Terms & Conditions
Updated July 24, 2018
These Terms and Conditions of Service (“Agreement” or “Terms”) is a legally binding agreement between you (“Creator,” “you”), and The Digital Darlings, a branch of Daily Outsourced (“TDD,” “DO,” “we,” “us,” or “our”).
IF YOU ARE UNSURE AS TO THE TERMS SET HEREIN, PLEASE DO NOT PROCEED FURTHER AND CONTACT US AT email@example.com
TDD provides services (collectively “Services”) that enable companies who wish to create content and/or advertise their products and services (“Brands”) and individuals (“Creators”) to collaborate on the Brand’s advertising campaign (“Campaign Brief”). You may produce copy, text, video, images, photographs, graphics, messages or other materials (“Content”) pursuant to your participation in the Campaign Brief (an “Opportunity”) and to post, promote, and advertise the Content through your network (including your website or your posts on any website or social media provider account).
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION.
By accepting this Agreement, either by clicking a box indicating your acceptance via a contact form, using the website or/and our services, you agree that (a) you have read and understood the agreement; (b) represent that you are at least 18 years old; (c) you can form a binding contract; and (d) you accept the agreement and agree that you are legally bound by its terms as well as terms of an underlying campaign brief. You agree that TDD and DO are not liable for any damages or injury resulting from your use of our website, the service, or participation in an opportunity.
1. COMPLIANCE WITH LAWS AND POLICIES
You agree that you and all Content will fully comply with applicable laws, rules, regulations, and industry guidelines, including but not limited to the Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonials in Advertising, 16 CFR Part 255 (collectively, “Applicable Laws”), and that you will disclose in every post that mentions or features a Brand that you have received benefits from the Brand as described in this Agreement and the Campaign Brief. You will cooperate with us in removing or modifying any inappropriate Content relating to the Brand, its products, or the Campaign Brief from your blog, website, or your accounts on social networking websites, such as Instagram, Facebook, Pinterest, Snapchat (“Social Media Provider”) or any other media over which you have control. To the extent you are not in compliance with the terms required under this Agreement (without limiting any remedies that may be available to us and a Brand in law or equity), you will promptly remove and take down any non-compliant Content.
2. REPRESENTATIONS AND WARRANTIES
You represent and warrant that: (a) you have the full power and authority to enter into this Agreement and any Opportunity, and neither this Agreement nor your activity hereunder conflicts with any obligation on your part; (b) all information submitted by you and all statements made by you is accurate and will comply with all Applicable Laws, and (c) that you own all rights to, or have authorization or are otherwise legally permitted to upload Content, and that such Content does not violate any terms of service applicable to any Social Media Provider, or this Agreement.
DO NOT SIGN UP FOR FOR SERVICES IF YOU DO NOT AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS. BY SIGNING UP, YOU AGREE TO BE BOUND BY AND COMPLY FULLY WITH THESE TERMS.
3. THE DIGITAL DARLINGS COMMUNICATION
By signing up for our Services, you agree to receive communication from us including via e-mail and text messages.
By Email. If you wish to not receive emails from TDD please email firstname.lastname@example.org or follow the unsubscribe options in the promotional emails.
4. APPLYING TO PARTICIPATE IN A CAMPAIGN
Opportunities we send via email are not exclusive and everyone on our email list can apply for these opportunities. You may qualify to participate in campaigns based on your followers on Social Media Provider and any other parameters determined by the Brands.
If you wish to participate in a Campaign Brief, you authorize us to provide the Brand or its agency with some or all of the following information concerning you:
- Your name and Social Media Provider identification and handle;
- Your contact information and email address;
- Rates and pricing to which you have agreed;
- Sizing, product preferences, and biographical information;
- Any ideas, content or answers you provide to questions listed as part of the application process for each campaign.
Please note, your participation in a Brand’s Campaign Brief is referred to as an Opportunity. You may choose to work on multiple Opportunities at the same time but you must agree to post within timelines, if provided, for any opportunities you apply for.
A Campaign Brief includes the parameters, specifications, and terms and conditions of a Brand’s campaign. You agree to treat the contents of the Campaign Brief and any information related to the Brand and its agency as confidential and not to disclose such information to any third party. Your access to and use of the materials in the Campaign Brief requires you to review, acknowledge and accept the terms of the Campaign Brief, and once executed by you, will constitute a valid and binding agreement. Your failure to agree to the Campaign Brief will restrict you from participating in the Opportunity. Any non-compliance by you with the terms of such Campaign Brief will be deemed a violation of this Agreement.
In order to assign you an Opportunity or approve your participation in a Opportunity, Brands may be able to view your avatar, ratings, and content posted on your Social Media Provider. They will also be able to look at your stats related to completion of your Opportunities, etc. If necessary, Brands will contact you.
If your application to an Opportunity is approved and accepted, you agree to Transmit the Content to your Social Media Provider as directed in the Campaign Brief.
5. BRAND FEEDBACK
After your Content is approved by the Brand, Brand may be able to give you a review based on the criterion that is listed on the Campaign Brief.
6. YOUR CODE OF CONDUCT AND OBLIGATIONS UNDER A CAMPAIGN BRIEF
In connection with your participation in an Opportunity, you agree at all times that you will comply with the following code of conduct:
- You will abide by all terms and conditions outlined in the applicable Campaign Brief including but not limited to required social media tags and disclosures (“Required Tags”).
- You agree that you shall disclose your connection to the Brand in each post of Content as specified by the Campaign Brief by including, for instance, a hashtag such as #tddcollab, #tddpartner, #ad or #sponsored or a phrase similar to, “I’m working with [Brand Name]”.
- You agree to follow all required photo review and approval processes required by the Brand. You agree that you will not transmit any Content to your website or Social Media Provider account without obtaining the prior approval of the Brand or its agency. You further agree that the Brand or its agency has the sole discretion to accept or reject your submitted Content.
- You agree to comply with all the applicable laws, rules, regulations, and guidelines.
- You will clearly and conspicuously identify your connection with the Brand (i.e. that you received benefits) at any time you make a public statement or post about Brand or its products or services.
- You will state your honest views regarding the products which must reflect your true and actual experiences, opinions and belief based upon your use of the Brand’s products or services. You agree not to make claims about the Brand or its products or services that are not within the reasonable written guidelines provided to you by the Brand or its agency.
- You will limit your posting of Content to those websites, and Social Media Provider accounts specified in the Campaign Brief.
- You will represent the Brand and its products and services in a positive light.
- You will not make any statements regarding the products or services of Brand’s competitors.
- You will not impersonate any other person or entity, actual or fictitious, including by impersonating an employee or consultant of a Brand.
- You will respect the intellectual property and proprietary rights of others and you will not post any Content unless you have the necessary permissions including any identifiable third party brand logos or markers, and that you will not post the confidential or proprietary information of any party.
- You agree that if any Content contains an image of another identifiable person that you have obtained from them all necessary authorizations and will obtain a written release in a form acceptable to us as requested.
- You will ensure that the Content will not include Content that is profane, pornographic, sexually explicit, violent or derogatory of any ethnicity, race, gender, religion or faith, profession or age group; promotes excessive alcohol consumption, or in any way illegal drugs, tobacco, firearms/weapons or a particular political agenda; is obscene or offensive; or promotes or depicts unsafe activities or inhumane behavior or activities.
- You further ensure that the Content will not be placed adjacent to content that promotes pornography, violence, or the use of firearms, contains obscene language, or falls within another category stated in the Campaign Brief.
- You will comply with all industry-specific rules and regulations as instructed in the Campaign Brief relating to the advertising of Client’s products or services.
- You agree not to edit Content after it has been submitted, unless otherwise noted in the Campaign Brief or notified in writing by the Brand or TDD.
We reserve the right, for any reason or no reason, to remove any Content posted by you. To the extent you are not in compliance with the terms of the Campaign Brief (without limiting any remedies that may be available to us) you will promptly remove and takedown any non-compliant Content that you have posted to your Social Media Provider account(s), or any website to which you have posted Content.
Subject to your compliance with this Agreement and the Campaign Brief you shall be compensated in United States dollars (“Payment”) for the Content that is accepted by the Brand and posted to your Social Media Provider accounts or webpages in accordance with the terms of the Campaign Brief. To the extent that you are entitled to Payment, we will determine the method and you will provide reasonable cooperation in facilitating the Payment. For example, if we desire to pay you through PayPal, you will be required to establish a PayPal account and to provide us with sufficient information to allow us to transfer funds to you.
You agree to provide accurate information for facilitating Payment and if we are unable to facilitate the Payment because of inaccurate information provided by you, we will inform you through reasonable means and you will have 15 days to furnish accurate information to us for facilitating Payment.
You further agree and acknowledge that TDD and DO are not responsible for any Payment made to an incorrect bank account or PayPal account based on incorrect information provided by you.
You agree to promptly return money to us if the amount remitted to you is more than Payment due. You also agree to contact us immediately at email@example.com to inform us about the same.
You agree that you, the Creator, is responsible for all fees, such as equipment rentals, photographer fees, model fees, location fees, government fees etc., that may be incurred in connection with an Opportunity.
You further agree that you will report to all applicable government agencies as income all payments received by you pursuant to these Terms. This means you will be solely responsible for payment of all withholding taxes, social security, workers’ compensation, unemployment and disability insurance or similar items required by any government agency for any payments received by you. You are not entitled to any benefits paid or made available by TDD and DO to its employees, including, without limitation, any vacation or illness payments, or to participate in any plans, arrangements or distributions made by TDD pertaining to any bonus, stock option, profit sharing, insurance or similar benefits. You agree to defend, indemnify and hold harmless TDD and DO and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney’s fees) arising from your breach of the foregoing obligations.
8. NON-SOLICITATION AND PROHIBITION ON RAIDING
You agree that you shall not contact any Brand or its agency, or any of its personnel, agents or representatives outside of TDD and that you shall communicate exclusively through our Services. You agree, during the term of this Agreement and for a period of one (1) year thereafter, to only use the Services for any communication with a Brand or its agencies and that you will not directly or indirectly solicit or contact (including but not limited to e-mail, regular mail, express mail, telephone, fax, direct message and instant message), attempt to contact or meet with any TDD customers, including but not limited to any Brand or its agency with whom you have applied to or provided service for purposes of any offering or accepting goods or services similar to those provided by you under a Campaign Brief or competitive with those offered by other creators using the Services.
You acknowledge that a breach or threatened breach of this term would give rise to irreparable harm to The Digital Darlings and Daily Outsourced for which monetary damages would not be an adequate remedy, and you hereby agree that in the event of a breach or a threatened breach by you of any such obligations, Daily Outsourced shall, in addition to any and all other rights and remedies that may be available to us in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
In the event that any information is disclosed to you through your access to the Services related in any way to TDD and DO and our business and the business of our customers which we deem to be confidential and proprietary, including but not limited to any Campaign Brief, you agree to hold such information in the strictest of confidence. You acknowledge that we or a Brand or its agency may provide confidential and proprietary information to you in connection with your use of the Services or participation in an Opportunity including, but not limited to TDD website, identity of our customers, including any Brand or its agency contacts, names, phone numbers, addresses, email addresses, campaign, Campaign Brief, campaign history, campaign preferences, pricing information and other information regarding a Brand’s products, services, or initiatives, or other topics of the Campaign Brief and all other information which TDD considers to be confidential and proprietary or any special treatment that you may receive (which TDD/DO reserves the right to provide in its sole discretion to any Creator). Except as needed to perform your obligations hereunder, during the Term, you shall keep confidential and not disclose any information contained in a Campaign Brief or prepared for while participating in a Oportunity, including, but not limited to, topics, story projects or source information, prior to such information becoming available to the public. During the Term of this Agreement, you will also keep confidential and not disclose the terms of this Agreement or to use any such information for your own purposes.
You shall indemnify, defend and hold The Digital Darlings and Daily Outsourced and our officers, employees, managers, directors, customers and agents (the “Daily Outsourced Indemnified Parties”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against the Daily Outsourced Indemnified Parties arising from any of the following: (i) a breach of this Agreement or underlying Campaign Brief; (ii) the negligence, gross negligence or willful misconduct of you or your employees, agents or contractors; (iii) incorrect information provided by you in your Account or elsewhere ; or (iv) a failure by you or your employees, agents, contractors or invitees to comply with Applicable Laws and regulations.
11. TERM AND TERMINATION
This Agreement is effective upon your form (Influencer Sign Up) submission. This Agreement may be terminated: (a) by Creator, without cause, by unsubscribing from our marketing email list; or (b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement. In addition, Daily Outsourced may terminate this Agreement, or cancel your Opportunity in the event: (1) you no longer qualify to participate in an Opportunity; (2) Daily Outsourced has the good faith belief that such action is necessary to protect the Brand and/or other Creators; or (3) at the request of the Brand.
For all non-material breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to Daily Outsourced’ satisfaction, this Agreement will not be permanently terminated.
12. RELATIONSHIP OF THE PARTIES
The parties hereto are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint venturers, shareholders, employer/employee, agent/servant. The Creator has no power or authority to bind Daily Outsourced to any obligation, agreement, debt or liability. The Creator shall not hold itself out as an agent or representative of Daily Outsourced or The Digital Darlings.
You acknowledge and agree that opportunities we send via emails are not exclusive and are available to all Creators who signed up for our email. All Creators can apply but there is no guarantee of your participation or acceptance by Brands.
14. FORCE MAJEURE
Neither you or us shall be obliged to perform any of its obligations herein if either you or us is prevented from doing so by a situation of force majeure. “Force majeure” events shall include events beyond the reasonable control of either you or us including acts of God, acts of government, acts of nature, strikes or riots, as well as improper performance by Daily Outsourced’ suppliers and customers, including Clients, Agencies or technology suppliers, including defects in objects, materials or software of third parties.
15. GOVERNING LAW
This Agreement shall be governed by the law of the State of Florida, without respect to its conflicts of laws principles. We each agree to submit to the personal jurisdiction of a state or federal court located in Miami, Florida for any actions not subject to Dispute Resolution and Arbitration provisions.
PLEASE NOTE THAT BY USING THE WEBSITE AND THE SERVICES YOU ARE AGREEING TO BE BOUND BY AND TO COMPLY WITH THE TERMS DESCRIBED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OUR WEBSITE AND SERVICES AND EXIT IMMEDIATELY.