Terms

Current at January 2021

1.      GENERAL

1.1            Hoozu grants you the right to access and use the Hoozu website at www.Hoozu.com, or such other URL advised from time to time (‘Hoozu Site’). This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.

1.2            If you use any communication tools available through the Hoozu Site (such as any forum, chat room or message centre), you agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Hoozu Site, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Hoozu Site, or material in violation of any law (including material that is protected by copyright or trade secrets which you do not have the right to use).

1.3            You undertake and agree that you and any Users will not, or attempt to assist any other person to, store or communicate defamatory, infringing, fraudulent, malicious or otherwise unlawful content on or through the Hoozu Site.

2.      INTELLECTUAL PROPERTY

Hoozu Site

  • The Hoozu Site is licensed to you for use strictly as permitted under the terms of this Agreement, and Hoozu reserves all rights to the intellectual property rights (‘IPR’) in the Hoozu Site not expressly granted to you.
  • As between the parties, Hoozu retains all IPR in the Hoozu Site, including without limitation in the Hoozu Site’s codes and methodologies.  To the extent that you are able to assert any right to ownership of IPR in the Hoozu Site, you irrevocably assign to Hoozu all such IPR, and this assignment operates as an assignment of future IPR to the extent that such IPR is not in existence at the date of Agreement.

Data

  • You grant Hoozu a royalty-free, non-exclusive, perpetual, irrevocable, worldwide, transferable, sub-licensable license to use, copy, modify, or distribute any data you include in the Hoozu Site.
  • You must maintain copies of all Data inputted into the Hoozu Site. Hoozu does not make any guarantees that there will be no loss of Data. Hoozu expressly excludes liability for any loss of Data no matter how caused.

3.      USE OF SITE

  • When accessing and using the Hoozu Site, you must not do any of the following things:
  • (i) Attempt to undermine the security or integrity of Hoozu’s computing systems or networks or, where the Hoozu Site is hosted by a third party, that third party’s computing systems and networks;
  • (ii) Use, or misuse, the Hoozu Site in any way which may impair the functionality of the Hoozu Site or Services, or other systems used to deliver the Hoozu Site or impair the ability of any other user to use the Hoozu Site;
  • (iii) Attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access or to the computer system on which the Hoozu Site is hosted;
  • (iv) Transmit, or input into the Hoozu Site, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which you do not have the right to use); and
  • (v) Attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Hoozu Site or to operate the Hoozu Site except as is strictly necessary to use either of them for normal operation.
  • (vi) Conduct load testing, penetration tests, port scans, vulnerability assessments or other similar performance or security testing except with prior approval from, and then in co-ordination with, Hoozu (the results of which shall be deemed Confidential Information of Hoozu);
  • (vii) Reverse engineer or decompile the Hoozu Site, or attempt to do the same;
  • (viii) Use any IPR owned or licensed by Hoozu under this Agreement to build or provide, or assist any other person or entity to build or otherwise provide, a competitive product or service to the Hoozu Site;
  • (ix) Use the Hoozu Site for purposes of product evaluation, benchmarking or other comparative analysis intended for publication or other disclosure without Hoozu’s prior written consent; or
  • (x) Permit access to the Hoozu Site by any unauthorised person, including, without limitation, a competitor of Hoozu.
  • Hoozu has no responsibility to any person other than you and nothing in this Agreement confers, or purports to confer, a benefit on any person other than you. If you use the Hoozu Site or access the Hoozu Site on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that you are responsible for ensuring that you have the right to do so.
  • The provision of, access to, and use of, the Hoozu Site is on an “as is” basis and at Your own risk.
  • Hoozu does not warrant that the use of the Hoozu Site will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Hoozu Site, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Hoozu Site. Hoozu is not in any way responsible for any such interference or prevention of Your access or use of the Hoozu Site.
  • You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Hoozu Site will comply with laws applicable to you (including any laws requiring you to retain records).
  • It is your sole responsibility to determine that the Hoozu Site meets the needs of your business and is suitable for the purposes for which it is used.Hoozu gives no warranty about the Hoozu Site. Without limiting the foregoing, Hoozu does not warrant that the Hoozu Site will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

4.      GENERAL

  • If any term or provision of this Agreement is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from this Agreement and the remaining terms and conditions will be unaffected.
  • This Agreement is governed by, and construed in accordance with, the laws of New South Wales.

 

HOOZU ADVERTISER (CLIENT) TERMS

Current at 12th January 2021

This is a legally binding agreement between Hoozu Pty Ltd (ABN 41 163 980 416) (‘us’, ‘we’ or ‘Hoozu’) and the entity executing an Insertion Order (‘you’ or ‘Client’). If the Agency is also executing on behalf of any of its’ wholly owned subsidiaries, the names and ABNs of these subsidiaries must be listed in the relevant Insertion Order.

1.               GENERAL

  • This Agreement consists of:
  • the terms of any Insertion Order(s); and
  • these terms and conditions, including Schedules (together, ‘Advertiser Terms’).
  • You accept and become bound by this Agreement by executing an Insertion Order or otherwise by your conduct ordering Campaigns.
  • Definitions used in this Agreement are set out in clause 9 of these Advertiser Terms.

2.               PROVISION OF SERVICES

  • Further details regarding the Services we may provide are set out in Schedule A to these Advertiser Terms.

3.               INVOICING AND PAYMENT

Payment terms

  • Upon signing the Insertion Order or otherwise indicating your intention or order a Campaign, you will be liable for the Fee for payment of the Services.
  • The Fee is payable as follows:
  • (i) you will pay 50% of the Fee, as stated in the Insertion Order, immediately upon signing the Insertion Order; and
  • (ii) you will pay the remaining 50% of the Fee, as stated in the Insertion Order, upon completion of the Campaign or such other date as specified in the Insertion Order.
  • We will provide you with an Invoice for the Fee. All Invoices are payable within 14 days of invoice.
  • These payment terms may be varied in writing in the Insertion Order.

Rates and Fees

  •  The Fee for the Services will be set out in the Insertion Order. If no Fee is specified in the Insertion Order, the charges for our Services will be as set out in our current Rate Card at the time of our acceptance of the Order. We may change our Rate Card from time to time without notice.
  • There will be no set-off of Fees.

Taxes

  • Unless specified otherwise, the Fees are exclusive of GST. If GST is payable on any supply made by us, you must pay an additional amount equivalent to the GST when that payment to us is due.
  • You are responsible for computing and paying all taxes, duties and other government fees or charges payable or assessed in connection with this Agreement including (without limitation) goods and services tax, other value added tax, sales or use taxes, stamp duty and turnover tax, but excluding taxes, duties and government charges assessed on our income.

4.               INTELLECTUAL PROPERTY

  • You (or your licensors) own the IPR in the Branded Content provided to us and any Influencers for the purposes of a Campaign, and you grant Hoozu and any Influencers a royalty-free, non-exclusive and non-transferable licence to use the Branded Content for the purposes of creation of Social Content and other Campaign Material, including without limitation to:
  • reproduce and communicate to the public the Social Content in accordance with the Agreement in our absolute discretion; and
  • copy, adapt, modify and otherwise use any IPR as part of the Social Content or Campaign Material.
  • Hoozu (or our licensors) own the IPR in any Hoozu Content that forms part of the Social Content and other Campaign Material, and a royalty-free, non-exclusive and non-transferable licence to use the Hoozu Content is provided to you for the specific purpose of use and distribution of the Social Content and no other purpose.
  • Subject to any IPR rights of Influencer’s, you and Hoozu (or our respective licensors) own the IPR in the Social Content and other Campaign Material that is produced using the Branded Content and/or Hoozu Content pursuant to this Agreement. Each of the parties acknowledges that Influencers’ will be provided with a royalty-free, non-exclusive and non-transferable licence to the Social Content and other Campaign Material for the specific purpose of fulfilling their obligations in respect of Bookings and Campaigns.

5.         WARRANTIES AND ACKNOWLEDGEMENTS

Authority and Agreement

You warrant that:

  • (a) you own or otherwise control all necessary rights to any IPR you use or otherwise make available or distribute pursuant to this Agreement, other than the Hoozu Content;
  • (b) you are fully authorised to act on behalf of any entity on whose behalf you are requesting Services and to bind such entity or person to this Agreement;
  • (c) you have all applicable licenses and consents necessary to enter into and perform your obligations under this Agreement;
  • (d) both you and any entity or person on whose behalf you are contracting agree to be jointly and severally liable for all applicable responsibilities stated in this Agreement.
  • (e) you will comply with all applicable laws and regulations in performing your obligations under this Agreement;
  • (f) you will not breach any agreement, arrangement or understanding with a third party as a result of entering into or performing any part of this Agreement;
  • (g) neither you or other party will insert any tag, code, cookie, pixel or other data tracking or collection device into the Content without our express permission; and
  • (h) you will not use or redistribute Hoozu Content or any derivation, modification or adaption of the same other than as part of the Social Content without our prior written permission.

 Our Warranties

 We warrant to you that:

  • we have the right to supply the Services to you;
  • we will not breach any agreement, arrangement or understanding with a third party as a result of entering into or performing any part of this Agreement;
  • we (or our licensors) own or control the necessary rights in any Hoozu Content licensed to you, as set out in this Agreement;
  • we will use reasonable care and skill in supplying the Services; and
  • we will comply with all applicable laws and regulations when supplying the Services.

Limitation of Liability

  • To the maximum extent permitted by law, Hoozu excludes all liability and responsibility to you (or any other person), including without limitation in contract, tort (including negligence), or otherwise, for any loss (including loss of information, data, profits or savings, or other forms of consequential loss whether or not foreseeable) or damage resulting, directly or indirectly, from any use of, or reliance on Services and making any Orders, including without limitation, any Hoozu Content, Social Content or other Campaign Materials. You agree not to bring and hereby release all claims against Hoozu in respect of the foregoing.
  • Hoozu is not liable for any aspect of the Social Content of Influencers, including any products or services referred to in the Social Content or the publishing of the Social Content by the Influencer.
  • Hoozu excludes all implied conditions and warranties from this Agreement except any conditions or warranties (such as those implied by the Competition and Consumer Act 2010 (Cth)) which cannot by law be excluded. Hoozu’s liability to you for any claims made under this Agreement (whether such liability arises in contract, tort (including negligence) or otherwise) is, to the fullest extent permitted by law, limited at our option to resupplying the Services or paying the cost of having the Services resupplied.
  • Neither party is liable for any Indirect Loss incurred by them or any other person arising out of or in connection with this Agreement

6.               Amendments

Hoozu may amend these terms from time to time by written notice. Such amendments shall not affect any current Campaigns.

7.               Breach

If you materially breach this Agreement Hoozu reserves the right to suspend or terminate this Agreement by written notice.

8.               General

  • Nothing in this Agreement shall be taken as giving rise to a relationship of employment, agency or partnership.
  • This Agreement contains the entire understanding between the parties concerning the subject matter of the Agreement and supersedes all prior communications.
  • If any term or provision of this Agreement is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from this Agreement and the remaining terms and conditions will be unaffected.
  • Any dispute arising out of or in connection with this Agreement will be submitted to arbitration in accordance with, and subject to, the Institute of Arbitrators and Mediators Australia Fast Track Arbitration Rules. The seat of the arbitration will be Sydney.
  • This Agreement is governed by, and construed in accordance with, the laws of New South Wales.
  • A notice must be in writing to the address of the addressee as stated in the Insertion Order.
  • Neither party may transfer or assign this Agreement without the other party’s prior written consent (not to be unreasonably withheld).
  • You may not issue any press release or make other public statement in relation to this Agreement or the relationship established by this Agreement, or otherwise disclose any Confidential Information related to this Agreement or any Booking, including without limitation any rates or other commercial terms, without our prior written consent. We may, however, make informational references to your participation in Hoozu Campaigns in press releases without obtaining your consent.
  • You may not send us or our partners any personal information or data that can be used to identify or locate a natural person, or sensitive financial, medical or sexual data.
  • We may collect and use your personal information as set out in our Privacy Policy available at www.hoozu.com.

 Definitions

 In these Advertiser Terms:

Influencer’ means a person engaged to promote a Campaign on Social Media or any other way as set out in the Insertion Order.

Agreement’ means the documents identified in Clause 1.1.

Booking’ means a booking outlining the Social Media promotion to be undertaken by the Influencer and the fee to be paid to the Influencer.

Brand Owner’ means the owner of the product or service that is the subject of the Campaign.

Branded Content’ means all Content of, or relating to, a Client that you make available  in order to create Social Content for the purposes of the Campaign.

Campaign’ means a brand promotion campaign Hoozu is engaged to undertake on Social Media or otherwise in accordance with this Agreement.

Campaign Material’ means any material other than Social Content that is produced in connection with your obligations under this Agreement.

Client’ means Media Agency or Brand Owner who has engaged Hoozu for a Campaign.

Confidential Information’ means all confidential and proprietary information of Hoozu, whether disclosed to you orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation the terms and conditions of this Agreement, the Hoozu Site, any proposals including campaign ideas and influencer identities provided to the Advertiser and other business, financial, product and technical information, but does not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to Hoozu; (b) was known to you prior to its disclosure by Hoozu without breach of any obligation owed to Hoozu; (c) was independently developed by you without breach of any obligation owed to Hoozu; or (d) is received from a third-party without breach of any obligation owed to Hoozu.

Content’ means all advertising, marketing or other materials (including, without limitation, text, graphics, video and URLs) for use in the Campaign or otherwise in relation to the Services;

Creative Brief’ means the creative brief we provide to you in respect of a Campaign, as further described in Schedule A.

Creative Guidelines’ means any instructions provided in writing by a Client defining how an Influencer may edit Content;

Creative Services’ means design, production and promotional services we provide in addition to Company services, including without limitation creating, producing and marketing Content, advertising marketing campaigns, e-direct marketing, developing and hosting integrated offerings such as competitions and associated creative services;

Feedback’ means any suggestions, enhancements requests, recommendations or other feedback provided by you or a User relating to the functionality of the Hoozu Site or the Services generally.

Fees’ means our fees and charges for the provision of Services.

Hoozu Content’ means all Content owned or controlled by Hoozu used to provide the Services, as part of Social Content or for the purposes of the Campaign.

Hoozu Site’ means the website currently available at URL www.hoozu.com., or such other URL notified by Hoozu from time to time.

‘Intellectual Property Rights’ or ‘IPRs’ means all industrial and intellectual property rights including but not limited to copyright (both present and future), Confidential Information (including know-how and trade secrets), moral rights, patents, designs and trademarks, and in each case whether registered or not.

Indirect Losses includes losses of profits, revenue, opportunity, anticipated savings or data or any indirect or consequential loss or damage

Insertion Orders’ means the document you agree with us that specifies the details of your Campaign.

Launch Date’ means the date at which we are scheduled to publish any Campaign as specified in the Insertion Order.

Media Agency’ means an agency representing a Brand Owner.

Media Management Services’ means the process of strategically selecting and allocating the advertising budget as set out in the Insertion Order for a Campaign to a mix of Social Media platforms, as further described in Schedule A.

Order’ means an order for Services described in an Insertion Order.

Rate Card’ means our current standard rates and charges for the provision of Services as notified to you from time to time.

‘Services’ means the services described in Schedule A and any Insertion Order.

Social Content’ means all Content posted on Social Media as part of a Campaign.

Social Media’ means social platforms such as Instagram, Facebook and other form of social media agreed from time to time, such as without limitation Pinterest and Tik Tok.

Value Credit’ means a credit we may issue to you upon your cancellation of an Order in accordance with Schedule A.

 Schedule A

Services

 Services means services provided by Hoozu in accordance with this Agreement in connection with a Campaign, including without limitation making available Influencers to create Social Content, publishing Social Content on agreed Social Media and, where relevant, providing Creative Services and Media Management Services.

Media Management Services

 Hoozu will provide Media Management Services to place Social Content for the duration set out in the Insertion Order in accordance with the Campaign (Media Management Services).

  • Media Management Services may include, without limitation the process of Social Media boosting (Boost or Boosting) whereby Hoozu applies spend from allocated advertising budget to promote the Social Content to targeted audiences, through different ad sets displayed on Social Media Platforms. Where Boosting occurs:
  • You grant Hoozu all necessary rights required to allow it to Boost the Social Content across Social Media platforms;
  • Hoozu will Boost Social Content as targeted posts to audience segments as outlined in the Insertion Order that do not appear on an Influencer’s timeline, page, or stories;
  • Hoozu will obtain permission from the Influencer to Boost the Licensed Content for the agreed period outlined in the Insertion Order; and
  • Boosting is booked and managed via the Hoozu Business manager account, and invoiced as per the Insertion Order.
  • Hoozu works to media and platform best practices (such as https://www.facebook.com/business/help/370852930116232?id=271710926837064)

 Ordering Services

The process for ordering Services is below:

  • You request Services by completing and signing an Insertion Order, and emailing it to us at the following email address: contact@hoozu.com.
  • Once you provided us with a completed and executed Insertion Order, a contract for the relevant Order is formed between you and Hoozu (and no other party), and all dealings with respect to the Order will be regulated by the terms and conditions of this Agreement.
  • Once Hoozu is engaged, and for a period of 6 months after the end of the relevant Campaign, whether or not the a subsequent contract is formed between you or Hoozu and any proposed Influencer, any dealings by you directly or indirectly with Influencers (including any third-party on behalf of Influencers) must be made through Hoozu, and in any event the entry into such commercial relationships will incur a fee to Hoozu equal to 15% of the Influencer’s direct or indirect remuneration in respect of such commercial relationships.
  • We may require you to submit a completed Credit Application Form prior to supplying you any Services.
  • The Services are subject to availability. If a proposed Influencer is not available, Hoozu may use reasonable endeavours to try and source and replace the unavailable Influencer with an Influencer with similar profile and reach.

 Cancelling or Amending Orders

  • You may cancel or amend an Order for any Services without charge provided that you give us at least thirty (30) days’ notice prior to the Launch Date for the Campaign.
  • In the event that you cancel or amend your Order less than 30 but more than 3 days prior to the Launch Date: (i) you will be liable to pay the full amount of remaining Fees owed for the Services; and (ii) we will issue you with a Value Credit equivalent to the total Fees paid by you for the cancelled Services, in which case clause 5 of this Schedule A shall apply.
  • In the event that you cancel an Order for Services within 3 days of the Launch Date for the Campaign you will be charged the full Fee for the Services. No Value Credit or other compensation will be provided.
  • If any amount is paid in advance with respect to an Order for Services (Upfront Payment), you will have a period of twelve (12) month from the date of payment to utilise the Upfront Payment in full by authorising a Campaign or other Services.  If at the end of that period any amount of the Upfront Payment has not been fully utilised, those funds will be finally and forever forfeited, and shall not be refunded or otherwise be capable of being redeemed for Services, and Hoozu shall have no further responsibility or liability in this regard.
  • In the event that you cancel your Order with less than twenty-four (24) hours prior notice, you agree that it may take us up to twenty-four (24) hours to disable your campaign (if it has already launched) and that you will be liable for all Fees incurred by you, including but not limited to Influencer fees, during that period until the Order has been cancelled (as well as any Fees under this clause).
  • Regardless of the period of notice you have provided to us, if you cancel any Order for Creative Services we will charge you for any production costs and charges we have incurred as of the date of the cancellation.
  • We may cancel an Order or part Order at any time without giving you any reasons for the cancellation. If we exercise this right we will at our option:
    • Refund to you any Fees that you have already paid to us;
    • Issue you with a Value Credit in accordance with clause 5 of this Schedule; or
    • Reschedule the Launch Date to another date within sixty (60) days of the cancellation date, and you agree that this is our sole liability to you in relation to that Order or part Order.

Value Credits

With respect to Value Credits that are applicable under this Schedule A:

  • details of the Value Credit will be documented in a Campaign Cancellation form or email provided by us to you;
  • Value Credits must be used within three (3) months of the issue date or they will be forfeited;
  • you must alert us to the redemption of any validly issue Value Credit by you at the time of completing the relevant Order;
  • you acknowledge that your use of any Value Credit is subject to availability of replacement Services; and
  • if you wish to make a claim for a Value Credit, republication or any other remedy in respect of our Services you must send the claim to us no less than fourteen (14) days after the Launch Date, however we do not guarantee make good, value credit or bonus.

 

 ***END OF ADVERTISER/AGENCY TERMS ***

 

HOOZU INFLUENCER TERMS

 

This is a legally binding agreement between Hoozu Pty Ltd (ABN 41 163 980 416)  (‘us’, ‘we’ or Hoozu’) and the entity executing a Booking Form (‘you’).

1.               GENERAL

  • This Agreement consists of:
  • the terms of any Booking Form(s); and
  • these terms and conditions, including Schedules (together, ‘Influencer Terms’).
  • You accept and become bound by this Agreement by executing Booking Form.
  • Definitions used in this Agreement are set out in clause 9 of these Influencer Terms.

2.               SERVICES AND OBLIGATIONS

  • The Services and operational obligations of the parties are set out in Schedule A to these Advertiser Terms.
  • You agree, as an essential term of this Agreement, during the Term not to provide any services which are the same or similar to the Services to any person or entity which we regard as a competitor to the Brand Owner for a minimum of 3 months or as other specified length outlined in the booking form. The foregoing limitation applies, without limitation, to acting as an influencer over any form of Social Media and media content (ads), with respect to any person or entity which we regard as a competitor to the Brand Owner.

3.               INVOICING AND PAYMENT

Payment terms

  • The Fee you will be paid will be set out in the Booking Form.
  • You must provide us with an Invoice for the Fee no earlier than seven (7) days after the end of the Campaign. The invoice which will be payable 30 days after the invoice date or five (5) days after we are paid by the Client, whichever is later.
  • These payment terms may be varied by us in writing in the Booking Form.

Taxes and Superannuation

  • Unless specified otherwise, the Fees are exclusive of GST. If GST is payable on any supply made by us, you must pay an additional amount equivalent to the GST when that payment to us is due.
  • You are responsible for computing and paying all taxes, duties and other government fees or charges payable or assessed in connection with this Agreement including (without limitation) goods and services tax, other value added tax, sales or use taxes, stamp duty and turnover tax, but excluding taxes, duties and government charges assessed on our income.
  • You are not our employee and without limitation to the foregoing we are not responsible for paying any superannuation or other employment-like benefits to you under any circumstances.

4.               INTELLECTUAL PROPERTY

  • Our Client (or its’ licensors) own the IPR in the Branded Content that we provide to you for the purposes of fulfilling your obligations under this Agreement, including the production and distribution of the Social Content (and directly relevant Campaign Material) pursuant to a Campaign. You are provided with a royalty-free, non-exclusive and non-transferable licence to the Branded Content for this specific purpose, and for no other purpose.
  • Hoozu (or its’ licensors) own the IPR in the Hoozu Content that we provide to you for the purposes of fulfilling your obligations under this Agreement, including the production and distribution of the Social Content (and directly relevant Campaign Material) pursuant to a Campaign. You are provided with a royalty-free, non-exclusive and non-transferable licence to the Licensed Content for this specific purpose, and for no other purpose.
  • Hoozu and the Client (or their licensors) own the IPR in the Social Content and other Campaign Material that is produced using the Branded Content and/or Hoozu Content pursuant to this Agreement. You are provided with a royalty-free, non-exclusive and non-transferable licence to the Social Content and other Campaign Material for the specific purpose of fulfilling your obligations under this Agreement, including the production and distribution of the Social Content pursuant to a Campaign.
  • In order to perfect any necessary rights pursuant to clauses 4.1 – 4.3 above, you shall effect any necessary assignment of IPR immediately upon being called upon to do so, including execute any document, without (to avoid doubt) any entitlement to any further fees or payment whatsoever.
  • To the extent that you own any IPR as part of the Social Content or other Campaign Material, you grant us and the Client a royalty-free, non-exclusive and non-transferable licence to:
  • reproduce and communicate to the public the Social Content in our absolute discretion; and
  • copy, adapt, modify and otherwise use any IPR as part of the Social Content or other Campaign Material.

5.             WARRANTIES AND ACKNOWLEDGEMENTS

Authority and Agreement

You warrant that:

  • (a) you own or otherwise control all necessary rights to any IPR you use or otherwise make available or distribute pursuant to this Agreement, other than the Licensed Content;
  • (b) you have all applicable licences, rights (including moral rights) and consents necessary to enter into and perform your obligations under this Agreement;
  • (c) you agree to be liable for all applicable responsibilities stated in this Agreement;
  • (d) you will comply with all applicable laws and regulations in performing your obligations under this Agreement; and
  • (e) you will comply with the Content Guidelines;
  • (f) you will not breach any agreement, arrangement or understanding with a third party as a result of entering into or performing any part of this Agreement;
  • (g) neither you or other party will insert any tag, code, cookie, pixel or other data tracking or collection device into the Social Content without our express permission;
  • (h) you have never used Spintax or similar software in relation to any of your Social Media;
  • (i) you have never purchased Instagram or other Social Media likes, followers, comments or engagement;
  • (j) all of the engagement on your Social Media accounts is bona fide and genuine;
  • (k) you do not currently run any “auto-like/follow/unfollow” software or bot automations in relation to your Social Media accounts, and undertake not to do so for the duration of this agreement;
  • (l) you do not post codes, coupons or any offers on 3rd party such sites or apps such as Honey, ebates, and coupons.com.
  • (m) you will comply with the specifications in the Campaign Brief and Booking Form unless we otherwise agree in writing;
  • (n) all statements made by you in connection with campaigns are honest and true; and
  • (o) you will not use or redistribute the Licensed Content, Social Content or any derivation, modification or adaptation of the same to any third party without our permission or any information or reports we may supply to you other than for the purpose of this Agreement.

 Our Warranties

 We warrant to you that:

  • we have the right to supply the Services to you;
  • we will not breach any agreement, arrangement or understanding with a third party as a result of entering into or performing any part of this Agreement;
  • we (or our licensors) own or control the necessary rights in any IPR licensed to you, as set out in this Agreement; and
  • we will comply with all applicable laws and regulations when supplying the Services.

Limitation of Liability

  • To the maximum extent permitted by law, Hoozu and its’ Clients exclude all liability and responsibility to you (or any other person), including without limitation in contract, tort (including negligence), or otherwise, for any loss (including loss of information, data, profits or savings, or other forms of consequential loss whether or not foreseeable) or damage resulting, directly or indirectly, from any use of, or reliance on any Licensed Content, or participation in Campaigns. You agree not to bring and hereby release all claims against Hoozu or its’ Clients in respect of any Licensed Content or Orders for Campaigns.
  • Hoozu and its’ Clients are not liable for any aspect of the Licensed Content (or other directly relevant Campaign Material) provided to you or the publishing of the Social Content or other derivative material by you.
  • Hoozu and its’ Clients exclude all implied conditions and warranties from this Agreement except any conditions or warranties (such as those implied by the Competition and Consumer Act 2010 (Cth)) which cannot by law be excluded. Hoozu and its’ Clients’ liability to you for any claims made under this Agreement (whether such liability arises in contract, tort (including negligence) or otherwise) is, to the fullest extent permitted by law, limited at our option to resupplying the relevant goods or services or paying the cost of having the relevant goods or services resupplied.
  • Hoozu accepts the benefit of the releases and other rights granted to Clients on trust for such Clients.
  • Neither party (nor any Client) is liable for any Indirect Loss incurred by them or any other person arising out of or in connection with this Agreement.

6.               Amendments

Hoozu may amend these terms from time to time by written notice. Such amendments shall not affect any current Campaigns.

7.               Breach

If you materially breach this Agreement Hoozu reserves the right to suspend or terminate this Agreement by written notice. 

8.               General

  • Nothing in this Agreement shall be taken as giving rise to a relationship of employment, agency or partnership.
  • This Agreement contains the entire understanding between the parties concerning the subject matter of the Agreement and supersedes all prior communications.
  • If any term or provision of this Agreement is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from this Agreement and the remaining terms and conditions will be unaffected.
  • Any dispute arising out of or in connection with this Agreement will be submitted to arbitration in accordance with, and subject to, the Institute of Arbitrators and Mediators Australia Fast Track Arbitration Rules. The seat of the arbitration will be Sydney.
  • This Agreement is governed by, and construed in accordance with, the laws of New South Wales.
  • A notice must be in writing to the address of the addressee as stated in the Booking Form.
  • Neither party may transfer or assign this Agreement without the other party’s prior written consent (not to be unreasonably withheld).
  • You may not issue any press release or make other public statement in relation to this Agreement or the relationship established by this Agreement, or otherwise disclose any Confidential Information related to this Agreement or any Booking, including without limitation any rates or other commercial terms, without our prior written consent. We may, however, make informational references to your participation in Hoozu Campaigns in press releases without obtaining your consent.
  • You may not send us or our partners any personal information or data that can be used to identify or locate a natural person, or sensitive financial, medical or sexual data.
  • We may collect and use your personal information as set out in our Privacy Policy available at www.Hoozu.com.

 Definitions

 In these Influencer Terms:

Influencer’ means a person engaged to promote a product on social media or any other way as set out in the Booking Form.

Agreement’ means the documents identified in Clause 1.1.

Booking Form’ means a booking form outlining the Social Media or other promotion to be undertaken by the Influencer and the fee to be paid to the Influencer.

Booked Social Media Posting’ means a posting that is made on Social Media by the Influencer pursuant to a Booking Form.

Brand Owner’ means the owner of the product or service that is the subject of the Campaign.

Branded Content’ means all advertising, marketing, trade marks and other IPR of, or relating to, a Client (including, without limitation, text, graphics, video and URLs) that we provide to you in order to create Social Content and social ads for the purposes of the Campaign, but excluding any Hoozu Content.

Campaign’ means a brand promotion campaign Hoozu is engaged to undertake in accordance with a Booking Form and these Influencer Terms.

Campaign Material’ means any material other than Social Content that is produced in connection with your obligations under this Agreement, or otherwise using any Licensed Content.

Client’ means Media Agency or Brand Owner who has engaged Hoozu for a Campaign.

Confidential Information’ means all confidential and proprietary information of Hoozu, whether disclosed to you orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement, the Hoozu Site, and business, financial, product and technical information, but does not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to Hoozu; (b) was known to you prior to its disclosure by Hoozu without breach of any obligation owed to Hoozu; (c) was independently developed by you without breach of any obligation owed to Hoozu; or (d) is received from a third-party without breach of any obligation owed to Hoozu.

Content Guidelines’ means the guidelines set out in Schedule B.

Creative Brief’ means the creative brief we provide to you in respect of a Campaign, as further described in Schedule A.

Creative Guidelines’ means any instructions provided in writing by a Client defining how an Influencer may edit content that forms part of Social Content;

Creative Services’ means design, production and promotional services we provide, including without limitation assistance in creating, producing and marketing Social Content, advertising marketing campaigns, e-direct marketing, developing and hosting integrated offerings such as competitions and associated creative services.

Fees’ means your fees and charges for the Campaign, as set out in the Booking Form.

Hoozu Content’ means all advertising, marketing, trade marks and other IPR (including, without limitation, text, graphics, video and URLs) owned by Hoozu that we provide to you in order to create Social Content for the purposes of the Campaign.

Hoozu Site’ means the website currently available at URL www.Hoozu.com, or such other URL notified by Hoozu from time to time.

‘Intellectual Property Rights’ or ‘IPR’ means all industrial and intellectual property rights including but not limited to copyright (both present and future), Confidential Information (including know-how and trade secrets), moral rights, patents, designs and trademarks, and in each case whether registered or not.

Indirect Losses includes losses of profits, revenue, opportunity, anticipated savings or data or any indirect or consequential loss or damage

Insertion Orders’ means the document a Client provides us that specifies the details of the Campaign.

Launch Date’ means the date at which we are scheduled to publish any Campaign as specified in the Booking Form.

Licensed Content’ means all Branded Content and Hoozu Content made available to you for the purposes of this Agreement.

Media Agency’ means an agency representing a Brand Owner.

Order’ means an order for Services described in the Booking Form.

Services’ means the Services described in Schedule A.

Social Content’ means all advertising, marketing or other material supplied by you (including, without limitation, text, graphics, video and URLs) for posting on Social Media.

Social Media’ means Instagram, Facebook, YouTube and other form of social media agreed from time to time.

 Schedule A

 Obligations for Influencers

Orders

The process for orders is below:

  • A Client requests Services by providing an Insertion Order to us. Once received, we may prepare a Booking Form with relevant details of the Campaign and email it you.
  • To accept the Booking Form you must execute it and return it to us at the following email address: Contact@hoozu.com . Upon receipt of the executed Booking Form we will advise you by email whether the Order is confirmed.  Until we notify you of that, no Order is confirmed.
  • Once you have been advised that the Order for the Campaign is confirmed:
  • Unless otherwise expressly stated in the Booking Form, a contract for the Order is formed between you and Hoozu (and no direct contract is formed between you and the Client);
  • Once you have been advised that the Order for the Campaign is confirmed:
    • Unless otherwise expressly stated in the Booking Form, a contract for the Order is formed between you and Hoozu (and no direct contract is formed between you and the Client);
    • All dealings between you and the Client with respect to the Campaign are regulated by the terms and conditions of this Agreement;
    • You must provide the deliverables as set out on the Booking Form. Any proposed posting schedules set out in the Booking Form are subject to the approval of the Social Content by the Client and any changes to the posting schedule are at the sole discretion of Hoozu; and
    • For a period of 6 months after the end of the relevant Campaign, whether or not the contract for the Order is formed between you and Hoozu or you and the Client, any dealings by you directly or indirectly with the Client (including any third-party on behalf of the Client) must be made through Hoozu, and in any event the entry into such commercial relationships will incur a fee to Hoozu equal to 15% of your direct or indirect remuneration in respect of such commercial relationships.
  • All dealings between you and the Client with respect to the Campaign are regulated by the terms and conditions of this Agreement; and
  • For a period of 6 months after the end of the relevant Campaign, whether or not the contract for the Order is formed between you and Hoozu or you and the Client, any dealings by you directly or indirectly with the Client (including any third-party on behalf of the Client) must be made through Hoozu, and in any event the entry into such commercial relationships will incur a fee to Hoozu equal to 15% of your direct or indirect remuneration in respect of such commercial relationships.

Creative Briefs and Booked Social Media Postings

  • Once selected for a Campaign you will be provided with a Creative Brief to review. This brief will outline the creative concepts behind the Campaign, as well as indicate how many Booked Social Media Postings you are required to make throughout the Campaign.
  • The Creative Brief will also outline any specific requirements in respect of the Booked Social Media Postings (i.e. minimum number of postings on Social Media you must achieve under the Campaign), and any other Social Content or performance requirements specific to the Campaign. This will include “mandatories” such as the hashtags, tags and other language/features to be used
  • You must review the Creative Brief and provide a topline creative concept for each Booked Social Media Posting. Concepts must be submitted and approved by us in writing before you commence producing the relevant Social Content.
  • Once you have produced Social Content for a Campaign, you must submit it to Hoozu for review and approval. No Social Content, or other materials or content that share similarities to those requested in the Creative Brief, must be posted by or on behalf of you without the written approval of Hoozu.
  • Hoozu may request up to two rounds of editing to Social Content submitted for review, and you must make such amendments promptly and having regard to the deadlines.

Other requirements

3.1       You agree to:

  • Comply with paragraph 3.2 below.
  • Adhere to our instructions, as arising in the Creative Brief and otherwise.
  • For each booked social posting, provide three (3) alternate photos, Boomerangs, videos or other specific content requested in the Creative Brief or Booking Form.
  • If the Campaign requires Hoozu to provide a product or access to a service to be included in the Social Content, you must provide and update us with your preferred postal address and contact number, and any other information relevant to the delivery of a product or service.
  • You must take and provide us with a screengrab after posting the Social Content, and the post must not to be removed for 180 days.

3.2       In providing the Services, you must comply with the Content Guidelines in Schedule B.  In the event that:

  • Hoozu considers that any Social Content fails to comply with your warranties, any applicable laws or regulations or the Content Guidelines, without limitation to its other rights and remedies: (i) Hoozu shall notify you of the non-compliance; and (ii) you shall use rectify the non-compliance as required by Hoozu as soon as is practicable, which may include removing or replacing the relevant Social Content;
  • you consider that any Advertising fails to comply with your warranties, any applicable laws or regulations of the Territory or the Content Guidelines, without limitation to Hoozu’s other rights and remedies: (i) you shall notify Hoozu of the non-compliance; and (ii) you shall use rectify the non-compliance as required by Hoozu as soon as is practicable, which may include removing or replacing the relevant Social Content.

3.3       You acknowledge that we may cancel or amend an order for any Services without charge or penalty, and without giving you any reasons for the cancellation.

Schedule B

Content Guidelines

 Unless specified otherwise in the Creative Brief or by Hoozu, you must comply with the following general creative content guidelines regarding both Social Content you publish with respect to a Creative Brief, or any other content you publish on Social Media while you are retained to post Social Content on behalf of a Client:

  • You must comply with the content rules and guidelines of the relevant Social Media on which you are posting, such as, without limitation, the Facebook Community Standards (https://www.facebook.com/communitystandards/), the Instagram Community Guidelines (https://help.instagram.com/477434105621119) and the YouTube Community Guidelines (https://www.youtube.com/yt/about/policies/#community-guidelines), and any other guidelines advised by Hoozu  from time to time; and
  • You must not post any Social Content which has the effect, intended or otherwise, of:
  • bringing the Client, its related entities, and their respective officers, employees, representatives, sponsors, advertisers and affiliates (together, ‘Client Group’), or any of their respective products or services into disrepute, or otherwise disparaging, ridiculing, vilifying or encouraging hatred, contempt or ridicule of any member of the Client Group;
  • encouraging any customer of the Client or its related entities or affiliates to cease or curtail their custom of products or services of the Client or its related entities or affiliates, or discouraging any person from becoming a customer of the same; or
  • being offensive to customers or potential customers of the Client or its related entities or affiliates, such as, without limitation, content which is racist, homophobic, misognysitic, political, religious or otherwise encourages hatred, contempt or ridicule of a person or group of people.

***END OF INFLUENCER TERMS ***