1. Definition

1. "Account" means the account associated with your email address.
2. 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.
3. 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.
4. 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.
5. Personality Rights means the name, nickname, voice, signature, autograph, likeness, characteristic, still or moving image or picture or similar of Influencer.
6. Service (s) means offering Users the possibility of finding Influencers to optimize and generate marketing campaigns, and to match a User with an Influencer.
7. Payment means a payment/ amount paid by the User for the provision of Influencer Services under a User Contract.
8. Influencer  means a popular blogger, vloggers, celebrities, social media personalities, that offer and provides services through the Website.
9. 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.
10. Influencer Agent: means the exclusive Influencer’s principal and/ or legal representative.
11. OMNES Services means all services provided by us to you including Services as defined in 1.6.
12. 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.
13. “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.
14. 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.

2. 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.

3. General

1. Omnes Influencers LLC maintains the www.omnesinfluencers.com Website ("Site").
2. Before using the Website, you must read the whole User Agreement, the Website policies and all linked information.
3. 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.
4. You will not use the Website if you:
   1. are not able to form legally binding contracts;
   2. are under the age of 18;
   3. a person barred from receiving and rendering services under the laws of UAE or another applicable jurisdiction;
   4. are suspended from using the Website; or
   5. do not hold a valid email address.
   6. Do not hold a valid trade license (if applicable)
5. 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.
6. 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.
7. We may, at our absolute discretion, refuse to register any person or entity as a User.
8. We may, at our absolute discretion, refuse to list any Influencer or Influencer Agent.
9. You cannot transfer or assign any rights or obligations you have under this agreement without our prior written consent.
10. 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.
11. 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@omnesinfluencers.com.

4. User and Influencer Code of Conduct

While using the Website, you will not attempt to or otherwise do any of the following:

1. post content or items in inappropriate categories or areas on our Websites;
2. infringe any laws, third party rights or our policies;
3. fail to deliver payment for services delivered to you;
4. fail to deliver Influencer Services purchased from you;
5. circumvent or manipulate our fee structure, the billing process, or fees owed to OMNES Influencer;
6. post false, inaccurate, misleading, deceptive, defamatory or offensive content (including personal information);
7. 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);
8. transfer your OMNES Influencers account (including feedback) and Username to another party without our consent;
9. distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes;
10. 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;
11. 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;
12. attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by us in connection with the Website;
13. copy, modify or distribute rights or content from the Website or OMNES Influencers copyrights and trademarks; or
14. harvest or otherwise collect information about Users, including email addresses, without their consent, and our consent;
15. use OMNES Influencers to facilitate money exchange including, but not limited to, cryptocurrency (e.g. bitcoin, Ethereum, etc).
16. In addition to the points mentioned in this section, Influencer (s) shall also be subject to further rules available on Code of Conduct

5. Ownership and Use of Content, Materials and Personality Rights

1. 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").
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.

6. Data Protection and Privacy

1. 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.
2. 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.
3. 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.
4. User is responsible for maintaining the confidentiality of his account.

7. Fee

1. 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, and we charge a percentage fee for each deposit transaction through our payment gateway. We reserve the right, at our discretion, to change the fee at any time without prior notice.
   1. Agency / Brand commission fee is 5% of each campaign value.
   2. Influencer commission fee is 5% of each campaign value.
   3. Agency / Brand deposit or withdrawal fee is 5% of Deposit or Withdrawal amount. If any extra bank charges or fees are applicable, it will be charged to the beneficiary.
   4. Influencer’s withdrawal fee is 5% of withdrawal amount. If any extra bank charges or fees are applicable, it will be charged to the beneficiary.
2. 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.

8. 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.

1. 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:
2. User and Influencer agree that the Payment can be claimed by the Influencer;
3. User instructs us to pay an Influencer for Influencer Services performed by the Influencer;
4. User acknowledges that the Influencer has completed the influencer services fully and satisfactory.
5. 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.
6. 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.
7. User and Influencer have submitted joint written instructions for the release of Payment.
8. Advertisers can cancel their order in agreement with the Influencer; refunds will be made back to the payment solution used initially by the customer. Please allow for up to 45days for the refund transfer to be completed.
9. 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.
10. Visa or MasterCard debit and credit cards in USD will be accepted for payment
11. Cardholder must retain a copy of transaction records and Merchant policies and rules
12. Once the payment is made, the confirmation notice will be sent to the client via email within 24 hours of receipt of payment.
13. Refunds will be done only through the Original Mode of Payment.

9. 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.

10. 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.

11. 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.
• We will not trade with or provide any services to OFAC (Office of Foreign Assets Control) and sanctioned countries in accordance with the law of UAE Customer using the website who are Minor /under the age of 18 shall not register as a User of the website and shall not transact on or use the website

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.

12. Closing Your Account

Account closure is subject to:

1. not having any outstanding listings on the Website;
2. resolving any outstanding matters (such as a suspension or restriction on your Account); and
3. 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.

13. 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.

14. 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.

15. 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:

1. the Website or any Influencer Services;
2. the accuracy, reliability, Quality, availability, performance, veracity, timeliness or content of the Website or any Influencer Services or OMNES Services;
3. whether the Website or Influencer Services OMNES Services will be up-to-date, uninterrupted, secure, error-free or non-misleading;
4. whether defects in the Website will be corrected;
5. any third-party agreements or any guarantee of business gained by you through the Website, Influencer Services or OMNES Services or us.

16. 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.

17. 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.

18. 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.

19. 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:

1. use of our services for any illegitimate or non bona fide purpose
2. creating problems with other users or potential legal liabilities
3. infringing the intellectual property rights of third parties
4. acting inconsistently with the letter or spirit of any of our policies
5. abuse of any staff members including inappropriate or unreasonable communications
6. abuse or poor performance of Influencer Services
7. any attempt to use the Website or Services for any objectionable purpose.

20. 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.

21. Choice of Law:

Agreement and any non-contractual obligations arising out of or in connection with it are governed by the United Arab Emirates law. The courts of the Dubai International Financial Centre have exclusive jurisdiction to settle any Dispute.

The United Arab Emirates is our country of domicile and stipulate that the governing law is the local law. All disputes arising in connection therewith shall be heard only by a court of competent jurisdiction in U.A.E.