Terms & Conditions for Brands
TERMS AND CONDITIONS FOR BUSINESSES
NODE APP INC.
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.
- 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.
- 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.