MHS’s
termination of any related contracts between MHS, Marketer, or Creator. Marketer agrees to
comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements
and Testimonials in Advertising (see generally
https://www.ftc.gov/news-events/media-resources/truth-advertising/advertisement-endorse
ments, and the Federal Trade Commission’s Dot-Com Disclosures
(https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-staff-revises-onlineadvertising-disclosure-guidelines/130312dotcomdisclosures.pdf) and all applicable laws
and regulations, including but not limited to Section 5 of the Federal Trade Commission Act
or laws applicable in your respective country or jurisdiction. In addition, those Marketers who
choose not to use the approved pre-set FTC disclosures for posts publishing through the
Platform, or who encourage creators to publish outside of the Platform, acknowledge and
agree that (i) Marketer, not MHS, is liable for any FTC violation, and (ii) MHS's manual
verification of any such post in the Platform does not shift liability to MHS.
3.2. PAYMENTS
Unless otherwise agreed to in a separate contract between the parties, Marketer agrees to
pay MHS all charges made to Marketer’s account for agreed-upon fees or use of the
Platform Services in accordance with these Terms. If MHS does not receive timely payment
and the balance in the Marketer account is not enough cover agreed upon fees or Platform
Services hereunder: (i) a charge will be made to the Marketer’s credit card or other preferred
payment method for the balance owed, (ii) Marketer agrees to pay all amounts due on its
account upon demand, and (iii) MHS reserves the right to either suspend or terminate a
Marketer’s account, including deletion of Marketer’s Opportunities from the Platform until
the balance is paid in full. All fees for the Platform Services which are charged to the
Marketer account, as well as all deposit(s) for future Platform Services, are non-refundable.
Marketer agrees to submit any disputes regarding any charge in writing to MHS within thirty
(30) days of such charge, otherwise such dispute will be waived, and such charge will be
final and not subject to challenge. In the event Marketer’s payment method cannot be
charged, Marketer account will be locked until an alternative or updated method of payment
is provided.
If Marketer fails to make payment as set forth herein, Marketer will be responsible for all
reasonable expenses (including attorneys’ fees and costs) incurred by MHS in collecting
such amounts. All prices are in Indian Rupees and do not include taxes that may be
assessed by any jurisdiction. If withholding taxes or any other fees are imposed by any
jurisdiction on the transactions pursuant to these Terms, Marketer shall pay such taxes to
ensure that MHS receives the full amount invoiced without offset or deduction. Marketer
agrees to promptly: (i) update all information to keep account and credit card billing current,
complete and accurate (such as a change in billing address or e-mail), (ii) notify MHS in
writing if it becomes aware of a potential breach of security, such as the unauthorized
disclosure or use of Marketer’s user name or password, and (iii) notify MHS in writing if its
credit card is canceled. Upon termination, suspension or discontinuation of the Platform or
Marketer’s participation therein, all outstanding payment obligations incurred by Marketer
under the Platform will become immediately due and payable.
3.3. CREDIT CARD CHARGES
If a Marketer does not wish to send money directly to MHS via check or ACH, Marketer
authorizes MHS to charge Marketer’s credit card, as approved and provided by the Marketer,
in advance to deposit funds into the Marketer’s account. Once funds are deposited into the
Marketer’s account, they may be used at the Marketer’s discretion, to purchase Platform
Services or pay for agreed upon fees. The Marketer will be responsible for charges resulting
from the use of Platform Services and any applicable service fees will be automatically
withdrawn.
Marketer represents and warrants that it has the legal right to use any credit card utilized in
connection with any transaction. By submitting such information, Marketers grants MHS the
right to provide such information to third parties for purposes of facilitating the completion
of transactions initiated by the Marketer. If the credit card provided was not authorized, then
all amounts in the Marketer’s account will immediately be forfeited. Marketer’s
non-termination or continued use of the Platform reaffirms that MHS is authorized to charge
Marketer’s credit card.
MHS reserves the right to modify, suspend or terminate the required method of payment for
use of the Platform at any time, although any pending Opportunities will be completed using
the method current when the Opportunity was listed. If MHS modifies the terms of the
method of payment as outlined in this Section 3.3, the Marketer will be contacted by MHS or
the modifications will be reflected in an updated version of these Terms. If a user does not
consent to such modified Terms, such user must immediately discontinue using the
Platform. A user’s continued enrollment after any modifications constitutes its acceptance
of the terms and method of payment as modified.
Unless Marketer or MHS discontinues enrollment or participation in the Platform Services,
Marketer understands that this pre-authorization is valid until the termination of these Terms
or the applicable Master Services Agreement with MHS. For your future reference, you agree
to retain, either by printing or otherwise saving, a copy of these Terms, which provides the
terms of your pre-authorization.
3.4. MANAGED SERVICES
If a marketer wants MHS to perform any other services besides the platform services, a
separate SOW has to be signed by both parties. The charges for these services should be
agreed upon by both parties separately.
3.5. CONTENT INFORMATION
Marketer agrees that MHS is not responsible for any aspect of Marketer's content or product
to be reviewed, shared, sponsored, or advertised by the Platform’s contracted Creators.
Marketer represents, warrants and covenants that: (i) all information it provides or approves
or that is provided on its behalf in connection with the Terms and on Marketer’s website(s)
is, and will be updated to remain, current and accurate, (ii) the website to which any links are
included in a listed Opportunity will look substantially the same to all end users regardless of
the end users' location or device, (iii) the Marketer’s website(s) does not contain any
MHS-owned or licensed content, except pursuant to a separate signed agreement with MHS,
(iv) Campaigns are run in compliance with third party platform terms, and MHS takes no
responsibility for such compliance or third parties. Marketer acknowledges that Creators are
independent third parties and not directly controlled by MHS. As a consequence, any blog
postings or sponsorship of Marketer’s content or product(s) will inherently risk negative or
unflattering comments about Marketer’s content, product(s) or company. Marketer
specifically acknowledges and agrees that MHS (unless the Campaign is being fully
managed by MHS) has no control over any content that may be available or published on any
blog (or otherwise), and that Marketer, even if being fully managed by MHS, is solely
responsible (and assumes all liability and risk) for determining whether or not such Content
is appropriate or acceptable to Marketer.
Third party organizations and/or partners that utilize their own networks of creators are
responsible for their own review and acceptance process. MHS takes no responsibility for
any submission, response, comment, or other feedback provided or obtained from any third
party in response to any Content or use of any Content.
3.6. OPPORTUNITY DISPUTES
The Marketer may not discriminate based on the racial, physical, political, spiritual, age,
gender or sexual orientation characteristics of the Creator, nor shall the Marketer violate any
applicable labor or employment law. Forty-five (45) days after verification of the Opportunity,
payment will be made to the Creator by MHS for services unless the Creator has violated
these Terms, the specific terms of the Marketer’s Opportunity, or the Marketer has not
remitted fees per the term of its contract. In the event that Marketer cancels or delays a
Campaign or Opportunity and the Creator has submitted work in accordance with the
Opportunity guidelines, the Creator may be entitled to some compensation from Marketer if
and as indicated in the Opportunity.
The terms of the Opportunity as mutually agreed upon by the Creator and Marketer are
supplemental to these Terms. Marketers are allowed to make reasonable changes to any
non-monetary Opportunity terms without Creator’s prior approval. Should an Opportunity
contain supplemental terms between Marketer and Creator, the Content shall also be subject
to those supplemental terms, and Marketer is responsible for enforcing those supplemental
terms.
In the event of a conflict between the Terms and the terms of an Opportunity that a Creator
accepts from Marketer, the terms of the Opportunity as mutually agreed upon by the Creator
and Marketer shall control as between that Creator and that Marketer.
4. CREATOR TERMS
This Section 4 applies only to Creators participating in the Platform.
4.1. TRANSPARENCY & DISCLOSURE
Creators participating in the Platform must clearly disclose in their sponsored content the
relationship between themselves and the Marketers. MHS requires that disclosure be made
in a meaningful way that makes clear to an ordinary consumer that there is a relationship
between the Creator and the Marketer. MHS reserves the right to review and monitor the
disclosure practices of all Creators who participate in the Platform and to either require
greater levels of disclosure (in the event that MHS determines in its sole discretion that
current disclosure practices – including placement of clear and conspicuous disclosure - are
inadequate) or remove the Creator or Creator’s content from the Platform (in the event of
inadequate disclosures). Creator agrees to comply with all applicable local, state, federal and
international laws and regulations, including but not limited to any law related to
advertisement and promotion code of conduct, in the preparation and delivery of Content.
Any violations of the above terms by Creator may be cause for termination of any relevant
contracts or Opportunities involving Creator.
4.2. CREATOR ELIGIBILITY
Any Creator may register in the Platform (minors must comply with Section 2.1 above), but in
order to participate in the Platform, Creator’s social media channel must meet the following
minimum standards:
Channel must be a minimum of 90 days old;
Channel must have a minimum number of followers/fans to be eligible (varies depending on
connection);
Channel must not contain a content gap of more than 90 days;
Channel must be public (accessible to anyone);
Channel must contain a majority of original content;
Channel must be in a supported language (English, Hindi, other as required by the
Opportunity);
Channel may not contain content that is inappropriate, obscene, violent (including hate
speech), illegal, or violates the Platform Guidelines;
Creator must not have made any material misrepresentations about the Channel’s history,
scope, breadth, number of followers, type of followers, or anything similar.
Creators must periodically review the training materials available on the Platform. Creators
also agree that MHS and/or the Marketer, in connection with the Opportunity, may use data
collected from these connections, pursuant to applicable privacy policies.
MHS may, at any time, remove or delete a Creator’s account if MHS deems the account is
ineligible for participation in the Platform.
4.3. CREATOR FULFILLMENT OF AN OPPORTUNITY
By accepting an Opportunity, Creator acknowledges that (i) it will follow the Opportunity’s
parameters, instructions, and guidelines, (ii) it has the authority and ability to perform the
requested service within the stated time period, as applicable, (iii) all submitted content will
be in the English language or such other language as required in the Opportunity, (iv) all
submitted content or action will be original (not repurposed) and does not infringe on any
license, copyright, patent, trademark, trade secret or other intellectual property right of any
third party, (v) All required releases and waivers will be timely executed and submitted, (vi)
All ads will be disabled in paid social media posts, (vii) all submitted content or action is in
compliance with the terms of necessary third party platforms, (viii) all submitted content or
action does not include or support excessive profanity, violence, racial or religious
intolerance, illegal drugs or drug paraphernalia, pornography or any other content that
promotes intolerance, illegal activity or infringes on the legal rights of others.
Sponsored content posted for an Opportunity must remain linked and live for a minimum of
forty-five (45) consecutive days (unless otherwise specified in the Opportunity) in order for
the Platform to validate the fulfillment of the Opportunity and to earn compensation for the
posted Opportunity. Unless Creator is a participant in PayPop (as described below) or the
recipient of Direct Pay as determined by a Marketer, after forty-five (45) days from
publication and upon successful validation of the Opportunity, the Creator will receive
payment for the completion of the Opportunity as agreed upon between the Marketer and
the Creator in the Opportunity.
Creators, as part of any Opportunity they are contracted for, have an obligation to keep
confidential any and all materials provided to them by Marketers. This obligation survives the
end, cancellation, or termination of any agreements between Marketers and Creators.
4.3.1. CREATOR FAILURE TO FULFILL AN OPPORTUNITY
If Creator accepts an Opportunity yet fails to fully perform and meet the obligations thereof,
MHS may lower Creator’s rating in the system, post negative reviews, and potentially remove
Creator and Creator’s account from any and all MHS platforms, and Marketer may (i) deny
payment to Creator for such failure to perform, and/or, (ii) take back any products,
documents, or other items Creator received. Creator shall promptly return any such items
requested by Marketer. Any Creator content prior to such failure or otherwise paid for is
owned by the Marketer who posted the Opportunity.
4.3.2. CONTENT REMOVAL
If necessary, a Marketer may request that a Creator’s post in response to an Opportunity be
removed from the Creator’s social media channel or personal website. MHS may assist
Marketer in requesting a Creator to remove a post and additional fees may apply; however,
MHS cannot guarantee removal of the post by the Creator. The Marketer may also request
that an Opportunity be closed and/or cancelled at any time.
Marketer may owe payment to Creator, whether partial or full, based on how much Content
was submitted or completed prior to Marketer’s request to remove Content or cancel an
Opportunity.
Should Creator be asked to reasonably modify or to remove content posted in connection
with an Opportunity, Creator must do so within twenty-four (24) hours of receiving such
instruction. Failure to do so may result in a loss of compensation (including a clawback of
monies already paid to Creator) and other remedies, up to and including removal from the
Platform and termination for cause of any related contracts.
4.4. CREATOR COMPENSATION
Creator acknowledges and agrees that the obligation to compensate Creator for
Opportunity-related advertisements resides with the Marketer, not MHS. MHS merely
facilitates such compensation on behalf of the Marketers. Marketer is solely liable for
providing the funds to MHS for payment to Creator. While MHS may be remitting payment to
Creator directly; under no circumstance does MHS accept liability for payment to Creator.
MHS may also deny payments to Creator subject to any legal or lawful purpose. Creator
agrees that it will not pursue any actions, legal or otherwise, against MHS for non-payment.
Creator waives any and all claims or rights of action against MHS relating to the failure of a
Marketer to compensate Creator in connection with an Opportunity-related advertisement. In
addition, Creator acknowledges that Creator is: (i) not an employee of MHS, (ii) responsible
for the payment of all federal, state and local taxes on compensation received from a
Marketer, (iii) responsible for any reporting requirements imposed by the federal, state or
local government, and (iv) responsible for compliance with all other applicable laws and
regulations.
4.5. CREATOR CREDIT CARD CHARGES AND FEES
If Creator enrolls in a subscription agreement or agrees to other charges to its account,
Creator may be asked to provide a form of payment such as a credit card or PayPal account.
Creator represents and warrants that it has the legal right to use such form of payment
utilized in connection with any transaction. By submitting such information, Creator grants
MHS the right to provide such information to third parties for purposes of facilitating the
completion of transactions initiated by the Creator. Creator’s non-termination or continued
use of the Platform reaffirms that MHS is authorized to charge Creator’s credit card for the
use of the requested Platform Services. In the event Creator’s payment method was not
authorized or cannot be charged for any agreed upon fees, the Creator’s account will be
locked.
If a Creator account is or becomes inactive for 180 consecutive days, defined as not logging
into said account for 180 consecutive days, the balance in the account attributable to
accrued promotional funds and referral fees will begin incurring charges for inactivity fees.
Any pending charges will be levied on the inactive account based on the preferred payment
method. After 180 days, the account will be blocked and can be reopened only through a
written request by the creator.
4.6. GRANT OF USAGE LICENSE
a. Sponsored Social Content – Content is created by a Creator for Marketer’s marketing
Campaign and is submitted, posted, displayed, or shared to Creator’s followers through his
or her personal social media platforms. Unless otherwise indicated in an Opportunity,
Content is owned by Creator, but MHS and Marketer receive a worldwide, perpetual, fully
paid-up, royalty-free, and fully sublicensable right and license to share, use, copy, process,
adapt, translate, display, perform, reproduce, republish, and distribute the content or any
portion thereof in any and all forms of media or distribution methods (now known or
hereafter developed), including but not limited to television, radio, print, Internet site and
other electronic communications. Any use, publishing, or distribution of a Creator’s content
must be accompanied by credit to the Creator of that content by use of the Creator’s name,
likeness, image, username/handle or other identifying representation (to which Marketer will
receive a limited license). While Marketer has the right to reuse the Content outside of its
native platform, as described above, FTC guidelines state that the connection between the
Creator and the Marketer (or brand) must be disclosed and the Content must be attributed to
the Creator. The disclosure should also clearly and conspicuously communicate that the
Creator is paid by or works with the Marketer (or brand).
b. Content Production – Content is created as commissioned by Marketer, without limitation
as to how that Content may be used now or in the future. MHS will facilitate Creator’s
assignment of all rights in such Content to Marketer. Marketers purchasing Original Content
shall own the copyright in and to the Content and may use, reproduce, have reproduced, edit
for length or clarity, publish and exploit such Content in its sole discretion, including, without
limitation, licensing the Content to any agent or third party, copying, distributing, displaying,
publicly performing, and creating derivative works of the Content. Attribution to the Creator
is optional, unless the Content is created by a Celebrity.
c. Celebrity Creator Content – Celebrity profile accounts are generally denoted with a unique
banner within the Platform. Celebrity creators may need a special contract between Marketer
and celebrity Creator to be completed, and any such contract shall be managed by the
Marketer. Marketer and its Client (if applicable) understand and agree that in the event a
celebrity is requested to create, provide, or endorse any Sponsored Social Content pursuant
to a Statement of Work between MHS and such celebrity Creator, the celebrity Creator
retains ownership rights to the Content and any terms surrounding its use must be
negotiated in a separate agreement between MHS and the celebrity Creator. Marketer and its
Client will be advised of all relevant use limitations for licensed celebrity Creator content.
5. USING DIRECT PAY
The Platform offers Marketers and Creators the voluntary opportunity to use the “Direct Pay”
feature to efficiently conduct financial transactions for expenses to be reimbursed and
special payment requests that may occur in connection with a marketing Campaign but that
need to be paid to Creators immediately.
Marketers may choose to use this feature within the platform to reimburse Creators for
expenses incurred on an Opportunity, transactions completed outside of the workflow or
platform, or for payments that must be released outside the typical 45-day payment window.
Creators may submit items for payment, but Marketers have discretion regarding what will
be approved. Funds will be issued from a Marketer’s account immediately upon
authorization of the payment, and any amounts issued through the Direct Pay feature are not
refundable. A transaction fee will be assessed to Marketers for any payments facilitated
using Direct Pay within the Platform. This transaction fee is assigned upon account creation.
The Direct Pay feature is also subject to a monthly maximum amount, which is set and
controlled by MHS.
Direct Pay is solely to facilitate financial transactions via Marketers and Creators within
Workflow. Direct Pay is not a vehicle through which Marketers and Creators can enter into
agreements or contracts or amend the terms of the approved Campaign or Opportunity.
By using Direct Pay, Marketers and Creators agree that MHS:
Shares no responsibility or liability for any requests made via Direct Pay;
Shares no responsibility or liability for the approval or disapproval of any request;
Shares no responsibility or liability for completed or incomplete requests; and
Shares no responsibility or liability for any disputes in payments received or not received.
Unless stated otherwise in the terms of the Campaign, Opportunity, or other related contract,
any disputes over transactions made or other failures to act via Direct Pay are not
considered a breach of the Campaign, Opportunity, or other related contract.
6. CONFIDENTIALITY
“Confidential Information” means any information disclosed by a disclosing party (e.g. MHS,
Marketer/Partner, Creator) to a receiving party (e.g. Marketer/Partner, MHS, or Creator) either
directly or indirectly, in writing, orally, or by inspection of tangible objects, other than
information that you can establish: (i) was publicly known and made generally available in
the public domain prior to the time of disclosure to the receiving party; (ii) becomes publicly
known and made generally available after disclosure to the receiving party other than
through the receiving party’s action or inaction; or (iii) is in receiving party’s possession,
without confidentiality restrictions, prior to the time of disclosure by the disclosing party as
shown by receiving party’s files and records. Receiving party shall not at any time (i)
disclose, sell, license, transfer or otherwise make available to any person or entity any
Confidential Information (except to those individuals who have a legitimate need to know
such information and are bound in writing by confidentiality and non-use restrictions not less
protective than those contained herein), or (ii) use, reproduce or copy any Confidential
Information, except as necessary in connection with the purpose for which such Confidential
Information is disclosed to the receiving party and in accordance with the Terms. Receiving
party agrees to take all measures to protect the secrecy, and avoid disclosure and
unauthorized use, of the Confidential Information. Receiving party may disclose Confidential
Information if required by law to disclose the Confidential Information, provided that
receiving party gives the disclosing party prompt written notice of such requirement prior to
such disclosure and assistance in obtaining an order protecting the information from public
disclosure, and provided further that any such disclosure is limited to the minimum extent
necessary to comply with the legal requirement. All Confidential Information shall remain the
disclosing party’s personal property and all documents, electronic media and other tangible
items containing or relating to any Confidential Information shall be delivered to the
disclosing party immediately upon its request, and also, upon termination of the Terms.
Nothing contained in the Terms will prevent MHS, its parent and/or affiliates from complying
with privacy laws and regulations, and if there is any conflict between the Terms and the
terms of the applicable Privacy Notice, the Privacy Notice shall control. Marketer and/or
Creator may not issue any press release or other public statement regarding the Terms, MHS
or its parent and/or its affiliates without MHS’s prior written consent.
7. Platform GUIDELINES
All participants should observe these Guidelines, or risk being excluded from participation in
the Platform:
Pornography or sexually explicit content, as well as violent content, is not allowed in the
Platform.
Attacks on any group based on race or ethnic origin, religion, disability, gender, age, veteran
status or sexual orientation/gender identity, etc. (aka “hate speech”) is not permitted.
There will be no harassment, threats, invasion of privacy, predatory behavior, stalking, or
revealing of other members’ personal information (without their permission).
Misleading descriptions, titles, thumbnails, tags, or large amounts of repetitive content are
not allowed.
There will be no solicitation or spamming users in the Platform. Communication or
“solicitation” should only be for paid Opportunities within the Platform.
There are to be no additional products, logos, third party sponsored links, ads, overlay ads on
photos, or other detractors located within a sponsored post; competitor or otherwise.
8. UNAUTHORIZED USE
Outside of an API provided by MHS, any attempt to access the Platform without
authorization or by using another party’s account, utilize automated programs, bots, screen
scraping, database calls, human initiated data collection or any other means of gathering
data, content or other information for the purpose of reverse engineering our platform for
commercial gain is strictly prohibited. Any manipulation of data, including click data,
impressions, or any other relevant data or metric reported in the Platform, is strictly
prohibited. Any such unauthorized attempt will be prosecuted to the fullest extent under the
law, and each action is grounds for termination of Marketer and/or Creator’s account in the
Platform and/or termination for cause of any of Marketer and/or Creator’s agreements.
9. THIRD PARTY WEBSITES AND SERVICES
Platform users may, from time to time, connect third party websites and accounts to their
Platform account. By doing so, users consent to the release of user information on MHS to
those third parties, in accordance with the policies of those third parties. Users also consent
to the release of user information on those third parties to MHS, in accordance with MHS’s
Privacy Notice. Users also consent to MHS sharing user information with third parties MHS
is contracted with in order to provide services or functionalities on behalf of Platform users.
10. PROVISION OF SERVICES
MHS is constantly innovating and changing its Platform offerings in order to provide the best
possible experience for its users. Marketers and Creators acknowledge and agree that the
form and nature of the Services which MHS provides may change from time to time without
prior notice to you. Marketers and Creators acknowledge and agree that MHS may stop
(permanently or temporarily) providing the Platform Services (or any features or functionality
within the Platform) to Marketers and Creators or to users generally at MHS’s sole discretion,
without prior notice to you. Marketers and Creators and/or MHS may terminate these Terms
and/or Marketer and/or Creator’s participation in the Service at any time, for any reason or
for no reason, and MHS shall not have any liability regarding such decisions. Sections 3
through 20 of these Terms shall survive any termination of these Terms. In addition, MHS
has the ability to (i) modify user, account, or organization permissions at any level to add or
remove users, or make any other changes as otherwise deemed reasonably necessary in the
provision of services; and (ii) assume a user's account for the purposes of troubleshooting
and resolving issues.
11. REPRESENTATIONS AND WARRANTIES
Creators and Marketers participating in the Platform each represent, warrant and covenant
that (i) you have sufficient authority to enter into the Agreement; (ii) your use of MHS’s
services is solely for lawful commercial and business purposes; (iii) the links contained in
any content are directed to the intended and agreed upon destination and are not redirected;
(iv) you will not engage or cause others to engage in any form of spamming or improper or
malicious, as determined by MHS, clicking, impression or marketing activities through the
Platform, and you will comply with all applicable laws including complying with all applicable
laws such as the CAN-SPAM Act of 2003; and (iv) you have the necessary rights to provide
all information provided to the Platform (including all content, data, claims, statements,
products and services, Opportunities, titles, URLs and descriptions) for use as described in
these Terms(the “Information”).
Creators and Marketers participating in the Platform each represent, warrant and covenant
that all such Information does not and will not: (a) violate any law, statute, ordinance, treaty
or regulation or MHS policy or guideline; (b) infringe any copyright, patent, trademark, trade
secret, trade dress, or other intellectual property right of any third party; (c) breach any duty
toward or rights of any person or entity including rights of publicity or privacy, and have not
otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort,
breach of contract, injury, damage or harm of any kind to any person or entity; (d) advertise
any unlawful product or service or unlawful sale of any product or service.
Additionally, Creators and Marketers agree that all Information will (i) not be false,
misrepresentative, deceptive or misleading; (ii) not be defamatory, libelous, slanderous,
obscene or threatening; (iii) not target children under the age of thirteen (13), (iv) be free of
viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots
or other computer programming routines that may potentially damage, interfere with,
intercept, or expropriate any system data or personal information.
Marketer further represents that (i) it has a reasonable basis for all claims made within its
advertising and possesses appropriate documentation to substantiate such claims; (ii) it will
comply with the applicable Master Service Agreement (if applicable); (iii) the landing page
for any links (i.e., the Marketer's website page where a consumer is directed when the
consumer clicks on the link, fills in a registration form or takes a similar action) contains a
prominent link to Marketer's privacy policy, which policy provides, at a minimum, adequate
notice, disclosure and choices to consumers regarding Marketer's use, collection and
disclosure of their personal information; and (iv) prior to loading any computer program onto
an individual's computer, including without limitation programs commonly referred to as
spyware but excluding cookies (provided that cookies are disclosed in Marketer's privacy
policy), Marketer shall provide notice to and shall obtain the express consent of such
individual.
12. TRADEMARKS AND COPYRIGHTS
All graphics, logos, designs, page headers, button icons, scripts, and service names
appearing on the Sites are registered and unregistered service marks, trademarks, trade
names, or trade dress of BLUE ZONE ONLINE MARKETING SOLUTIONS PRIVATE LIMITED
(MHS). or its subsidiaries and affiliates in India and/or other countries (collectively,
“trademarks”). MHS’s trademarks may not be used, including as part of trademarks and/or
as part of domain names, in connection with any product or service in any manner that is
likely to cause confusion. The images and icons available on our media page may be used
by organizations and third-party sites in connection with journalistic promotion of our
services; however, commercial applications are forbidden except where pre-approved in
writing. Nothing on these sites shall be construed as granting, by implication, estoppel, or
otherwise, any license or right to use any trademark, logo or service mark displayed thereon
without the owner's prior written permission, except as otherwise described herein. All
proprietary rights and goodwill in MHS’s trademarks shall inure to the benefit of MHS. The
MHS Sites and all of their content, including but not limited to text, design, graphics,
interfaces and code, and the selection and arrangement thereof, is protected as a
compilation under the copyright laws of the United States and other countries. MHS reserves
all rights not expressly granted in and to the sites and their content.
13. INDEMNIFICATION
Creators and Marketers each agree to indemnify, defend, and hold MHS, its subsidiaries and
affiliates, and its and their employees, officers, and directors (each, an “MHS Entity” and
collectively, the “MHS Entities”), and each MHS Entity’s licensors, organizations, licensees,
consultants, contractors, agents, attorneys, owners, third party service providers and third
parties authorized to make your listings, results, and/or Services available in connection with
third party websites, Social Content and/or Action, blogs, postings, content, applications
and/or e-mails (“Third Party Products”), harmless from any and all claims, liabilities, costs
and expenses, including reasonable attorneys’ fees (collectively, “Claim(s)”), that actually or
allegedly arise out of or result from your information or materials, use of the Service, any
Social Content and/or Action, your website, or your breach of these Terms. You agree to be
solely responsible for defending any Claim against or suffered by MHS and/or any MHS
Entity, subject to MHS and/or the MHS Entity’s right to participate with counsel of its own
choosing, and for payment of damages or losses resulting from all claims against MHS,
and/or any MHS Entity provided that you will not agree to any settlement that imposes any
obligation or liability on MHS and/or an MHS Entity without MHS’s prior express written
consent.
14. WARRANTY DISCLAIMER
MARKETERS AND CREATORS EXPRESSLY AGREE THAT THE SERVICES ARE AVAILABLE ON
AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND THAT
YOUR USE THEREOF IS AT YOUR OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, MHS DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND
ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY (i)
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (ii)
WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY
OR PROPRIETARY RIGHTS, (iii) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS,
ERRORS, OR OMISSIONS IN THE SERVICE OR MHS SITES, OR ANY PART THEREOF, (iv)
WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICE OR THE
MHS SITES, (v) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA,
ACCURACY OF COMMUNICATIONS, AND ANY OTHER WARRANTIES OTHERWISE RELATING
TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY MHS.
FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE
IS NO WARRANTY THAT THE SERVICE OR THE MHS SITES WILL MEET YOUR NEEDS OR
REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. IN ADDITION,
YOU ACKNOWLEDGE AND AGREE THAT MHS’S WARRANTY DOES NOT COVER
TELECOMMUNICATIONS OR INTERNET OUTAGES CAUSED BY THIRD PARTIES OR
OTHERWISE OUTSIDE OF MHS’S CONTROL. SERVICES MAY BE LIMITED BY MANY
FACTORS, INCLUDING INHERENT RISKS OF THE INTERNET.
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN
CATEGORIES OF DAMAGES OR IMPLIED WARRANTIES, THE ABOVE LIMITATIONS MAY NOT
APPLY TO YOU. IN SUCH JURISDICTIONS, MHS’S LIABILITY IS LIMITED TO THE GREATEST
EXTENT PERMITTED BY LAW.
15. LIMITATION OF LIABILITY
ANY LIABILITY OF MHS TO A MARKETER IN CONNECTION WITH THESE TERMS,
REGARDLESS OF THE CAUSE OR FORM OF ACTION, SHALL BE STRICTLY LIMITED TO THE
AMOUNT PAID BY MARKETER TO MHS FOR THE SERVICES RELATED TO THE MARKETER’S
MOST RECENT OPPORTUNITY. MHS SHALL NOT BE LIABLE TO CREATORS FOR DAMAGES
OF ANY KIND ARISING OUT OF CREATORS’ USE OF THE SERVICES. WITHOUT LIMITING THE
FOREGOING, IN NO EVENT SHALL MHS OR ANY MHS ENTITY BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES,
ARISING OUT OF, OR IN CONNECTION WITH, THESE TERMS. MARKETER AGREES THAT
MARKETER WILL NOT HOLD MHS RESPONSIBLE FOR THE SELECTION OR RETENTION OF,
OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH
THESE TERMS, INCLUDING WITH RESPECT TO CLICKS BY ANY THIRD PARTY ON
MARKETER’S LISTING(S) OF OPPORTUNITIES, REGARDLESS OF THE INTENT OF SUCH
THIRD PARTY.
THE FOREGOING LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON
CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF MHS OR
ITS AFFILIATES OR ANY OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
INCIDENTAL OR CONSEQUENTIAL DAMAGES, MHS’S LIABILITY IN SUCH JURISDICTIONS
SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
16. NOTICES
MHS may give general notices to parties by posting on its Sites, or by electronic mail to the
e-mail address provided by a Marketer or Creator to MHS. It is the party’s responsibility to
ensure that their e-mail address and any other contact information provided to MHS is
updated, current and correct. It is a Marketer or Creator’s responsibility to also check these
Terms to see if there has been a modification. All notices to MHS shall be sent via nationally
recognized overnight courier or certified mail, return receipt requested, to: BLUE ZONE
ONLINE MARKETING SOLUTIONS PRIVATE LIMITED, B Block, 2nd Floor, Flat No 210, Pearlite
Lakeside Apts, Sy No 22/6, Opp Government Primary School, Parappana Agrahara Village
Begur Hobli, Bengaluru (Bangalore) Urban, Karnataka, 560100.
17. CHOICE OF LAW
These Terms shall be governed by and interpreted under the laws of Bengaluru, Karnataka,
India, without regard to its conflicts of laws provisions. Any claim against MHS arising from
the Terms shall be adjudicated on an individual basis, and shall not be consolidated in any
proceeding with any claim or controversy of any other party. Marketers and Creators further
agree that, to the extent allowed by applicable law, (i) any and all disputes, claims, and
causes of action arising out of or in connection with the Terms, shall be resolved individually
without resort to any form of class action; (ii) any claims, judgments and awards shall be
limited to reasonable and actual out-of-pocket costs incurred, but in no event attorney's fees;
and (iii) under no circumstances will Marketers and Creators be permitted to obtain any
award for, and Marketers and Creators hereby waive all rights to claim, punitive, incidental,
indirect or consequential damages and any and all rights to have damages multiplied or
otherwise increased and any other damages, other than damages for reasonable and actual
out-of-pocket expenses.
18. ELECTRONIC ACCEPTANCE EFFECTIVE
These Terms set out the legally binding terms for use of MHS’s Sites, Services, and/or
Platform. Marketers and Creators indicate acceptance of the Terms and all of the terms and
conditions contained or referenced in these Terms by creating an account and accessing the
Platform Services. Please print and save a copy of these Terms for record-keeping purposes
and be mindful that these Terms may be updated by MHS at any time.
19. MISCELLANEOUS
The Terms constitute the entire terms of service and understanding between the parties
regarding the subject matter contained herein and supersedes all previous and
contemporaneous terms of service, agreements, proposals and communications in all forms
of media (including all instructions, advertisements, messages and policies), written and
oral, between any party and MHS regarding the subject matter contained herein. Only a
written instrument executed by the party waiving compliance may waive the terms or
covenants of the Terms. No waiver by either party of a breach of any provision hereof shall
be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of
the provision itself. If any provision of the Terms is held or made invalid or unenforceable for
any reason, such invalidity shall not affect the remainder of the Terms, and the invalid or
unenforceable provisions shall be replaced by a mutually acceptable provision, which being
valid, legal and enforceable comes closest to the original intentions of the parties to the
Terms and has like economic effect. MHS shall have no liability under the Terms by reason
of any failure or delay in the performance of its obligations on account of strikes, shortages,
riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet
outages, computer virus, Acts of God, war, governmental action, or any other cause that is
beyond its reasonable control. The parties are independent contractors and nothing in the
Terms shall be construed to create, evidence, or imply any agency, employment, business
relationship, or joint venture between the parties. Neither Marketer nor Creator are
employees of MHS. None of MHS, Marketer, or Creator shall have any right, power, or
authority to create any obligation or responsibility on behalf of the other party. The Terms are
not intended to benefit, nor shall it be deemed to give rise to any rights in, any third party.
Creators and Marketers may not assign or transfer the Terms, or sublicense, assign or
delegate any right or duty under the Terms without MHS’s prior written consent. Any
assignment, transfer or attempted assignment or transfer in violation of this Section shall be
void and of no force and effect. MHS and its subsequent assignees may assign the Terms, in
whole or in part, or any of its rights or delegate any of its duties, under the Terms to any
party. Any rights not expressly granted in the Terms are reserved by MHS, and all implied
licenses are disclaimed. Headings used in the Terms are for reference purposes only and in
no way affect the Terms. The term “including” is a term of enlargement meaning “including
without limitation,” and does not denote exclusivity. MHS may change the Terms and/or the
Privacy Notice at any time upon notice published on its Site(s). Any use by a Creator or
Marketer, their affiliates, agents, representatives, employees, or any person or entity acting
on their behalf, of the Service after such notice shall be deemed to be continued acceptance
by them of the Terms and Privacy Notice, including any amendments and modifications
thereto. All information or material in connection with a Service must be submitted in the
form requested by MHS. MHS reserves the right to discontinue offering, and/or modify the
Services at any time. Except as otherwise specified by MHS, parties agree that they will
direct all communications relating to the Service or their participation therein directly to MHS
and not to any other entity. The organization, specifications, structure or appearance of any
MHS property or any page where a party’s information (including listings) may be displayed
may be redesigned or modified at any time.