TERMS OF COOPERATION FOR INFLUENCERS

These Terms of Cooperation define terms of cooperation between the Ordering Party and the Influencer, as well as the Influencer's use of the Hype Me

 

I. DEFINITIONS

Completion Period - the time in which the Order is completed. Video - a video made by the Influencer in accordance with the Content, entered into Hype Me by the User, being the subject of the Order.

Hype Me - a service available in the mobile application "Hype Me App" or at the website under the address www.hypemeapp.co, whose owner and administrator is the Ordering Party.

Influencer - a natural person concluding the Agreement with the Ordering Party outside or in the scope or scope of their business activities.

Account - free of charge Service provided electronically by the Ordering Party; part of Hype Me assigned to the User.

Recipient  - A person or persons designated by the Service Recipient as the audience of the Video. 

Electronic payment operator’s commission - The commission charged by the electronic payment operator on the gross amount paid by the User for the Video in the amount specified by the given operator. If the User places an order for a Video via (i) the website www.hypemeapp.co - the commission is charged by PayU, (ii) the mobile application "Hype Me App" operating in the iOS operating system (Apple) - the commission is charged by Apple by using secure payments, i.e. In-App Purchase; (iii) the mobile application "Hype Me App" running on Android (Google) - the commission is charged by Google by using secure payments in the application, i.e. In-App Purchase

Content - personalised texts provided by the User, which are elements of the Video.

Agreement -Agreement for the performance of Video Services concluded between the Influencer and the Ordering Party, the general provisions of which are set out in these Terms of Cooperation,

Services - the services provided electronically by the Influencer under the Agreement, the content of which is the creation of the Video by the Influencer containing the Content indicated by the User, and the transfer of this Video to the Ordering Party by placing it in the appropriate Hype Me panel.


Service Recipient - the User or an entity represented by the User

User - a natural person having full or limited legal capacity, using Hype Me as specified in the Terms of Service, to whom the Video is directed by the Ordering Party after receiving it from the Influencer.

Ordering Party - Hype Me sp. z o.o. with its registered office in Warsaw, ul. Kolejowa 5/7, entered in the Register of Businesses of the National Court Register kept by the District Court for the capital city of Warsaw in Warsaw, 12th Business Division of the National Court Register, under KRS [National Court Register] No.: 0000759647, NIP [VAT No.]: 5272872892, REGON [National Official Business Register No.]: 381890458

Order - declaration of intent of the Ordering Party, whose acceptance by Influencer leads directly to the conclusion of the Agreement and indicating its essential conditions, including details of the form of the Video, the Recipient and Content.

II.  PRELIMINARY PROVISIONS

  1. These Terms of Cooperation specify the terms of cooperation between the Ordering Party and Influencer, and Influencer's use of the Hype Me. 

  2. As part of Hype Me, the Ordering Party makes these Terms of Cooperation available free of charge to each Influencer before the conclusion of the Agreement, and also – at their request – in such a way that enables to download, view and save these Terms of Cooperation by means of an ICT system used by the Influencer.

  3. The Influencer may use Hype Me only after having read the Terms of Cooperation and having accepted the terms and conditions specified therein.

  4. The Ordering Party declares that as part of the sale of Video to Users, 10% of the gross amount paid by the User under the Video agreement, minus the Electronic payment operator’s commission, will be allocated to charity, for the foundation or other entity pursuing charity purposes. For the avoidance of doubt, the Parties declare that the basis for calculating the donation will be the gross amount constituting the remuneration for the Video minus the gross amount of the Electronic payment operator's commission.

  5. The Parties declare that the conclusion of the cooperation agreement and the Agreement does not constitute an employment relationship within the meaning of the Labor Code and do not raise any objections in this respect.

  6. The Parties declare that on the day of concluding the cooperation agreement and the Agreement they are entitled to conclude it and may perform the obligations arising from these agreements, and are also entitled to perform the activities specified in the agreements. The agreements are concluded by the Parties in a correct manner and constitutes their valid and binding commitment that can be claimed legally, in accordance with its provisions. The conclusion of agreements and their performance is not contrary to law, nor does it constitute a violation of any other agreement,  understanding, decision (including court ruling) to which each party is a party or who in any way bind them.

III. GENERAL TERMS AND CONDITIONS FOR THE USE OF SERVICES

  1. The following services are provided as part of Hype Me: maintaining and providing Account functionalities, creating and sharing Videos, storing Videos and sending notifications concerning the Recipients. 

  2. In order to use all functionalities of Hype Me, the following minimum technical requirements must be met on the part of the Influencer: (a) an Android or iOS mobile device with Internet access to enable Hype Me interface to be displayed correctly; (b) an active e-mail account; (c) Chrome, Firefox, Internet Explorer, Safari or Opera web browser installed and updated to the latest version; and (d) installed Hype Me mobile application.

  3. It is forbidden to use Hype Me contrary to the provisions of these Terms of Cooperation, applicable law, principles of morality or rules of social coexistence. The Influencer is prohibited to perform unlawful Services. 

  4. Hype Me and its elements, including design and content, are protected by copyright and/or other intellectual property rights. These elements may not be reproduced, distributed or published by the Influencer, in whole or in part, without the consent of the Ordering Party determined by the functionalities of the services. In particular, the Agreement does not allow the Influencer to reproduce, distribute, rent out, sell or otherwise redistribute, directly or indirectly, whether for a fee or free of charge, elements of Hype Me without Ordering Party’s knowledge. Should the above provisions be violated by the Influencer, the Ordering Party shall have the right to request payment of liquidated damages in the amount of PLN 5.000,00 (PLN five thousand) for each violation. Payment of the liquidated damages shall not preclude the Ordering Party from seeking redress on general terms where the amount of the damage exceeds the amount of liquidated damages. 

IV.  ACCOUNT

  1. To create an Account and conclude the cooperation agreement, the Influencer must complete the Account registration procedure. Registration is initiated by means of the registration form available on Hype Me. Then, the Influencer shall follow Hype Me prompts. 

  2. Upon confirmation by the Ordering Party of Account registration, the cooperation agreement for an indefinite period of time is concluded between the Ordering Party and the Influencer. Creating an Account and concluding the cooperation agreement is condition of colluding Agreements. 

  3. The Account contains the Influencer’s data provided by the Influencer during registration. The  Influencer shall keep these data up to date and true throughout the term of the Agreement and the cooperation agreement. If these data change in the future, the Influencer shall immediately update them using the appropriate Account editing form. 

  4. The Influencer may not assign the rights and obligations under the Agreement or the cooperation agreement without the consent of the Ordering Party sent in electronic form.   

  5. The Influencer must not use the Accounts of other Influencers and make their Account available to other persons.

  6. The Account may be deleted by Influencer after termination of the cooperation agreement with the Ordering Party, by submitting such a declaration of intent to the Ordering Party (via e-mail with the proviso that then it must be the e-mail address used by Influencer at the time of Account registration) to the e-mail address mail: hello@hypemeapp.co. Submitting an Account for deletion is tantamount to termination of the cooperation agreement and requires a one-month notice period effective at the end of the calendar month.

  7. The Account may also be deleted by the Influencer at any time by submitting a relevant statement of intent to the Ordering Party (by e-mail with the reservation that it must be the same e-mail address as the one used by the User at the time of Account registration) to hello@hypemeapp.co. Requesting the Account to be deleted shall be tantamount to termination of the agreement for maintaining and providing the functionality of the Account.

  8. The Ordering Party deletes the Account within 3 business days from the date of termination of the cooperation agreement or termination of the agreement for maintaining and providing the functionality of the Account.

  9. Each Agreement is of a timely nature and is concluded for the duration of the Service by Influencer for remuneration.

V. ORDER

  1. The purpose of the Order is to conclude the Agreement, the content of which is the creation of the Video by the Influencer containing the Content indicated by the User, and the transfer of this Video to the Ordering Party by placing it in the appropriate Hype Me panel.

  2. In the ordering process, the Ordering Party receives from the User an offer to conclude a Video agreement, which it makes available to Influencer, while granting power of attorney, to conclude it. The conclusion by the Influencer on behalf of the Ordering Party of a Video agreement with the User means the acceptance of the Order and leads to the conclusion of the Agreement, obliging Influencer to perform the Video. The fact that Influencer, acting as the proxy of the Ordering Party, does not conclude a Video agreement with the User means that he does not accept the Order and does not lead to the conclusion of the Agreement.  

  3. The Completion Period is a maximum of 5 (five) days. The lead time begins when the Order is accepted.

  4. Influencer's failure to complete the Order within the period specified above allows the Ordering Party to withdraw from the Agreement

VI.  AGREEMENT

  1. After completing the Order, Influencer transfers the Video the Ordering Party by placing it in the appropriate Hype Me panel. The video is then made available to the User by the Ordering Party - in accordance with the content of the Video agreement, however, for the avoidance of doubt, the Parties declare that the transfer of rights to the Video by Influencer is made to the Ordering Party.  

  2. The Ordering Party hereby informs, that the Recipient may play and / or download the Video within 12 months from the Completion Period. After this date, the Video that has not been downloaded is deleted.

  3. The Ordering Party hereby informs that the User may not use the Videos in any other way than to make them available to the Recipients in accordance with the content of the Video agreement. Any attempt to change the way of sharing the Video or to use the Video or Influencer’s image in any other way, in particular, but not exclusively for commercial, promotional and marketing purposes, shall constitute a violation of the Terms of Cooperation. Should the above provisions be violated by the User, the Ordering Party shall have the right to request payment of liquidated damages in the amount of PLN 5.000,00 (PLN five thousand) for each violation. Payment of the liquidated damages shall not preclude the Ordering Party from seeking redress on general terms where the amount of the damage exceeds the amount of liquidated damages.

  4. The Ordering Party hereby informs that the User have the right to express their opinion about the Influencer by evaluating them using a rating scale of 1 to 5 (where 1 is the lowest and 5 the highest rating), as well as by adding a comment on the recording made by Influencer.  The Influencer declares that it waives all claims against the Ordering Party for violation of personal rights arising from the content of the comments, whereas the Ordering Party undertakes to use all diligence to ensure that such comments are immediately removed.

  5. Influencer undertakes to perform the Agreement with due diligence, resulting from the professional nature of its activities, taking into account the interests of the Ordering Party, and the provisions of generally applicable law.

  6. The Influencer must not include in their Order Content that: (a) infringes the rights or personal rights of third parties; (b) contains threats, incites to aggression or contains elements of unjustified violence; (c) constitutes materials that may be used for unlawful, misleading, malicious or discriminatory purposes; (d) is manifestly contrary to the rules of social coexistence or common moral and social norms or netiquette rules; (e) contains vulgar language and phrases that may in any way destroy someone’s dignity; (f) serves marketing or commercial activities; (g) destroys Influencer’s reputation or dignity; (h) promotes hatred based on race, nationality, religion or belief; (i) violates the privacy of others; (j) is pornographic or otherwise inappropriate for people under the age of 18; and (k) contains elements which promote or are associated with arms, alcoholic beverages, drugs, pesticides, poisons and medicines, military organisations and political parties, sects and similar religious cults, pornography, prostitution and other such products/services.

  7. Due to the nature of the services provided, the subject of the Agreement will be performed at any place chosen by the Influencer.

  8. The Influencer may not entrust the performance of all or part of the Agreement to third parties.

VII. REMUNERATION AND PAYMENTS

  1. In exchange for services provided by Influencer under this Agreement, the Ordering Party undertakes to pay a remuneration of 60% of the gross amount paid by the User for each Videos made, minus the gross amount of the Electronic payment operator's commission. For the avoidance of doubt, the Parties declare that the basis for calculating Influencer's remuneration will be the gross amount constituting the sum of payments for each Video minus the gross amount of the Electronic payment operator's commission. In addition, the Parties declare that, having regard to the content of Article II(4) and this Article. VIII(1), the amount representing 30% of the gross amount paid by the User for each Video, minus the gross amount of the Electronic payment operator's commission will constitute the revenue of the Ordering Party. 

  2. The remuneration shall be payable in monthly settlement periods, within 14 days from the date of delivery to the Ordering Party of a correctly issued bill or invoice, by transfer to the Influencer's bank account indicated on that bill / invoice. Influencer will be entitled to issue a bill / invoice for services duly performed under the Agreement at any time, throughout the duration of the Agreement.

  3. The Parties agree that the remuneration referred to above does not include additional costs related to the implementation of the subject of the Agreement, such as travel costs (i.e. travel and accommodation costs) which Influencer undertakes to cover.

VIII. LICENSE

  1. As part of the remuneration received by Influencer under the Agreement, Influencer grants the Ordering Party an exclusive, territorially unlimited license with the right to sublicense for each Video (hereinafter also: „work"), in the following fields of use: (i) in terms of recording and reproduction of the work - production specified technique of copies of the work, including printing, reprographic, magnetic recording and digital techniques, (ii) in the scope of trading in the original or copies on which the work has been recorded - placing on the market, lending or renting the original or copies, (iii) in terms of disseminating the work in a way other than specified in point (ii) - public performance, exhibition, display, playback, broadcasting and rebroadcasting, as well as making the work available to the public in such a way that everyone can have access to it in a place and time of their choice

  2. The license for each Video is granted for a period of 12 months from the date of the Video agreement. 

  3. In the event of Influencer's breach of its obligations under the provisions of this Article, Influencer shall be obliged to pay to the Ordering Party a contractual penalty of PLN 10.000,00 (PLN ten thousand), within 14 days from the date of the violation.

IX. USE OF IMAGE

  1. As part of the remuneration received by Influencer under the Agreement, Influencer hereby irrevocably agrees to the Ordering Party to use his image in any form, including its dissemination. The above consent is unlimited in territory and authorizes the Ordering Party to repeatedly publish the image at any time and to use on all the fields of exploitation known at the time of conclusion of the Agreement, on which the Videos, photos and other media on which the image of Influencer will be recorded, in particular for

  1. disseminating the image, including in combination with other images, texts, comments, descriptions or any other content, in such a way that everyone can have access to them at a place and time chosen by them, including on the Internet, in particular in social media, on websites and domains as well as mobile websites;

  2. recording and reproduction of Videos, photos and other media on which Influencer's image is recorded, by printing, reprographic, computer, magnetic recording, audiovisual, digital and photosensitive technique, on audiovisual media or in any other way;

  3. placing Videos, photos and other media on which the Influencer image is recorded, to computer memory or multimedia networks;

  4. using the image of Influencer recorded in Videos, photos or other media for the purposes of Hype Me promotion and advertising, in the form of press, television, external and Internet advertising, in social media, on websites and domains as well as mobile websites;

  5. use (including dissemination) of Influencer's image recorded on Videos, photos or other media, through their public display, exhibition, reproduction, broadcasting and rebroadcasting, also in mobile or landline telecommunications networks and IP networks;

  6. using the image of Influencer captured on Videos, photos or other media in the form of an image of a copy of the works or fragments thereof in advertising materials (in particular photos, slides, trailers);

  7. creation of Videos, photos and other media presenting the image of Influencer, including to modify the image of Influencer captured on Videos, photos and other media.

  1. The Ordering Party reserves the right to develop Videos, photos and other media presenting the image of Influencer, as well as perform editing and retouching dictated by the requirements of aesthetics and editorial considerations, to which Influencer agrees and waives the right to the correct. Influencer hereby expresses, under the terms of this Article, consent to the dissemination of his image taking into account the changes, modifications, assembly, retouching introduced by the Ordering Party pursuant to the provisions of this Article.

  2. Influencer undertakes that within a period of 5 years from the date of the Agreement it will not withdraw its consent to use the image of Influencer in accordance with these Terms of Cooperation, including its dissemination. 

  3. In the event of Influencer's breach of obligations under this Article, Influencer shall be obliged to pay to the Ordering Party a contractual penalty of PLN 10,000.00 (PLN ten thousand), within 14 days from the date of the breach.

X. LIABILITY

  1. The Ordering Party provides ICT infrastructure and ensures its efficient technical functioning and is responsible in this respect for Hype Me.

  2. The Ordering Party shall not be liable for any damages resulting from:

  1. the Influencer's culpable breach of the provisions of these Terms of Cooperation, in particular by providing false data when registering the Account or creating an Account;

  2. the Influencer's failure to comply with the Services provision requirements;

  3. making the login or password to the Influencer’s Account available to third parties by the Influencer;

  4. malicious software (malware) unlawfully entered into Hype Me by the Influencer or third parties;

  5. deletion of the Account by the Influencer;

  6. termination of the Agreement by the Ordering Party as a result of the wrongful act or omission of the Influencer; 

  7. briefly preventing or hindering access to Hype Me due to the necessity to perform repair, maintenance or upgrade operations in Hype Me or its elements;

  8. defects, in particular legal defects in the Content;

  9. publication by the Influencer of illegal content infringing the rights of third parties – unless such damages result from the Ordering Party's actions

  1. Influencer is responsible for the performance of the Agreement on general principles applicable in Poland for liability, i.e. in the field of damnum emergens and lucrum cessans. Influencer is liable for damage caused by his own actions or omissions, as well as the actions of people he uses.

XI. HYPE ME OPERABILITY

  1. The Ordering Pary shall make every effort to ensure the proper functioning of Hype Me

  2. The Ordering Party undertakes to ensure the continuity of Hype Me in a calendar year to the fullest extent possible, but this does not include events and their consequences related to force majeure or actions on the part of the server provider

  3. To ensure higher quality of services and proper operation of Hype Me, the Ordering Party shall occasionally perform Hype Me maintenance or upgrade operations. Therefore, the Ordering Party reserves the right to interruptions in the services, which are necessary to perform technical work. 

XII. VIOLATION OF THE TERMS OF COOPERATION

  1. Irrespective of other remedies provided for in these Terms of Cooperation, violation of the Terms of Cooperation by the Influencer, in particular by acting to the detriment of the Ordering Party, may result, at the discretion of the Ordering Party, in the following consequences: (a) warning given to the Influencer by the Ordering Party; (b) blocking access to the Account; (c) deletion of the Account; and (f) preventing the Influencer from creating an Account once again.

  2. The Ordering Party shall notify the Influencer of deletion of the Account in an e-mail sent to the Influencer’s e-mail address provided when creating the Account, providing the reason for such deletion. 

XIII. SPECIAL PROVISIONS

  1. The Ordering Party is liable only for damages caused to the Influencer by willful misconduct, is not responsible for lost profits, and the Ordering Party's liability is limited - in relation to Influencers concluding a Agreement in the scope of business activity - always to PLN 1,000. 

  2. if any of the provisions of the Terms of Cooperation are contradictory or inaccurate, the Ordering Party shall have the right to make an interpretation of the Terms of Cooperation that shall be binding on the Influencer. If any of the provisions of these Terms of Cooperation turns out to be invalid in whole or in part, the remaining provisions shall remain in force. The remaining provisions of the Terms of Cooperation shall be interpreted in such a way that their legal force and economic effect are as close as possible to the invalid provisions in the manner indicated by the Ordering Party. 

XIV. AMENDMENTS TO THE TERMS OF COOPERATION

  1. The Ordering Party may amend these Terms of Cooperation for justified reasons. The reason for amending the Terms of Cooperation shall each time be notified as specified below. .

  2. Influencers having the Account shall be notified of amendments to the Terms of Cooperation in an e-mail sent 7 (seven) days before the new version of the Terms of Cooperation comes into force. If the Influencer does not terminate the Agreement and does not stop using Hype Me within this period of time, it shall be considered that they have accepted the amended version of the Terms of Cooperation without reservations. 

  3. Orders accepted by Influencer before the entry into force of amendments to the Terms of Cooperation are carried out in accordance with the existing content of the Terms of Cooperation. Amendments to the Terms of Cooperation may not infringe on the acquired rights of Influencer.

XV. FINAL PROVISIONS

  1. These Terms of Cooperation were drawn up in Polish and translated into other languages. In the event of any discrepancies between the Polish language version and the translations, the Polish version shall prevail.

  2. The law applicable to the obligations under the cooperation agreement, Agreement and these Terms of Cooperation will be Polish law (choice of law clause), and the competent court will be the Polish court (jurisdiction clause). Disputes between the Ordering Party and the Influencer shall be settled by a court having jurisdiction over the registered office of the Ordering Party.

  3. If the Ordering Party does not exercise the right or entitlement when able to do so, it will not prevent the right or entitlement from being exercised in the future. If the Ordering Party does exercise the right or entitlement, he may do so again in the same or in a different manner.

  4. The rights of the Ordering Party and the Influencer, as well as legal remedies under the cooperation agreement, Agreement and Terms of Cooperation are supplementary, and do not wave all other rights and claims.

  5. If any of the provisions of the cooperation agreement, Agreement and Terms of Cooperation turn out to be invalid, violating public order or unenforceable by the court competent for the appropriate jurisdiction, and it will be legally established after exhausting all available appeals, this provision will then be modified to the extent necessary to make it valid and enforceable. If such a provision cannot be modified in the above manner, it shall be deemed as removed from the cooperation agreement, Agreement or Terms of Cooperation in its entirety, and the remaining part shall remain in force.

  6. In matters not covered by these Terms of Cooperation the provisions of Polish law shall apply, in particular the Act of 23 April 1964 - Civil Code (Journal of Laws of 1964 No. 16 item 93 as amended). and the Act of 30 May 2014 on consumer rights (Journal of Laws from 2017, item 683).

  7. Any doubts arising from the interpretation of these Terms of Cooperation should be interpreted in a way that ensures compliance of these Terms of Cooperation with the mandatory provisions of law.

 

Effective date of the Terms of Cooperation: 01.07.2020

 

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