Definition
- "Account" means the account associated with
your email address.
- OMNES
Influencers, we, our, company or the
company or us means
OMNES Influencers LLC, incorporated in U.A.E. Sharjah under
Trade License No.
2008212.01.
-
User, you or your means
an individual, or agent, or company or legal entity who
visits or uses the Website and/or Services and/or purchase or
provide Influencer Services
through the Website either directly or through an agency or
agent or representative.
- Intellectual Property Rights means copyright
and related rights, moral rights,
trademarks and service marks, business names and domain names,
rights in get-up and
trade dress, goodwill and the right to sue for passing off or
unfair competition, rights in
designs, rights in computer software, database rights, rights to
use, and protect the
confidentiality of, confidential information (including the
Confidential Information, know-how
and trade secrets), performers property rights and all other
intellectual property rights, in
each case whether registered or unregistered and including all
applications and all similar or
equivalent rights or forms of protection which subsist or will
subsist now or in the future in
any part of the world.
- Personality Rights means the name, nickname,
voice, signature, autograph, likeness,
characteristic, still or moving image or picture or similar of
Influencer.
- Service (s) means offering Users the
possibility of finding Influencers to optimize and
generate marketing campaigns, and to match a User with an
Influencer.
- Payment means a payment/ amount paid by the
User for the provision of Influencer
Services under a User Contract.
- Influencer means a popular blogger, vloggers,
celebrities, social media personalities,
that offer and provides services through the Website.
- Influencer Services means all services
provided by an Influencer, including but not
limited to, generating, performing, managing, conducting
marketing and advertisement
campaign(s), and/or brand awareness.
- Influencer Agent: means the exclusive Influencer’s principal
and/ or legal representative.
- OMNES Services means all services provided by
us to you including Services as defined
in 1.6.
- User Contract means: (1) this User Agreement;
(2) the Code of Conduct as amended
from time to time; (3) any other contractual provisions accepted
by both the User and Influencer uploaded to the Website, to the
extent not inconsistent with the User Agreement
and the Code of Conduct.
- “Content” means any and all content or materials in any media
created by the Influencer or
provided by the User arising as a result of the performance of
the Influencer Services under
this User Agreement, including any content to be posted on the
relevant social channels.
- Website means the Websites operated by OMNES
Influencers LLC and available at:
www.omnesinfluencers.com and any of its regional or other
domains or properties, and any
related service, tool or application, specifically including
mobile web, any iOS App and any
Android App, or other access mechanism.
Introduction
By accessing the Website, you agree to the following terms with OMNES
Influencers.
We may amend this User Agreement and any linked information from
time to time by posting amended terms on the Website, without notice
to you.
The Website is an online venue where User buys Influencer Services.
User and Influencer must register for an Account in order to buy or
sell Influencer Services. The Website enables Users to work together
online to complete and pay for Influencer Services.
We are not a party to any contractual agreements between User and
Influencer (s) and/ or their agents in the online venue, we merely
facilitate connections and Payments between the parties. We may,
from time to time, and without notice, change or add to the Website
or the information, products or services described in it. However,
we do not undertake to keep the Website updated. We are not liable
to you or anyone else if any error occurs in the information on the
Website or if that information is not current.
General
- Before using the Website, you must read the whole User
Agreement, the Website policies and all linked information.
- You must read and accept all of the terms in, and linked to,
this User Agreement, the Code of Conduct, the OMNES Influencers
Privacy Policy and
all Website policies. By accepting this User Agreement as you
access our Website, you agree that this User Agreement will
apply whenever you use the Website, or when you use the tools,
we make available to interact with the Website.
- You will not use the Website if you:
- are not able to form legally binding contracts;
- are under the age of 18;
- a person barred from receiving and rendering services under
the laws of UAE or
another applicable jurisdiction;
- are suspended from using the Website; or
- do not hold a valid email address.
- Do not hold a valid trade license (if applicable)
- All user accounts are associated with individuals. Login
credentials should not be shared by
users with others. The individual associated with the account
will be held responsible for all
actions taken by the account, without limitation.
- Users may be using the Website or OMNES Services on behalf of a
company in this case
User undertakes and adheres that he/she/ they holds the legal
rights, powers and
authorities to legally represent the company , and this User
Agreement is a contract with the
User as an individual and/or legal representative of the
company. We have the right to
request any documentation to verify the relation between the
individual and the company.
- We may, at our absolute discretion, refuse to register any
person or entity as a User.
- We may, at our absolute discretion, refuse to list any
Influencer or Influencer Agent.
- You cannot transfer or assign any rights or obligations you have
under this agreement
without our prior written consent.
- You acknowledge and agree that in the event that a dispute
arises between you and another
User in relation to any Service (s) that you will first attempt
to resolve any differences that you
have in relation to such Service including in relation to the
quality of the Influencer Services
provided.
- If you continue to have any difficulties or problems in relation
to a dispute with another User
in relation to a Service, we encourage you to contact us on info@omnesmedia.com.
User and Influencer Code of Conduct
While using the Website, you will not attempt to or otherwise do any
of the following:
- post content or items in inappropriate categories or areas on
our Websites;
- infringe any laws, third party rights or our policies;
- fail to deliver payment for services delivered to you;
- fail to deliver Influencer Services purchased from you;
- circumvent or manipulate our fee structure, the billing process,
or fees owed to OMNES
Influencer;
- post false, inaccurate, misleading, deceptive, defamatory or
offensive content (including
personal information);
- take any action that may undermine the feedback or reputation
systems (such as displaying,
importing or exporting feedback information or using it for
purposes unrelated to the
Website);
- transfer your OMNES Influencers account (including feedback) and
Username to another
party without our consent;
- distribute or post spam, unsolicited, or bulk electronic
communications, chain letters, or
pyramid schemes;
- distribute viruses or any other technologies that may harm OMNES
Influencers , the
Website, or the interests or property of OMNES Influencers users
(including their Intellectual
Property Rights, privacy and publicity rights) or is unlawful,
threatening, abusive, defamatory,
invasive of privacy, vulgar, obscene, profane or which may
harass or cause distress or
inconvenience to, or incite hatred of, any person;
- download and aggregate listings from our Website for display
with listings from other
websites without our express written permission, "frame",
"mirror" or otherwise incorporate
any part of the Website into any other website without our prior
written authorization;
- attempt to modify, translate, adapt, edit, decompile,
disassemble, or reverse engineer any
software programs used by us in connection with the Website;
- copy, modify or distribute rights or content from the Website or
OMNES Influencers
copyrights and trademarks; or
- harvest or otherwise collect information about Users, including
email addresses, without their
consent, and our consent;
- use OMNES Influencers to facilitate money exchange including,
but not limited to,
cryptocurrency (e.g. bitcoin, Ethereum, etc).
- In addition to the points mentioned in this section, Influencer
(s) shall also be subject to
further rules available on Code of
Conduct
Ownership and Use of Content, Materials and Personality
Rights
- As part of the Services, the Content and the Personality Rights
may be featured in videos,
photographs, or other content created by User or Influencers or
their agents in connection
with the Service or Influencer Services (collectively, the
"Materials").
- Unless agreed otherwise, Influencer assigns to User absolutely
with full title guarantee all
their right, title and interest in and to (by way of present
assignment of future copyright) the
Content and the Materials.
- Unless agreed otherwise, Influencer irrevocably grants to User
their consent to make the
fullest use of the Content and the Materials, and any extracts
from the same, in all media
worldwide. Influencer recognizes that User has the unlimited
right to edit, copy, alter, add
to, take from, adapt and translate the Content and the
Materials, in whole or in part, and/or
in conjunction with any other materials, and to prepare and use
derivative works therefrom
without reference to Influencer or any additional compensation.
Influencer hereby
irrevocably and unconditionally waives the benefit of their
moral rights of the Content in
favour of User.
- Influencer shall not, without User's prior written consent,
incorporate or use, in the provision
of the Influencer Services and/or the Content, any third party's
idea, concept, work, report,
product or other confidential information.
- For the purpose of facilitating and providing the Service
through the Website, Influencer
grants us a worldwide, perpetual, irrevocable, royalty-free,
authorization (through multipletiers) right to publicly publish
her/ his information, image, photos, videos, Content,
Materials on the Website or other media channels.
- You acknowledge that you transfer copyright of any feedback,
reputation or reviews you
leave consisting of comments and any rating(s) (e.g. quality,
communication etc.) together
with any composite rating by us. You acknowledge that such
feedback, reputation and
reviews belong solely to us, notwithstanding that we permit you
to use it on our Website
while you remain a User. You must not use, or deal with, such
feedback, reputation and
reviews in any way inconsistent with our policies as posted on
the Website from time to time
without our prior written permission.
- For the purpose of facilitating and providing the Service
through the Website, you grant us a
worldwide, perpetual, irrevocable, royalty-free, sublicensable
(through multiple tiers) right to
exercise any and all Intellectual Property Rights, publicity,
and database rights , you have in
the Content and Materials, in any media known now or in the
future.
Data Protection and Privacy
- You ensure that you comply with the requirements of all
legislation and regulatory
requirements in force from time to time relating to the use of
personal data.
- We collect and process your personal data as data controller for
legal, personnel,
administrative and management purposes in connection with the
Services provided through
the Website.
- We use your information as described in the Privacy
Policy If you
object to your information being transferred or used in this way
then you must not use our
Services. For the avoidance of doubt, your name and personal
details shall be used for
identity purposes in the normal course of conducting business in
this online marketplace.
This may include on invoices and purchase orders including but
not limited to between
transacting parties, including those automatically generated on
accepting and payment.
Fee
- We charge fees/ commission for our Services; the fee/ commission
is calculated on a
percentage basis of the Payment. Additionally, we charge
memberships fee or membership
subscription fee for subscribing to the Website and avail the
Services. We reserve the right,
at our discretion, to change the fee at any time without prior
notice.
- All User (s) may be subject to pay subscriptions fees determined
by the Website from time
to time, such fee could be paid annually or monthly as we decide
at our own discretion.
Payments
We provide a Service on this Website which allows controlled Payments
to be made with respect to
an Influencer Service. We are merely a facilitator of Payment, and
we shall not be liable for delay,
non-occurrence, deduction of any amount due from User to Influencer
as a result of using the
Influencer Services.
- Subject to the User Contract, the User can make the Payment,
which will be locked from the
User’s Account and cannot be claimed by the Influencer or
credited to his/her account
unless the occurrence of any of the following conditions:
- User and Influencer agree that the Payment can be claimed by the
Influencer;
- User instructs us to pay an Influencer for Influencer Services
performed by the
Influencer;
- User acknowledges that the Influencer has completed the
influencer services fully and
satisfactory.
- User does not take any action for 14 days from the date of an
Influence’s payment
release request, in which case Influencer and User agree that we
are authorized and
irrevocably instructed to immediately release to Influencer the
amount / Payment
agreed between User and Influencer.
- Influencer cancels the User Contract before Payment has been
released to Influencer,
in which case the Payment are to be returned to the User,
provided in this case we
shall be entitled to deduct our fee even if the Influencer
Service was not rendered.
- User and Influencer have submitted joint written instructions
for the release of Payment.
- User and Influencer agree to cancel the contract without the
release of Payment, in
which case the Payment is to be returned to the User. In this
case, we shall be entitled
to deduct our fee even if the Influencer Service was not
rendered.
- Issuance of the final order of a court of competent jurisdiction
from which appeal is not
taken, in which case the Payment will be released in accordance
with such order.
Taxes
You are responsible for paying any taxes, including any services or
value added taxes, which may
be applicable depending on the jurisdiction of the services
provided, these taxes will be added to
fees billed to you, if applicable. All of our payable fees shall be
excluding any applicable taxes,
official charges, official fee of any kind.
You acknowledge that you must comply with your obligations under
income tax provisions in your
jurisdiction.
Your Identity
You authorise us, directly or through third parties, to make any
inquiries we consider necessary to
validate your identity. You must, at our request: (1) provide
further information to us, which may
include your date of birth and or other information that will allow
us to reasonably identify you; (2)
take steps to confirm ownership of your email address or financial
instruments; or (3) verify your
information against third party databases or through other
sources.
You must also, at our request, provide copies of identification
documents (such as your passport or
ID, driver's license). We may also ask you to provide photographic
identification holding your
identification together with a sign with a code that we provide as
an additional identity verification
step. We also reserve the right to request a video interview with
you to validate this information, your
identity, your background and your skills.
We reserve the right to close, suspend, or limit access to your
Account, the Website and/or OMNES
Services in the event we are unable to obtain or verify to our
satisfaction the information which we
request under this section.
We reserve the right to update your particulars on the Website in
order to match any identity
documentation that has been provided. Disbursements such as wire
transfers from the Website may
only be made to the beneficiary matching your provided identity
documents and account information.
If you are not OMNES Influencers verified you may not be able to
withdraw payment from your
OMNES Influencers Account, and other restrictions may apply.
Right to Refuse Service
We may close, suspend or limit your access to your Account without
reason. Without limiting the
foregoing, we may close, suspend or limit your access to your
Account:
- if we determine that you have breached, or are acting in breach of
this User Agreement;
- if we determine that you have infringed legal rights (resulting in
actual or potential claims),
including infringing Intellectual Property Rights;
- if we determine that you have engaged, or are engaging, in
fraudulent, or illegal activities;
- you do not respond to account verification requests;
- you do not complete account verification when requested within 3
months of the date of request;
- you are the subject of a United Nations, Australian, EU, USA or
other applicable sanctions
regime, or our banking and payment relationships otherwise preclude
us from conducting
business with you;
- to manage any risk of loss to us, a User, or any other person; or
- for other reasons.
If we close your Account due to your breach of this User Agreement,
you may also become liable for
certain fees as described in this User Agreement.
Without limiting our other remedies, to the extent you have breached
this User Agreement, you must
pay us all fees owed to us and reimburse us for all losses and costs
(including any and all of our employee time) and reasonable expenses
(including legal fees) related to investigating such breach
and collecting such fees.
You acknowledge and agree that: (1) the damages that we will sustain
as a result of your breach of
this User Agreement will be substantial and will potentially include
(without limitation) fines and other
related expenses imposed on us by our payment processors and Users
and that those damages
may be extremely difficult and impracticable to ascertain; (2) if
you breach this User Agreement, we
may fine you up to $ 1,000 for each breach and/or we may take legal
action against you to recover
losses that are in excess of the fine amount; (3) a fine of up to $
1,000 is a presently reasonable pre-
estimate or minimum estimate of our damages, considering all
currently existing circumstances,
including (without limitation) the relationship of the sum to the
range of harm to us that reasonably
could be anticipated and the anticipation that proof of actual
damages may be impractical or
extremely difficult; and (4) we may release the entire (or part of
the) amount of the fine from your
Account to us.
If we deactivate your Account for a reason other than as a result of
your breach of this User
Agreement, unless as otherwise specified in this User Agreement, you
will be entitled to receive any
payment due from us to you.
In the event that we deactivate your Account, you will have no claim
whatsoever against us in
respect of any such suspension or termination of your Account.
Closing Your Account
You may deactivate or close your Account at any time. The option is
located in
the info@omnesmedia.com
Account closure is subject to:
- not having any outstanding listings on the Website;
- resolving any outstanding matters (such as a suspension or
restriction on your Account); and
- paying any outstanding fees or amounts owing on the Account.
We may retain some of your personal information to satisfy regulatory
requirements and our own
external obligations. Closing your account does not necessarily
delete or remove all of the
information we hold.
Hyperlinks
The Website may contain hyperlinks that allow the User to access
platforms or websites of third
parties. We do not assume any responsibility for the content,
information or services that may
appear on these platforms, which shall be understood to be offered
exclusively by us for
information purposes, and which in no case imply any relationship,
acceptance or endorsement
between us and the persons or entities holding such content or
owners of the sites where they are
located.
Indemnity
You will defend, indemnify, and hold us harmless from and against any
claims, damages, costs,
losses and liabilities of whatsoever kind or nature (including
reasonable legal costs and expenses)
arising out of, or in connection with the breach of this Agreement,
or your infringement of any law or
the rights of a third party in the course of using the Website and
OMNES Services.
No Warranty
Our Services, the Website and all content on it are provided on an
'as is', and 'as available' basis
and without warranties of any kind either express or implied.
Without limiting the foregoing, we make
no representation or warranty about:
- the Website or any Influencer Services;
- the accuracy, reliability, Quality, availability, performance,
veracity, timeliness or content of the
Website or any Influencer Services or OMNES Services;
- whether the Website or Influencer Services OMNES Services will
be up-to-date, uninterrupted,
secure, error-free or non-misleading;
- whether defects in the Website will be corrected;
- any third-party agreements or any guarantee of business gained
by you through the Website,
Influencer Services or OMNES Services or us.
Limitation of Liability
To every extent permitted by law, we specifically disclaim any
implied warranties of title,
merchantability, fitness for a particular purpose, quality,
suitability and non-infringement.
Subject to the limitations set out in these terms and conditions and
to the extent permitted by law,
neither we nor any of our officers, directors, employees,
representatives, subsidiaries, affiliated
companies, distributors, affiliate (distribution) partners,
licensees, agents or others involved in
creating, sponsoring, promoting, or otherwise making available the
Website and its contents shall
be liable for (i) any punitive, special, indirect or consequential
loss or damages, any loss of
production, loss of profit, loss of revenue, loss of contract, loss
of or damage to goodwill or
reputation, loss of claim, (ii) any inaccuracy relating to the
(descriptive) information (including rates,
availability and ratings) of the Influencer, User or third party
(iii) the services rendered or the
products offered by the Influencer, User or other business partners
or third party using our Website,
(iv) any (direct, indirect, consequential or punitive) damages,
losses or costs suffered, incurred or
paid by you, pursuant to, arising out of or in connection with the
use, inability to use or delay of our
Website, or (v) any (personal) injury, death, property damage, or
other (direct, indirect, special,
consequential or punitive) damages, losses or costs suffered,
incurred or paid by you, whether due to (legal) acts, errors,
breaches, (gross) negligence, willful misconduct, omissions,
non-performance,
misrepresentations, tort or strict liability by or (wholly or
partly) attributable to the Influencer, User,
provider or any of our other business partners (including any of
their employees, directors, officers,
agents, representatives, subcontractors or affiliated companies)
whose products or service are
(directly or indirectly) made available, offered or promoted on or
through the Website , including any
(partial) cancellation, force majeure or any other event beyond our
control.
Severability
The provisions of this User Agreement are severable, and if any
provision of this User Agreement is
held to be invalid or unenforceable, such provision may be removed
and the remaining provisions
will be enforced. This Agreement may be assigned by us to an
associated entity at any time, or to a
third party without your consent in the event of a sale or other
transfer of some or all of our assets. In
the event of any sale or transfer you will remain bound by this User
Agreement.
No Waiver
Our failure to act with respect to an anticipated or actual breach by
you or others does not waive our
right to act with respect to subsequent or similar breaches. Nothing
in this section shall exclude or
restrict your liability arising out of fraud or fraudulent
misrepresentation.
Communications
You consent to receive notices and information from us in respect of
the Website and Services by
electronic communication. You may withdraw this consent at any time,
but if you do so we may
choose to suspend or close your Account.
Termination, Cancelation and Suspension
We reserves to the greatest extent possible all rights, without
limiting any other remedies, to limit,
suspend or terminate our Service(s) and or user account(s), suspend
or ban access to our services,
remove any content, and to take any and all technical or legal steps
to ban users.
Without limiting the reasons for taking the aforementioned actions,
conduct giving rise to this
response could include:
- use of our services for any illegitimate or non bona fide
purpose
- creating problems with other users or potential legal
liabilities
- infringing the intellectual property rights of third parties
- acting inconsistently with the letter or spirit of any of our
policies
- abuse of any staff members including inappropriate or
unreasonable communications
- abuse or poor performance of Influencer Services
- any attempt to use the Website or Services for any objectionable
purpose.
Agent Influencer relationship
When an agent is acting as principal on behalf of Influencer, or when
an Influencer is
represented by an Influencer Agent as defined in 1.10, we shall have
the right to verify the
relationship between the Influencers and Influencer Agent by any way
or any means. Therefore,
Influencer Agent grants us an irrevocable authorization to
communicate with the Influencer(s)
and request any document (s) to verify the relationship.
Furthermore, we will have the right, and
the absolute discretion, as we deem appropriate, to refuse to
associate any Influencer with
Influencer Agent, or accept their listing on the Website. However,
When we accept to list and
associate an Influencer with Influencer Agent, the Influencer
confirms that Influencer Agent shall
be the legal representative of Influencer and act on his/ her behalf
for any action on the Website,
that includes, but not limited to, communicating with User, submit,
contract, propose, accept,
reject, amend, negotiate, deny and ignore Influencer Services, and
receive, release, negotiate,
and request Payment.
The Influencer Agent shall be responsible to cause the Influencer to
accept the User Contract, abide
by it and comply with it is content. The Influencer Agent shall also
be jointly liable with the Influencer
for the fulfilments of the Influencers’ obligations under the User
Contract.
Choice of Law:
Agreement and any non-contractual obligations arising out of or in
connection with it are governed
by English law. The courts of the Dubai International Financial
Centre have exclusive jurisdiction to
settle any Dispute.