Turbine reserves the right to change and/or alter all or certain functions in and to the Platform in any way it deems appropriate, and may subject to its sole discretion choose to notify YOU through the email address you have registered with Turbine upon signing up to the Platform. Turbine may also choose to cancel any Account (whether a Brand Owner’s Account or an Influencer’s Account) that YOU might have setup through the Platform (later “Account”) without any notice and always subject to Turbine’s absolute discretion.
Turbine makes no representations that the Platform or any element thereof is appropriate or available for use in all locations, or for YOUR specific business needs or requirements. YOU are responsible for ensuring that YOUR computer or mobile device is compatible with the Platform and meets all required technical specifications.
II. HOW IS THE PLATFORM DESIGNED TO BE USED
The Platform is designed to allow brand owning businesses (the “Brand Owners”) to create social media based advertisements and advertising campaigns through building [http://www.turbine.media/campaigns/create] and through direct interaction between Brand Owners and influencers subscribing to the Platform (the “Influencers”). Influencers are categorized (based on the strength of their profiles over mainstream social media networks) by degree of influence a per the criteria determined by Turbine from time to time. Influencers can through the Platform respond and interact with the Brand Owners subject to terms hereinafter presented.
YOU are hereby made aware that Turbine will not moderate, manage, or clear rights in or to the content provided by the Influencers or by the Brand Owners (as the case may be). Turbine accepts no liability for the legality, validity, accuracy or suitability of any content provided by Influencers or Brand Owners. YOU agree that Turbine is not responsible for, and does not endorse, any content posted using the Platform (the “Content”). If YOU post, copy, distribute, edit, modify, or use in any manner any Content without adequate license granted to YOU by the right holders, YOU shall bear full legal responsibility for such action. If YOU have a question or concern about a content posted on the Platform, YOU shall directly communicate with the right holders. YOU agree and acknowledge Turbine is under no obligation to facilitate such communication with the right holders, however Turbine may subject to its absolute discretion, communicate such a request to the right holders (if known to Turbine) with no warranties that YOUR request will be delivered, communicated, or attended to by the right holders.
YOU are solely responsible for YOUR interaction with other users of the Platform. YOU agree that Turbine is not responsible for the conduct of any user including YOURs. YOU hereby exempt Turbine from any such responsibility to the maximum extent permitted by law.
III. GENERAL CONDITIONS FOR ACCESSING AND USING THE PLATFORM
Turbine shall always have the discretionary power to refuse and/or cancel any registration or signup request of any Account created by YOU (whether You are an Influencers, Brand Owners or other).
IV. Turbine shall at any time and subject to its absolute discretion have the right to cancel YOUR Account and to immediately block/terminate YOUR access to the Platform, if Turbine subject to its sole discretion has reasons to believe that YOUR Account is being created and/or used, whether by a YOU or by any third party (including use made by any automated software and/or other mechanical and/or electronic means), for the purpose of tampering the Platform (or any element thereof) in any way, or in connection to any unlawful, unethical, unsportsmanlike or other misconduct.
V. INFLUENCERS-SPECIFIC CONDITIONS
A. Influencer Eligibility To Create An Account Using The Platform
To be eligible to create an Influencer’s Account on the Platform (the “Influencer’s Account”) [ONLY ONE PER INFLUENCER], YOU must throughout the time during which YOU hold and maintain an active Influencer’s Account (the “Term of Engagement”) enjoy and maintain the hereunder presented criteria combined:
1. YOU must subject to YOUR domicile law be a consenting adult with unrestricted ability to form and bear obligations and liability. In the event that YOU do not enjoy the above criteria the written consent of YOUR parent or legal guardian, will be required to create an Influencer’s Account;
2. YOU must have and throughout the Term of Engagement maintain a number followers on any of the approved social media websites (later “ASMP”). `such number to be set by Turbine and subject to its discretion. Depending on YOUR number of followers Turbine may categorize your influence level on the Platform;
3. YOU must not do or attempt to endorse, encourage, or associate YOURSELF with any illegal activities, unethical behavior, or have at any point in the past have endorsed, encouraged, or associated YOURSELF with any illegal or unethical material, matters and/or activities.
4. YOU must connect and maintain connection to the Platform through YOUR Accounts on the “ASMP” s.
B. Approving a Post
Once an Influencer receives through the Platform a notification of a new business brief whether related to a single advertisement of a campaign from a Brand Owner (the “Brief”), the Influencer shall check the Brief, create a “Post(s) and send it to the Brand Owner who initiated the Brief for approval. Once the Post(s) made by the Influencer is/are approved by the Brand Owner initiating the Brief [the “Approved Post(s)”], the Influencer shall publish the Approved Post(s) at her/his Accounts over the ASMPs. The Influencer shall not alter or modify an Approved Post(s) unless otherwise advised by Turbine.
All Post(s) must:
Post(s) which do not comply with the above conditions may be not approved or later removed from the Platform at Turbine’s absolute discretion.
C. Influencers’ Compensations
Influencers agree and acknowledge that:
The Brand Owner sending the Brief to which the Influencer has responded with a Post or their representatives (as the case may be), AND NOT TURBINE, will be solely liable for payment of the APF for the relevant Approved Post. For the avoidance of doubt, Turbine shall only use its reasonable endeavors to facilitate such payment on behalf of the Brand Owner and, while Turbine may remit payment to the Influencer directly to the bank or PayPal account details provided by Influencer, Turbine will under no circumstances be liable for the payment of any APF. Influencers using the Platform to publish Post(s) agree that they will not at any time pursue any actions, legal or otherwise, against Turbine for any non-payment by Brand Owners, and that their only remedy will be in taking action against the Brand Owner defaulting on the payment(s) of any APF.
VI. BRAND OWNERS-SPECIFIC CONDITIONS
A. Creating an account and communicating a Brief
Brand Owners may create a Brand Owner’s account (the “Brand Owner Account”) by filing in the Brand Owner consent form [the “BOC FORM” (http://www.turbine.media/advertisers/register)], where Brand Owners or Brand Owner’s representatives (as the case may be) are required to provide details of their full name, email address, telephone number, capacity, and the name and address details of the entity they are representing (whenever applicable), in addition to any other details and supporting documents requested by Turbine from time to time. Brand Owners will not be charged to create a Brand Owner Account. Brand Owners will only be charged upon their approval to a Post(s), issues in response to their Brief. In doing so, persons and entities requesting or attempting the creation of a Brand Owner Account are doing so at their own risk and liability, and shall perpetually indemnify and keep Turbine and its directors, employees, agents and representatives indemnified against all and any third-party claims in connection to YOUR use of the Platform. In the event Turbine receives any notice from any third party alleging any rights in connection to the brand(s) that a Brand Owner created a Brand Owner Account, Turbine shall have the right to immediately suspend or terminate the Brand Owners Account WITHOUT ANY NOTICE, and if required by law or by a court order to share and dispose any information in relation to a Brand Owners Account presented by Brand Owner upon applying to create a Brand Owner Account or later throughout the Term of Engagement. Turbine reserves its right to perpetually deny access to any person or entity misrepresenting its connection to another person’s brand(s).
Once YOUR Brand Owner Account is approved and created by Turbine, YOU will have the ability to search for Influencers, access their profiles, and to send them an advertisement or campaign Brief. The Brief must be filled and communicated to the Influencers through Platform and/or Application. After filing the Brief for YOUR campaign, you may communicate the Brief to the desired Influencer through Platform and/or Application.
Once YOU are notified a Post was made to YOUR Brief, YOU can check the Post and either
reject it, or
Once confirmed by YOU, the Influencer will receive a Post(s) approval notification and the Influencer will implement the campaign subject to the Post as finally approved by the Bran Owner. Turbine may, at its sole discretion, apply a minimum spend for Brand Owners Account. In such an event Brand Owners will be notified in writing of any such minimum spend.
You shall remit to Turbine the APF subject to the hereunder Payment Terms.
B. Payment Terms for Approved Post(s)
Brand Owners acknowledge and hereby agree to:
C. Brand Owner Warranties and Acknowledgements
Brand Owners shall pay all due APFs within a maximum period of 30 calendar days from YOUR approval to the Post(s) proposed by the Influencer.
Persons (such as “Media Agents”) effecting any payments to Turbine on behalf of the Brand Owners have to be duly authorized by the Brand Owners and shall not attempt to pay, any charges through any fraudulent or unlawful means.
If a Brand Owner fails to pay any charges or Turbine was unable to successfully process any due payment(s) of any charges within the timeframe required (as applicable), Turbine shall have the right to charge a late payment fee calculated at a rate of ten percent (9%) per annum. Turbine shall also have the right to delete the Brand Owners Account and to suspend the publishing of any Approved Paot(s).
Brand Owners hereby warrant and acknowledge that:
Brand Owners will not negotiate terms or payment directly with Influencers in connection to Post(s), otherwise Turbine shall not with standing any other remedies that Turbine might by contract law or tort enjoy, have the right to terminate the Brand Owner Account with immediate effect.
Brand Owners further warrant that:
They will not engage nor facilitate misrepresentation or suggestion that a brand or other intellectual property right used in a Post(s) or uploaded to the Platform has the approval or sponsorship of any other entity which the Brand or entity does not have; and
All and any content or material used in a Post(s) or uploaded to the Platform does not contain any representations or material which are (or ought reasonably to have known or suspected) to be misleading, false or deceptive.
Brand Owners agrees that Turbine is not responsible for any aspect of the material and content to be reviewed, shared, sponsored or advertised by Influencers, and acknowledges and agrees that Turbine shall in no event be responsible or liable for the content of any Post(s).
Brand Owners acknowledge that Influencers are independent third parties and not directly controlled by Turbine. As a consequence, any Post(s) will inherently risk negative or unflattering comments about the brand, products or services of the Brand Owner. Brand Owners specifically acknowledges and agrees that Turbine has no control over any Post(s) that may be published and that the Brand Owners are solely responsible (and assumes all liability and risk) for determining the appropriateness and suitability of such Post(s).
Turbine has not and will not make any warranties in respect of the success of any of the Post(s) and its impact on the Brand Owner’s business or commercial performance of any Post(s).
Neither the Influencer nor Turbine is required to purchase any of the products or services;
Brand Owners may, in their sole discretion, arrange to send Influencer(s) a sample product. Influencer may request a Brand to send a sample product, but Brand is under no obligation to do so, and that Turbine will not be responsible or liable in any way for late delivery or non-arrival or any products sent from a Brand Owners to an Influencers. Address provided by Influencer through the Platform is not verified by Turbine. If a Brand Owner sends a sample product to an Influencer, there is no guarantee that a Post will be approved or published.
VII. INTELLECTUAL PROPERTY
YOU hereby acknowledge and agree:
All right, title and interest in all Intellectual Property Rights in all of the Turbine’s brands, logos, images, buttons, codes, layout, text, content and products and services as displayed on the Platform (Turbine’s IP”) are the property of Turbine and will remain or be vested in Turbine at all times. The use of the Platform by either a Brand Owner or by an Influencer will not under any circumstances constitute a transfer, assignment or grant of any ownership rights in any of the Turbine’s IP or the Platform. Turbine, on a case by case basis and to the extent required, grants to you a limited, non-exclusive license to use the Turbine’s IP solely for the purpose, and to the extent necessary, to enable you to use the Platform.
Brand Owners shall not acquire any ownership rights in the Intellectual Property Rights in the Post(s) or the Influencer’s Identity;
Influencers shall not acquire any ownership rights in the Intellectual Property Rights of the Brand; and Influencers further acknowledge and agree that:
All right, title and interest and copyrights in and to the Post(s), shall unless otherwise agreed between you YOU and Turbine shall as of creation automatically vest and remain vested in Turbine. In the event that such rights do not automatically vest in Turbine, YOU agree to grant in respect to the copyright and to each and every approved Post and in respect of all a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable license to use the Post(s), without further notification to or consent or any further compensation payable to the YOU; the above shall without limitation include Turbine’s right to use Influencer’s identity and performances in the Post(s) and to communicate such performance as well as the Post(s) as a whole or any part thereof to the public in all languages, and media including but not limited to any and all:
online paid media (including but not limited to digital banners); in
online owned media (including but not limited to the Platform and Application);
all social media platforms (whether or not owned/controlled by Turbine or not)
digital, print, and/or other media platforms
Brand Owners hereby grant to Turbine (and its agents), in respect of all Content uploaded to the Platform:
1.a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable license to use the Content for the purpose of marketing and promoting Turbine (and its products and services) in any manner, without further notification to or consent of the Brand or any compensation payable to the Brand; and
Brand Owners further acknowledges and agrees that the license to use the Content shall only commence upon payment of the APF, and Brand Owners shall not be entitled to use any Content or anything similar to the Content in any way outside of the Platform unless and until it has paid the relevant APF
“Content” means a Post(s) or any other content uploaded to the Platform by a Brand Owner or an Influencer.
“Intellectual Property Rights” means all present or future intellectual property rights of whatever nature anywhere in the world including, but not limited to, rights in respect of or in connection with copyright, inventions (including patents), trademarks, service marks, trade names, domain names, designs, any rights in silicon chip topography, Confidential Information and Know-How and similar industrial, commercial and intellectual property rights, whether or not registered or registrable, and includes the right to apply for the registration of such rights, and whether existing in Australia or otherwise.
VIII. GENERAL REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS (APPLICABLE TO ALL USERS)
YOU warrant, represent and covenant that:
all information you provide to Turbine upon registering for an Account is true, accurate and complete and not misleading;
any content you submit to the Platform will not contain anything that;
is illegal or contrary to any laws, applicable industry code or the requirements or directions or relevant regulators;
is copied or adapted either wholly or substantially from any other work or material;
is indecent, obscene, threatening, discriminatory, harassing, in breach of any confidence, defamatory, offensive or objectionable or contains, depicts or alludes to or promotes aggressive, unruly, antisocial, lewd or illegal behaviour or sexually suggestive imagery;
parodies, disparages or makes fun of Turbine or its products of services or Turbine generally in any way;
solicits passwords or personal information for commercial or unlawful purposes or provides any telephone numbers, street addresses, last names, URLs or email addresses (unless part of a Campaign);
promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated materials;
involves the transmission of junk mail, chain letters, unsolicited mass mailing or spam; or
Infringes the privacy rights, contract rights or other rights (including Intellectual Property Rights) of any person, corporation or entity.
YOU agree to indemnify, to defend and hold harmless, Turbine and its directors, employees, agents, and representatives from and against any claims, liabilities, damages, losses and expenses (including reasonable legal fees) arising out of or in any way connected with any of the following (including as a result of YOUR direct activities on the Platform):
YOUR access to the Platform;
YOUR claim against a user of the Platform for any reason;
any claim or allegation that YOUR content infringes a third party’s rights, including Intellectual Property Rights.
YOUR violation of any applicable laws, rules or regulations; and
any misrepresentation made by you.
X. LIMITATION OF LIABILITY
By using the Platform, YOU may be exposed to content that is harmful, obscene, misleading or inaccurate. YOU agree that Turbine will under no circumstances be liable in any way for any content, including but not limited to any errors or omissions in such content or any loss or damage of any kind incurred as a result of any use of content posted, transmitted or otherwise made available via the Platform.
XI. GENERAL TERMS
If the Platform is not capable of running as planned for any reason beyond the reasonable control of Turbine, including because of war, terrorism, state of emergency or disaster (including natural disaster), infection by computer virus, bugs, tampering, unauthorized intervention, technical failures or any which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Platform, or if any social media Platform alters its terms of service, access or permission in such a way that affects the Platform, Turbine reserves the right, in its absolute discretion, to cancel, terminate, modify or suspend the Platform.
No additional or other terms and conditions may be imposed on Turbine unless agreed by Turbine in writing.
If you are using the Platform on behalf of a legal entity, you represent that you are fully authorized to enter into an agreement on behalf of that legal entity.
CONTACT AND HELP DETAILS
Address: AstroLabs - Cluster R Parkside-Retail JLT
Dubai - UAE
M +971 52 1243322
“Account” means a Brand Owner Account or an Influencer Account;
“Application” means the Turbine App available for download via https://itunes.apple.com/ae/app/turbine-media/id1273511940?mt=8
“Influencer’s Identity” means the name, image, likeness, character and online persona of the Influencer.
“Media Agency” means an authorized third party organization acting on behalf of a Brand or Brands, including public relations, media, creative, design and digital agencies;
“Post(s)” means a social media post created by an Influencer to be shared with the Influencer’s Community via the Influencer’s Platform.
Any dispute or claim arising out of or in connection with this website shall be governed and construed in accordance with the laws of UAE.