ACKNOWLEDGMENT  

 

Node App inc. aims at connecting Content Creators with Businesses, to promote their products and services.

 

The Business is a user of the tools and services made available on node-app.com and the use of the Website is governed by the Terms governing the Website, as updated from time to time in accordance with the terms thereof, the (‘’The Agreement’’). 

 

The Business understands and acquiesces to the terms of this Agreement and will comply with said terms.

 

This Agreement is made by and between the undersigned Node App, an Ontario corporation, and the Business.  

 

To use the Platform and the Services, and when applying for a Business Account, the user will be required to provide Node App with certain details, as indicated on the Platform.  

 

Any application shall only be accepted following Node App written confirmation that the application has been successful. 

 

Following Node App’s acceptance of the Business application, the Business Account will become live, and a contract will be formed between the Business and Node App, which shall be subject to the present Agreement.   

 

 

ARTICLE 1 

 

INTERPRETATION 

 

1.1 General 

 

1.1.1 The Agreement contains the entire agreement between the parties relating to the subject matter hereof. 

 

1.1.2 The Agreement supersedes any prior agreements, negotiations, or communications, whether written or oral, relating to the subject matter hereof. 

 

1.1.3 No representations, promises, warranties, agreements, conditions, or undertakings shall be used in the interpretation of the Agreement. 

 

 

1.1.4 Headings 

 

The division of this Agreement into Articles, Sections, paragraphs, and clauses and the insertion of headings is for convenience of reference only and shall not affect the construction or interpretation of this Agreement.  

 

1.1.5 Definitions  

 

Unless the context otherwise requires, the following terms and expressions shall have the meanings set forth below whenever used in this Agreement:  

 

“Agreement” refers to this Agreement, the terms of this agreement, any supplemental general conditions, annexes, and any other document specified or referred to as forming part of the binding contract. 

 

“Billing Form” means the document generated by Node App during the Business online subscription process that acts as prior authorization, contract, and payment mechanism for services provided by the Platform.

 

“Business” any entity, proprietorships, individuals, partnerships, corporations, societies, associations, and organizations usually established and operating to commonly prosecute a commercial, industrial, or other legitimate business, enterprise, or undertaking, affiliated to Node App to supply goods, services, or both to the Content Creator, in order to promote their products and/or services. 

 

“Campaign Agreement” is the binding Contract that intervenes between the Content Creator and the Business regarding the Content Creator’s participation in their Campaign during the Business’ Campaign Creation process. The Campaign Agreement may include: 

 

a.    the deadline for applications for each Campaign 

b.   the date following or on which the Content Creator is to upload the Content to the Content Creator social media accounts. 

c.    request for Hashtags.

d.   request for Tags and @mentions.

e.    request to advertise promo codes.

f.     request for specific content format (videos, photos, stories, ...).

 

“Content” is all information, including but not limited to, data, text, software, music, sound, photographs, graphics, video, e-mail, hashtags, @mentions, coupon codes, and messages of any kind, whether publicly posted or privately transmitted, that the Content Creator uploads in connection with this Agreement and/or the Campaign Agreement. Content materials may include Photos, tweets, Instagram posts, YouTube videos, Tik Tok, and live streams that are created pursuant to the Campaign Agreement. 

“Content Creator” any proprietorships, influencers, individuals, partnerships, corporations, societies, associations, and organizations or other legitimate business, enterprise, or undertaking affiliated to Node App for the purpose of creating and promoting Businesses and brand Content, through social media and other outlets. 

 

“Goods and/or Services” means all the Goods (if any) and all the Services (if any) specified in the Campaign Agreement which the Business can supply to the Content Creator.

 

“Intellectual Property” means any information or knowledge of an industrial, scientific, technical, commercial, literary, dramatic, artistic or otherwise creative nature relating to the Work, whether oral or recorded in any form or medium and whether or not subject to copyright; this includes but is not limited to any inventions, designs, methods, processes, techniques, know-how, show-how, models, prototypes, patterns, samples, schematics, experimental or test data, reports, drawings, specifications, photographs, manuals and any other documents, Software, and Firmware. 

 

“Media Outlet” means a website, mobile application, social media outlet, television station or network, radio station or network, or other mediums (whether electronic or otherwise) where Content may be placed. 

 
‘’Node App’’ refers to Node app Inc., a corporation Registered Under the Laws of the Province of Ontario, Canada, party to this Agreement and providing the Platform in accordance with this Agreement.

 

“Platform” or “Service(s)” means all labor, supervision, materials, equipment, actions, and other requirements performed by Node App, and all related supporting technology, software, website, code, infrastructure, server, hardware, tool, functionality, database, communication owned, operated, hosted, delivered, used or provided by Node App or any third party, to effectively connect the Content Creators with the Businesses in accordance with the letter and spirit of this Agreement. 

 

“Renewal Date” means the date that the renewal of a registration takes effect.

 

“User(s)” refers to the Content Creator(s) or/and the Business(es) or other possible members of the Node App Platform.  

 

“Submission” or “Work” is the Content distributed, published, created by the Content Creator for the Business as well as the activities, services, goods, equipment, matters, and things required to be done, delivered, or performed by the Content Creator under this Agreement and as set forth in the Campaign Agreement. 

 

 

ARTICLE 2  

 

SERVICES AND PERSONNEL 

 

2.1 Content Creator Engagement  

 

2.1.1 Node App hereby appoints the Business from the date of execution of this Agreement for the advantageous limited purpose of promoting its services and products, through any Node App Content Creator's social outlets and set out in the specific Campaign Agreement formulated by the Business.

 

2.1.2 The Business agrees to be bound by each Campaign Agreement. 

 

2.1.3 The Business will create advertising and marketing campaigns by using the Platform in relation to which they would like Content Creators to upload Content.  

 

2.2 Fees

 

2.2.1 At the time of registration, the Business may be required by Node App to provide its preferred payment method to complete the registration.

 

 2.2.2 If the Business does not provide a valid payment method, then the registration process will be incomplete, and the Business will be unable to proceed with the account.

 

2.2.3 Upon canceling any of the hereby subscription plans, the Business may immediately lose all access to the Node App platform and any data or information stored within the Business account.

 

2.2.2 Freemium Program:

 

2.2.2.1 Node App may offer, during the registration process, a free version of their product during which the Business can use a feature-restricted version of the platform. The Node App subscription that does not require payment is referred to as the Freemium Program.

 

2.2.2.2 The Freemium Program allows the Business:

 

a)  to create and publish, on the Node App Platform, a limited number of Campaigns every month.

b)  to connect with a limited number of Content Creators every month. 

 

2.2.2.3 The Business is restricted to work with a (limited) number of Content Creators every month. The said number is non-cumulative and will automatically renew every month. 

 

2.2.2.4 the Business may cancel its Freemium Program Plan at any time. 

 

2.2.2.5 The number of Content Creators the Business can work with is non-cumulative and will automatically reset every month.

 

2.2.2.6 Node app reserves the right to modify, cancel and/or limit the Freemium Program offers at any time.

 

2.2.3. Premium Plans subscriptions

1.    Node App provides the Business with three premium membership subscription options:

a.           a monthly subscription plan, where the Business is charged an amount of $98 (NINETY-EIGHT DOLLARS) monthly. The monthly subscription plan will then automatically renew and continue month-to-month, unless and until the Business cancels the plan, upgrades to the semi-annual or yearly premium plans, or Node App terminates said plan. 

2. a semi-annual subscription plan, where the Business is charged an amount of $420 (FOUR HUNDRED TWENTY) dollars, twice a year. The semi-annual subscription plan will then automatically renew and continue for 6 months, unless and until the Business cancels the plan, upgrades to the yearly premium plan, or Node App terminates said plan.  

3. a yearly Premium program subscription plan where the Business is charged an amount of $768 (SEVEN HUNDRED SIXTY-EIGHT) dollars for an entire year.  The semi-annual subscription plan will then automatically renew and continue year-to-year, unless and until the Business cancels the plan or Node App terminates it.

 

2.2.3.2 A subscription to Node App's Premium service allows the business to promote an unlimited number of marketing campaigns during the specific subscription period through the node-app.com website and thus benefit from the entire community of Content Creators registered to the Node App platform.

 

2.2.3.3 Node App is authorized to bill the Business at the time set forth in the Billing Form and for any renewal billing date frequency established in the Billing Form, in accordance with the hereby Agreement.

 

2.2.3.4 The business will receive a full refund from Node App if the Business chooses to cancel its monthly subscription within 5 days of signing up to the monthly Premium program subscription plan or 5 days after any renewal of the subscription date, only if the Business does not publish any campaigns on the platform during the said 5-day period. 

 

2.2.3.5 The business will receive a full refund from Node App if the Business chooses to cancel its annual subscription within 10 days of signing up to the annual Premium program subscription plan or 10 days after any renewal of the subscription date, only if the Business does not publish any campaigns on the platform during the said 10-day period.

 

2.2.3.6 The business will receive a full refund from Node App if the Business chooses to cancel its yearly subscription within 14 days of signing up to the yearly Premium program subscription plan or 14 days after any renewal of the subscription date, only if the Business does not publish any campaigns on the platform during the said 14-day period.

 

2.2.3.7 All determinations and calculations of payments due to Node App by the Business will be final and binding; provided, however, Node App reserves the right to adjust past and future payments for any reason whatsoever, including, for example, system errors, breach of any terms of this Agreement, invalid activity, and prohibited activities. 

 

 

2.3 Dealings between the Business and the Content Creators 

 

2.3.1 Each order or acceptance of any Campaign Agreement relating to the promotion of specific Goods and/or Services by the Content Creator from the Node App platform, shall be deemed to be an offer by the Content Creator to promote and generate content in relation to those Goods and/or Services for the benefit of the Business. 

 

2.3.2 No order placed by the Content Creator shall be deemed to be accepted by the Business until an acknowledgment of order is issued by the Business authorized or the Business delivers the Goods and/or Services to the Content Creator. 

 

2.3.3 When the order placed by the Content Creator shall be deemed to be accepted by the Business, the Business will supply the specific Goods and/or Services to the Content Creator. 

 

2.3.4 The Business shall supply the Content Creator, at its sole expense, all necessary materials, and/or supplies, if any, to perform the Submission. 

 

2.3.5 Upon receiving the specific Goods and/or Services provided by the Business in relation to the Campaign Agreement, the Content Creator, at its sole expense will have to create a review or promote the specific Goods and/or Services provided in accordance with the Campaign Agreement set out therein and in this Agreement. The Content Creator will also create content on its social media platform in accordance with the Campaign Agreement and submit it to the Business. 

 

2.3.6 Once the Content Creator agrees to the terms of the Proposal with the Business, the Content Creator must post the Content on its social media platform. The Business can either approve or reject the Content.  

 

2.3.7 The Business’ dealings with any Content Creator found on or through the Service, including the delivery of related goods or services, and any other terms, warranties, representations, or conditions associated with such dealings, are solely between the Business and the Content Creator. The Business agrees that Node App is not responsible or liable for any loss or damage of any sort incurred because of such dealings. 

 

2.3.8 The Business may terminate any participation in the Campaign and/or any open projects immediately for cause if the Content Creator fails to perform any of its obligations under this Agreement or if a breach of any the warranties provided herein occurs and fails to correct such failure or breach to the Business’ reasonable satisfaction.  

 

2.3.9 Node App shall have no responsibility for any act or omission of any Content Creator in any way whatsoever, including their compliance with any Campaign Agreement or the processes set out in the present Agreement.  

 

2.4 The Goods and/or Services to be provided.

 

2.4.1 The Business shall supply the Goods and/or Services set out in the Campaign Agreement, on the terms and conditions set out therein and in this Agreement in an efficient, competent, and professional manner satisfactory to Node App and the Content Creator.

 

2.5 Inspection and Acceptance 

 

2.5.1 If any of the Content Submissions do not conform to specified requirements, the Business may require the Content Creator to perform the Content Submissions again or replace the non-conforming Submissions to bring them into full conformity with the requirements.   

 

2.6 The Obligations of the Business  

 

2.6.1 The Business agrees that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.

 

 2.6.2 When using the Node App Platform, the Business may receive information about other Users, including personally identifiable information, such as names, e-mail addresses, and physical addresses. This information is provided to the Business purely for the purpose of fulfilling the campaign and may not be used or disclosed for other purposes. 

 

2.6.3 The Business will exercise its best efforts to provide the Goods and/or Services diligently and in accordance with the schedule stated in the Campaign Agreement. 

 

2.6.4 The Business shall comply with all reasonable instructions and directions given to it by Node App or the Content Creator. 

 

2.6.5 The Campaign Agreement will automatically terminate when the Content Creator and the Business have performed all obligations under said Campaign Agreement.  

 

2.6.6 The Business may not claim directly or indirectly from the Content Creator any additional monetary compensation or consideration not provided for in this Agreement or in the Campaign Agreement solely for the performed Submission.  

 

2.6.7 The Business is under no obligation to post or use any Submission the Content Creator may provide and the Business may request the Content Creator to remove any Submission at any time at its sole discretion. 

 

2.6.8 The Business agrees not to be involved, directly with any activity that could compete with Node App. 

 

9.           The Business represents and warrants that: 

 

a.           the Goods and/or Services provided to the Content Creator in relation with the Campaign Agreement, do not infringe upon any third party’s patents, trademarks, trade secrets, copyrights, or other proprietary rights,

b.           the Goods and/or Services provided are new, of acceptable quality, free from defects in material and workmanship, and will meet the requirements and conform with any specifications agreed between the parties,

c.           it has all necessary permits and is authorized to do business,

d.           it will comply with all applicable federal and other jurisdictional laws where the Goods and/or Services are to be provided,

e.           it has full right and authority to enter into this Agreement. 

10.        The Business agrees that it will not use the Platform to: 

 

a.           upload, post, email, transmit, or otherwise make available any Goods and/or Services that is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, racially, ethnically, or otherwise objectionable or generally unlawful. 

b.           harm minors in any way. 

c.           impersonate any person or entity, including, but not limited to, a Node App official, forum leader, guide, or host, or falsely state or otherwise misrepresent its affiliation with a person or entity. 

 

11.        The Business shall not disclose, at any time, any information relating to Node App or the Content Creator, reasonably considered to be confidential. 

12.        The Business covenants and warrants to Node App that it does not have, and is not aware of, any conflict or potential conflict of interest between the Content Creator and the Business. Failure by the Business to disclose any conflict, or potential conflict, of interest may result in the termination of this Agreement at the sole discretion of Node App.

 

2.7 Relationship of the Parties 

 

2.7.1. It is specifically agreed and understood that the Business is providing the Goods and/or Services to the Content Creator as an independent contractor and neither the Business nor its employees, agents, or representatives shall be deemed to be nor shall they represent themselves as being employees, agents, or representatives of Node App for any purpose whatsoever.  

 

2.7.2 Nothing contained in this Agreement shall be deemed or construed by the parties as creating the relationship of employer/employee, principal, and agent, partnership, or a joint venture relationship between the parties hereto.  

 

2.7.3 Node App is not responsible in any way for acts or omissions of the Business, its employees, agents, representatives, or any persons under the control or supervision of the Business or for whom the Content Creator is responsible at law. 

 

 ARTICLE 3 

 

GROUNDS FOR TERMINATION 

 

3.1.1 Node App shall have the right to terminate this Agreement without further liability to Node App hereunder and without prejudice to any other right or remedy Node App may have, if, at any time during the duration of the Agreement, the Business does the following:   

 

a.           acts in circumstances that would make it unsuitable for the Business to continue to discharge its duties hereunder.  

b.   fails to provide the Goods and/or Services in accordance with the Campaign Agreement and fails to correct the default or fails to provide an acceptable schedule for the correction of the default. 

 

3.1.2 The Content Creator may terminate this Agreement for its convenience, without liability at any time, upon prior notice to Node App, provided there are no Content Submissions in progress during that period. 

 

3.1.3 The Business may terminate its Campaign Agreement with the Content Creator upon prior written notice pursuant to the Campaign Agreement.  

 

3.1.4 Node App, in its sole discretion, may terminate the Business’ account or any part thereof, including the use of its platform, and remove and discard any Content within the Platform, for any reason, including, without limitation:  

 

(a) if the Business has or Node App believes that the Business has engaged in illegal activities, including, without limitation, fraud, and/or nonpayment of any fees owed by the Business in connection with the Services.  

(b) if Node App believes that the Business has violated or acted inconsistently with the letter or spirit of this Agreement or other incorporated agreements or guidelines 

(c) requests by law enforcement or other government agencies 

(d) a request by the Business (self-initiated account deletion) 

(e) Illicit and unauthorized use and/or modification of the Platform (or any part thereof) 

(f) unexpected technical or security issues 

(g) in compliance with a legal process or proceedings 

(h) Node App may also, in its sole discretion and at any time, discontinue providing the Service, or any part thereof, with or without notice.  

 

ARTICLE 4  

 

OWNERSHIP OF WORK PRODUCTS AND MATERIALS 

 

4.1.1 The Business agrees that the Content remains the property of the Content Creator who has copyright ownership of the materials provided, posted, uploaded, input, or submitted by the Content Creator to any Media Outlet regarding any specific Campaign Agreements. 

 

4.2 License Grant  

 

4.2.1 The Content Creator grants Node App and the Business a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, and irrevocable license to duplicate, copy, display, publish, upload, perform, distribute, modify, create derivative works, delete, post, forward to others, and otherwise use the Campaign Content, and associated intellectual property and publicity rights, as needed to effectively carry out the Services Node App is providing in connection with the relevant Campaign Agreement. 

 

 

ARTICLE 5 

 

INDEMNITY AND LIABILITY 

 

5.1 Limitation of Liability 

 

5.1.1 The Business acknowledges that Node App does not perform any background checks on its users and cannot be responsible for the behavior and personal conduct of the Users or any criminal acts committed by said Users before, during, and after the duration of the Agreement. The Business understands that Node App does not verify or validate the veracity of the information submitted by the Users. The Business is solely responsible for its own protection and safety when engaging and communicating with other Users. Node App is not responsible for any loss or damage or personal injury, physical, psychological, or material, direct, or indirect, that the Business, another User or a third party may incur before, while, and after using the service, by using any information on this website, by the misuse of the service by other Users or by information Node App obtained by the Business or other Users of the Platform. 

 

5.1.2 Node App and its subsidiaries, officers, employees, agents, co-branders, partners, and licensors make     no warranty that:  

 

(a) the Platform will meet the Business’ specific requirements  

(b) the Platform will be uninterrupted, timely, secure, or error-free  

(c) the results that may be obtained from the use of the Platform will be accurate or reliable  

(d) the quality of any products, services, information, Content      or other material purchased or obtained by the Business through the Service will meet its expectations, and any errors in the software will be corrected. 

 

3.           To the extent permitted by law, Node App shall not be liable to the Business for: 

 

            (a) the Content provided by the Content Creator 

(b) any special, indirect, or consequential loss 

(c) any incidental, punitive, and/or exemplary damages 

(d) loss of profits (whether direct or indirect) 

(e) loss of business or business interruptions (whether direct or indirect) 

(f) loss of anticipated savings or loss of revenues (in either case, whether direct or indirect) 

(g) loss of reputation or goodwill (in either case, whether direct or indirect) and/or any other kind of economic loss 

 

4.           No advice or information, whether oral or written, obtained by the Business from Node App or through or from the Platform shall create any warranty not expressly stated in this Agreement. 

 

5.           The Business agrees that Node App shall not be liable to the Business nor any third party for any suspension of the Node App Service resulting from the Business non-payment of Fees or a dispute as to the management rights to the Node App Business Account.

 

5.2 Indemnification  

 

5.2.1 The Business shall indemnify and hold harmless Node App from and against all Claims resulting, directly or indirectly, from any default by the Business under this Agreement and/or the acts, omissions of the Business, its employees, agents, subcontractors, or anyone for whom the Business may be liable at law in the performance of or failure to perform the obligations stipulated in the Agreement's obligations herein. 

 

ARTICLE 6  

 

GENERAL 

 

6.1.1 If any provision of this Agreement is found by any court, tribunal, or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable, or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable, and the remaining provisions of the Agreement and the remainder of such provision shall continue in full force and effect.  

 

6.1.2 Failure or delay by Node App in enforcing or partially enforcing any provision of the Agreement shall not be construed as a waiver of any of its rights under this Agreement. 

 

 

6.2 Governing Law  

 

6.2.1 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable thereto. The parties attorn to the exclusive jurisdiction of the Ontario courts with respect to any matters arising under this Agreement.  

 

6.3 Severability 

 

6.3.1 The Parties recognize the uncertainty of the law with respect to certain provisions of this Agreement and expressly stipulate that this Agreement will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Agreement are determined by a Court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Agreement will be unaffected. 

 

6.4 Notice and Communication  

 

6.4.1 Any notices or other communications required under this Agreement to be made between the parties shall be in writing and shall be delivered by email, by courier delivery or by registered mail, addressed to Node App.  

 

6.4.2 If the Notice is delivered by courier delivery it shall be considered to have been received by the addressee on the actual date of receipt. 

 

6.5 Amendment 

 

6.5.1 Node App shall be entitled to change the Terms of the present Agreement at any time in its sole discretion by providing an updated copy of the Agreement on the Platform. For the avoidance of doubt, the Business’ use of the Platform following any update to these Terms shall be deemed as an acceptance of those updates which (following such acceptance) shall apply to the Agreement with effect from the day they were uploaded to the Platform. Any other variation of the Agreement (other than as permitted under these terms), shall only be effective if it is agreed in writing and signed by an authorized representative of Node App.  

 

ARTICLE 7  

 
MODIFICATIONS TO PLATFORM 

 

7.1.1 Node App reserves the right at any time to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice. The Business agrees that Node App will not be liable to the Business or to any third party for any modification, suspension, or cancellation of the Platform.  

 

ARTICLE 8 

 
DISPUTE RESOLUTION 

8.1.1 All disputes and controversies/discrepancies arising out from the performance of this Agreement will be resolved, if possible, through negotiations between the Parties; or if, whenever or in case any disputes or differences arising out of or in connection with this Agreement, the Parties shall settle such disputes or differences by means of negotiations between the Parties in an amicable manner.  

 

8.1.2 The Parties agree that any dispute resolution process must be undertaken and pursued before one of the parties can take the other to Court.  

 

 

 

ARTICLE 9

 

9.1 PRIVACY POLICY 

 

9.1.1 The Business consents to the disclosure by Node App of a minimal amount of personal information for the purpose of connecting Users. 

 

9.1.2 It is understood that by using the Platform, the Business consents to the collection, use and disclosure of information about the Business. 

 

9.1.3 The Business expressly acknowledges and agrees that Node App has the right to access and preserve its account information and may be required to disclose such information to comply with applicable law or in the good faith belief that such action is necessary to: 

 

(a) comply with a legal process or proceedings 

(b) to enforce this Agreement 

(c) to respond to claims that any Content violates the rights of third parties 

(d) or to protect the rights, property, or safety of Node App, its users, or the public. 

 

9.1.4 The Business understands that the technical processing and transmission of any Content, may involve:  

 

(a) transmissions over various networks; and 

(b) changes to conform and adapt to technical requirements of connecting networks or devices.