A. icastmedia.com an Allcenta Inc. service is influencer marketing platform that engages brands and content creators in connection with influencer marketing campaigns and related services.
B. You (“you”) wish to register to icastmedia.com ’s proprietary influencer Platform in order to participate in campaigns procured by icastmedia.com or, in the case of a manager and/or an agency (where applicable), so that your Business or Influencer Marketing Engagements (B/IME) can participate in such campaigns.
C. By ticking “Accept” where indicated, registering an account on the Platform or by using the Platform, you and or (B/IME) (as applicable) understand and agree that you shall be bound by these Platform Terms & Conditions.
D. Please read these Platform Terms carefully as they contain important information about you and or your (B/IME) (as applicable) rights and responsibilities when using the Platform.
1.1 The defined terms in these terms and conditions shall have the following meanings:
Agreement: means the binding agreement between icastmedia.com and You and/or your (B/IME)(as applicable) which is made up of these Platform Terms together with each applicable Contract(s) as agreed between the parties from time to time. For clarity, each agreed Contract(s) shall form a separate Agreement incorporating these Platform Terms.
Brand: means the brand that icastmedia.com has procured to work with You and/or your (B/IME)(as applicable) in relation to an influencer marketing Campaign as detailed in a Contract(s).
Change(s): means any changes required by icastmedia.com and/or Brand in connection with a Deliverable (or Deliverables) provided by You and/or your (B/IME)(as applicable) further to a Contract(s) in accordance with clause 7.4.
Campaign(s): means the influencer marketing campaign (or campaigns) involving a Brand and You and/or your (B/IME)(as applicable) as detailed in each Contract(s).
Campaign Term: means the duration of the applicable Campaign as detailed in each Contract(s).
Confidential Information: means confidential and proprietary information and trade secrets, including without limitation, software and hardware designs and specifications, equipment, software (including not by way of limitation source and binary code), plans, drawings, data, prototypes, discoveries, research, developments, processes, procedures, intellectual property and information relating to customers, marketing plans and future products, business data, internal organizational structure, methods of operations, business processes, forecasts, and financial information and such other information disclosed pursuant to conditions of confidentiality, whether disclosed prior to, upon or after execution of this Agreement.
Deliverables: means the proceeds of your and/or (B/IME) Services (as applicable) as required in connection with each Campaign and as detailed in each Contract(s).
Fees: means the applicable compensation in connection with a Campaign as set out in a Contract(s) and payable in accordance with clause 7.
Framework Terms: means these terms and conditions.
icastmedia.com Materials: means any materials or information owned by or licensed to icastmedia.com and/or Brand that are provided to You and/or your (B/IME)(as applicable), or any of your and/or their respective associates, in connection with this Agreement.
Intellectual Property Rights: means any and all present and future, patents, inventions, know-how, trade secrets and other confidential information, trademarks, service marks, logos, emblems, badges, mascots, insignia, identifying music and sounds, get-up, domain names, business names, trade names, moral rights, performance rights, registered designs, copyrights, database rights, the sui generis rights of extraction relating to databases, design rights and other intellectual property rights of whatever nature, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world.
Media: any website, social media platform or place where Deliverables are posted and/or displayed including but not limited to those specific sites detailed in each Contract(s).
Platform: means icastmedia.com ’s proprietary technology which enables registered content creators to engage in commercial opportunities with Brands, namely execute Campaigns and facilitate deliverable submissions, approval and performance.
Business/ Influencer Marketing Engagements (B/IME): means those content creators whom you represent and are authorized to act for and on behalf of in connection with procuring commercial opportunities, namely in connection with the Campaign(s), and whom you wish to register to the Platform.
Services: means the services that You and/or your (B/IME)(as applicable) are required to provide in connection with a Campaign (including but not limited to the provision of the deliverables) as detailed in each Contract(s). Term: means the duration of Agreement between icastmedia.com and You and/or your (B/IME)(as applicable) as detailed in clause 3.1.
Term: means the duration of Agreement between icastmedia.com and You and/or your (B/IME)(as applicable) as detailed in clause 3.1.
Territory: means the territory applicable to each Agreement as detailed in a Contract(s).
Contract(s): means the statement of work accessed and agreed between the parties from time to time through the Platform which shall include (without limitation): (i) the scope and details of each Campaign(s); (ii) the required Services in relation to each Campaign(s); (iii) the commercial terms of the Agreement as relevant to each Campaign(s), including but not limited to details such as Fees, Deliverables, usage rights and related usage periods, exclusivity, relevant media channels and Campaign Term(s).
2. OUR AGREEMENT
2.1. The Parties have agreed to work together on the ICASTMEIDA.COM Platform terms and conditions.
2.2. From time to time, the parties may agree a Contract(s) through the Platform.
2.3. Each Contract(s) shall be accessible and agreed through our Platform without holding icastmedia.com or Allcenta Inc held responsible in anyway. These platform Terms shall also apply to any provision of services by icastmedia.com to you.
3. DURATION OF OUR AGREEMENT
3.1. The term of our agreement shall begin on the date signing up for an account with ICASTMEIDA.COM.
3.2. The platform terms and services will be canceled upon termination of the account, however if the you or B/IME has an active contract with a Brand, that contract will stay in effect per the agreement you both signed up with. icastmedia.com has no authority or involvement between you or your B/IME with the Brand.
4.1. In consideration of your Services and/or your (B/IME) (as applicable), icastmedia.com shall pay you the Fees as set out in a Contract(s) in accordance with clause 7 to an account chosen by you.
4.2. During the Campaign Term, you agree to provide the Services described in a Contract(s) or, where applicable, you agree to procure you’re your or your (B/IME) provides the Services as described in a Contract(s) with all reasonable and due care and skill and subject to the terms of the Agreement.
5. WHAT YOU ARE REQUIRED TO DO
5.1 You and/or your your (B/IME)(as applicable) agree to co-operate with and act in good faith towards icastmedia.com where necessary to fulfill if any of the Services icastmedia.com requires to carry out any obligations.
5.2 You and/or your (B/IME)(as applicable) agree to keep the applicable page and/or profile on which the Deliverables are posted on the relevant Media accessible to the public (i.e. not private) for the duration of the Campaign Term as set out in the Contract(s).
5.3 You and/or your (B/IME)(as applicable) understand and agree that the Deliverables are subject to the Brand’s final approval in connection with each relevant Campaign, such approval not to be unreasonably withheld. You understand and agree or, where applicable, procure that (B/IME) understands and agrees, to make any Change(s) or amendments to the Deliverables in order to rectify any inaccuracies before posting the same on the applicable Media set out in the Contract(s) and in accordance with clause 7.4.
5.4 The Deliverables shall disclose the sponsored nature of the relationship between you and/or your (B/IME)(as applicable) and the Brand in respect of the Services by disclosing the Deliverables '#ad' or ‘AD’ as appropriate.
5.5 You and/or your (B/IME)(as applicable) will need to register to the Platform in order to submit all Deliverables in accordance with a Contract(s) so that both icastmedia.com and Brand can record their approval(s) of the Deliverables.
5.6 Where required, You and/or your (B/IME)(as applicable) agree to link the relevant user account with a valid Facebook, Instagram, YouTube, Twitter or such other social media account as applicable (such service, a “Third-Party Service” and each such account, a “Third-Party Account”) by allowing icastmedia.com to access you and/or your (as applicable) Third-Party Account, as is permitted under the applicable terms and conditions that govern the use of each Third-Party Account, so that icastmedia.com can track performance of Deliverables in relation to any given Campaign
6. WHAT EACH PARTY PROMISES IN RELATION TO THE AGREEMENT
6.1. You and/or your (B/IME)(as applicable) warrant and represent that:
6.1.1. you are able to provide the Services and have the legal capacity to enter into this Agreement and that by doing so you will not be in breach of any obligation to or right of a third party;
6.1.2. you have the necessary skills and knowledge to carry out the Services under this Agreement;
6.1.3. you are solely responsible for all income tax and national insurance contributions or social security due in respect of provision of the Services under this Agreement;
6.1.4. the Services shall be provided in accordance with the Contract(s) (and as otherwise set out herein) and such Services shall be provided with all due care, skill and ability;
6.1.5. the manner in which the Deliverables are used on the Media will not have any adverse effect on icastmedia.com and/or the Brand;
6.1.6 as of the effective date of this Agreement, there are no reasons, acts or omissions that You and/or your (B/IME)(as applicable) have undertaken which brings, or is likely to bring, icastmedia.com and/or Brand (at icastmedia.com and/or Brands sole reasonable discretion) into disrepute, scandal or embarrassment, including without limitation any connection with any criminal activity;
6.1.7 the Deliverables will not, when used in accordance with this Agreement, infringe the intellectual property rights or other rights of any third party and will comply with all applicable laws and regulations;
6.1.8. where required and on icastmedia.com ’s request, You and/or your (B/IME)(as applicable) shall provide icastmedia.com with full details of the performance of the Deliverables including but not limited to viewer engagements, likes, impressions and views;
6.1.9. unless prevented by ill health or accident, You and/or your (B/IME)(as applicable) shall devote such time as is necessary to the carrying out of the Services as may be necessary for their proper performance upon agreement by the Brand (You and/or your (B/IME) will need to notify the Brand and icastmedia.com immediately of any health or accident occurrences that may hinder you from any deliverables. You and/or your (B/IME) may contact icastmeida.com at email@example.com . There is no need to discuss detailed health information with icastmedia.com , just enough to notify both icastmedia.com and the BRAND.
6.1.10. should any third parties be hired by You and/or your (B/IME)(as applicable) in connection with the Services, under your contractual obligations to icastmedia.com and the BRAND will pass onto your third party hire of choice and all Terms and Conditions will apply along with any privacy policies indicated;
6.1.11. You and/or your (B/IME)(as applicable) shall obtain such licenses, waivers or consents in respect of existing materials (excluding icastmedia.com Materials) incorporated into the Deliverables as shall be necessary in order that icastmedia.com and/or Brand can use the Deliverables for the purposes set out in this Agreement;
6.1.12. you will advise icastmedia.com , as soon as reasonably practicable, in the event that You and/or your (B/IME)(as applicable) are unable to provide the Services due to illness, injury or other emergency.
6.2. icastmedia.com warrants and undertakes that it shall be responsible for the management of and communication with the Brand and that it shall provide You and/or your (B/IME)(as applicable) with the Brand’s creative briefs in relation to the applicable Campaign and in connection with the Services.
6.3 You and/or your(B/IME) agree to settle any disputes based on the jurisdiction of the country and local laws where the Campaign is contractually signed. If the campaign contractual agreement is signed for cross country services, it is You and/or your (B/IME) and the BRANDs responsibility to come into settlement for any of these disputes
7. FEES; CHANGE CONTROL
7.1. icastmedia.com shall pay you 90% of the Fees set out in each Contract(s) based on the milestones the Brand has indicated for the Services and subject to:(i) payment from the Brand for services rendered in connection with the relevant Campaign; and (ii) the receipt of a valid invoice, or otherwise in accordance with the payment terms set out in the relevant Contract(s). Payment will only be released once the Brand indicates each milestone has been completed to satisfaction.
7.2. You and/or your (B/IME)(as applicable) shall be responsible for making all deductions from payments and Fees received in relation to this Agreement and performing all acts and making all payments necessary under any relevant tax legislation. For the avoidance of doubt, icastmedia.com shall not make such deductions from the Fees.
7.3. icastmedia.com may deduct amounts from the Fees in the event that:
7.3.1. You and/or your (B/IME)(as applicable) fail to properly and/or on time provide icastmedia.com the Deliverables and/or comply with any reasonable instructions set out in a Contract(s) as reasonably required for the timely supply of the Services (provided always that such failure to provide the Deliverables is not the direct result of icastmedia.com and/or Brand’s material failure to comply with its obligations toward You and/or your (B/IME)(as applicable));
7.3.2. there are unforeseen changes to the cost of Services and/or other circumstances outside of icastmedia.com ’s reasonable control, for example where a Brand has decided to cancel or otherwise not proceed with a Campaign or part thereof except that, in this case, icastmedia.com will not interfere with such negotiations and based on the contract accepted between You and/or your (B/IME) will need to work with the Brand. The only thing that icastmedia.com will do is provide prove of campaign and contract agreement signed between both parties. ICASTMEIDA.COM is not held liable for such arbitrations and legal actions.
7.3.3. the parties agree to any variations to the Services in writing.
7.4. In the event that a Brand requires any Change(s) or alteration to the Services and/or the Deliverables, both parties shall take it upon themselves to come to an agreement of the changes by contacting each other via the portal. If no response or agreement is imminent, icastmedia.com as a courtesy will reach out to either party. This is the only engagement that icastmedia.com will provide and try to achieve communicate between both parties.
8. UNAVAILABILITY OF CONTENT CREATORS
In the event that You and/or your (B/IME)(as applicable), are unavailable or unwilling to provide the Services, you agree to inform icastmedia.com via firstname.lastname@example.org and the BRAND immediately and based on the contractual agreement You and/or your (B/IME) have with the BRAND, you will need to come to an agreement on any refunds. icastmedia.com will not refund or Pro-Rate any fees collected for any of the engagements started on the icastmedia.com Platform.
In order to protect the legitimate business interests of icastmedia.com , you represent or, as applicable, you procure that (B/IME) represents, with icastmedia.com that You and/or your (B/IME) shall not for the Term and a period of 12 months after the Term directly deal with a Brand for which You and/or your (B/IME)(as applicable) have provided Services to in connection with this Agreement without icastmedia.com ’s prior written approval.
10.1. The Parties may NOT disclose to each other and their designated agents and/or advisors Confidential Information.
10.2. Each party undertakes that it will keep secret and confidential the terms of this Agreement and any Confidential Information supplied by either party in connection with this Agreement or in connection with the business of the other and in connection with the Services and Campaign and shall only disclose such information or part thereof (except to its own employees and advisers and then only on a need to know basis) with the other party’s prior written consent PROVIDED THAT this clause shall not extend to information which was and can be shown to be rightfully in the possession of the receiving party prior to the commencement of the negotiations leading to this Agreement or which is in the public domain (other than as a result of a breach of this clause).
11 INTELLECTUAL PROPERTY
11.1 Subject to the remainder of this clause 11 and unless otherwise agreed in a Contract(s), You and/or your (B/IME)(as applicable) will retain all Intellectual Property Rights in the content created in the provision of the Services, excluding any Intellectual Property Rights in icastmedia.com Materials provided by icastmedia.com and/or the Brand which shall remain the property of icastmedia.com and/or the Brand (as applicable).
11.2. You and/or your (B/IME)(as applicable) agree that the Deliverables must be kept on the relevant Media in the Territory and for the duration of the Campaign Term and any time periods specifically set out in the relevant Contract(s) which shall, unless otherwise stated in a Contract(s), be a minimum of 12 months from the date of posting the relevant Deliverable on the Media (subject always to the terms and conditions of the relevant Media platform).
11.3. If a Contract(s) indicates that icastmedia.com and/or Brand may use the Deliverables on its own channels, it is the intention of the parties that icastmedia.com and/or Brand hold a license to use and exploit such Deliverables in accordance with the terms set out in the Contract(s). You and/or your (B/IME)(as applicable) shall grant to icastmedia.com and/or Brand an irrevocable royalty-free license to use and exploit the Deliverables for the purpose described in the Contract(s) in the Territory and on the applicable Media set out in the Contract(s).
11.4. Notwithstanding the expiry of any license granted further to clause 11.3 above, You and/or your (B/IME)(as applicable) agree that icastmedia.com and/or Brand may continue to use the Deliverables and/or the proceeds of your Services in perpetuity and on a royalty free basis strictly for non-commercial purposes, including but not limited to intra-company, research, award, press, publicity, file and/or reference purposes.
11.5. Where applicable, You and/or your (B/IME) acknowledge and agree that in order to promote You and/or your (B/IME)(as applicable) to our commercial network of Brands and to maximize commercial opportunities available to You and/or your (B/IME) as part of icastmedia.com 's content creator community, we may use, in any and all media now known or hereafter devised, your and/or Represented Talent’s approved name, picture, image, likeness, social media handle(s), avatar (s), signature, voice, and biographical information, as incorporated into the Deliverables and/or other social media content, in their original or modified form, provided always that such use is for noncommercial purposes and credits You and/or your (B/IME)(as applicable), in accordance with the terms of this Agreement.
11.6. You and/or your (B/IME)(as applicable) expressly acknowledge that it is forbidden to use the Deliverables in connection with any racist, defamatory or obscene material (including, without limitation, pornographic material) or other legally restricted material.
11.7. icastmedia.com grants You and/or your (B/IME) (as applicable) a non-exclusive royalty free license to use the icastmedia.com Materials for all purposes relating to this Agreement and warrants that it is fully entitled to grant You and/or your (B/IME) (as applicable) these rights and that the icastmedia.com Materials are free of racist, defamatory, obscene and other legally restricted material.
12.1. Either party shall be entitled to terminate this Agreement upon the other party’s material breach (including without limitation non-payment of any sum due) unless the breaching party remedies such breach within fourteen (14) days of its occurrence.
12.2. Neither party will be liable in any amount for failure to perform any obligation hereunder if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of such party including without limitation, internet outages, pandemic, communications outages, fire, flood, war or act of God. In such circumstances the affected party shall be entitled to a reasonable extension of time for performing such obligations. If the period of delay or non-performance continues for a period of more than one (1) month, the party not affected may terminate the Term of this agreement by giving fourteen (14) days’ written notice to the affected party.
12.3. You and/or your (B/IME) (as applicable) may not cancel its order of the Services or otherwise terminate this Agreement (save for a proven material breach by icastmedia.com of a fundamental term of this Agreement) at any time.
12.4. Upon expiry and/or termination of this Agreement:
12.4.2. any term of this Agreement which is intended to survive the Term shall continue to apply on or after such expiry or ending of the Agreement, including without limitation clauses 1, 6,7,9,10,11,12,13,14 and 15
13.1. Subject to Clause 13.2 below, icastmedia.com ’s liability to You and/or your (B/IME) (as applicable) for any loss or damage direct or otherwise and howsoever caused whether in tort (including negligence), contract or otherwise shall not exceed the Fees invoiced by You and/or your (B/IME) (as applicable) to icastmedia.com for the Services under the Contract(s) to which such liability relates.
13.2. Neither party shall be liable to the other party for any indirect or consequential loss or damage SAVE THAT nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud, death or personal injury caused by its negligence or any other liability to the extent the same may not be excluded or limited as a matter of law.
13.3. When instructions or advice are given or received orally by icastmedia.com , it shall have no liability to You and/or your (B/IME) (as applicable) for any misunderstanding or representation which may arise in relation thereto except in relation to fraudulent misrepresentations.
You and/or your (B/IME )(as applicable) undertake to icastmedia.com to indemnify and hold harmless icastmedia.com and/or Brand in full and defend at its own expense icastmedia.com and/or Brand against all costs, damages and losses incurred by it arising out of its use of the Deliverables or breach of clause 6.1.1 to 6.1.12 (inclusive).
15.1. The Parties understand that icastmedia.com is an independent contractor with respect to You and/or your (B/IME)(as applicable), and this Agreement creates employment, no agency, partnership or joint venture relationship between the Parties. Neither party shall have express or implied authority to act on behalf of or make any representations whatsoever on behalf of the other. You understand that icastmedia.com has other clients and that icastmedia.com may offer similar services to other clients.
15.2. Except as specifically set forth herein, this Agreement may be amended or terminated only by a written instrument executed by an authorized officer of icastmedia.com and you.
15.3. If at any time any part of this Agreement is or becomes unenforceable, such part will be construed as far as possible to reflect the Parties’ intentions and the remainder of the provisions will remain in full force and effect.
15.6. During the Term of this Agreement and for the twelve (12) month period following its termination, neither party shall directly or indirectly solicit, offer employment, employ or retain as a consultant any employee or former employee of the other party who has participated directly in the Services without the prior written consent of the other party.
15.7. This Agreement shall be governed and construed in all respects in accordance with The United States of America and International Laws of depending on country of use and the Parties agree to submit to the exclusive jurisdiction of the courts of The United States of America.