ACKNOWLEDGMENT 

 

Node app inc. (‘’Node App’’) aims at connecting Content Creators with the Businesses, to promote their products and services.

 

The Content Creator 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 Content Creator acknowledges the terms of this Agreement and will comply.

 

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

 

In order to use the Platform and the Services, and when applying for a Content Creator 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 acceptance of the Content Creator application, the Content Creator Account will become live, and a contract will be formed between the Content Creator 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.

 

“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 or @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.

 

“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.

 

“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 Content Creator from the date of execution of this Agreement for the limited purpose of promoting certain Businesses and Content, through social media outlets. 

 

2.1.2 During the Term, the Content Creator agrees to be engaged for the purpose of creating and promoting the Campaign Content and to be bound by the Campaign Agreement.

 

2.1.3 Businesses will upload advertising and marketing campaigns (“Campaigns”) by using the Platform in relation to which they would like Content Creators to upload Content. 

 

2.2 Fees 

 

2.2.1 There are no fees for creating a Content Creator account on the Node App Website. 

 

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 in Writing 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 provide 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 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.

 

2.3.6 The Content Creator agrees to keep the Content posted as part of its participation in the Campaign (on the relevant platform on which it was posted) for the minimum period set out in the Campaign Agreement and in the present Agreement.

 

2.3.7 The Content Creator’s dealings with any Business 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 Content Creator and the Business. The Content Creator agrees that Node App is not responsible or liable for any loss or damage of any sort incurred as a result of such dealings.

2.3.9 The Content Creator may terminate any participation in the Campaign and/or any open projects immediately for cause if the Business 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 Content Creator’s reasonable satisfaction. 

 

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

4.           Content to Be Provided

 

2.4.1 The Content Creator shall provide the Submissions 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 Business. 

 

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, at the Content Creator’s sole cost and expense.  

 

2.6 The Obligations of the Content Creator

2.6.1 The Content Creator will ensure that any Content includes the necessary hashtag requirements that exist in respect of all applicable advertising, promotion, and influencing standards.

 

2.6.2 When using the Node App Platform, the Content Creator 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 Content Creator purely for the purpose of fulfilling the Campaign and may not be used or disclosed for other purposes.

 

2.6.3 The Content Creator will exercise its best efforts to complete the Submissions in a professional and diligent manner, pursuant to the schedule stated in the Campaign Agreement. 

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

 

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 Content Creator may not claim directly or indirectly from the Business 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 Content Creator agrees not to reproduce, duplicate, copy, sell, trade, or exploit for any commercial purposes, any portion of the Work and Submissions, use of the Work and Submissions, or access to the Work and Submissions. The Content Creator also agrees not to be involved, directly with any activity that could compete with Node App. 

2.6.9 The Content Creator represents and warrants that:

a.           it is competent to perform the Work diligently and efficiently and in accordance with the standards of quality acceptable to Node app and in full conformity with the specifications and all the requirements of the Agreement.

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

c.           it is or will be the sole author of the provided Content and Submissions.

d.           the content is or will be its own original Work.

e.           it possesses the necessary tools or things to perform the Work and Submissions.

f.             it has the necessary qualifications, including the knowledge, skill, know-how, and experience, and the ability to use them effectively to perform the Work and Submissions.

g.           It is solely responsible for the manner and form of the content and the Content will not contain any obscene, deceptive, or fraudulent material. 

10.        The Content Creator agrees that it will not use the Service to:

a.           upload, post, email, transmit, or otherwise make available any Content 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.

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

2.6.12 The Content Creator 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 Content Creator to disclose any conflict, or potential conflict, of interest may result in the termination of this Agreement at the sole discretion of Node App. 

 

2.6.13 The Content Creator agrees to keep on its social media platforms and for a duration of at least 2 (TWO) months, any Content, Submission and Work posted, generated, published, created, and uploaded, except for such Content, Submission, and Work that is temporary in nature (i.e.: Instagram and Snapchat Stories)

 

2.7 Relationship of the Parties

 

2.7.1. It is specifically agreed and understood that the Content Creator is providing the Work and Submissions to the Business as an independent contractor and neither the Content Creator 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 or the Business 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 Content Creator, its employees, agents, representatives, or any persons under the control or supervision of the Content Creator 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 Content Creator does the following:  

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

b.           fails to carry out the Services in accordance with the Campaign Agreement and fail to correct the default or fail 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 Content Creator’s 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) lack of use 

(b) if Node App believes that the Content Creator 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 Content Creator (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) if the Content Creator has or Node App believes that the Content Creator has engaged in illegal activities, including fraud in connection with the Services. 

(i) 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 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.

 

4.3.1 The Content Creator waives the exercise of any moral rights they may have in the work, except in cases where, a performance is modified or used in a manner prejudicial to their honor and reputation.

ARTICLE 5

 

INDEMNITY AND LIABILITY

 

5.1 Limitation of Liability

5.1.1 The Content Creator 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 Content Creator understands that Node and does not verify or validate the veracity of the information submitted by the Users. The Content Creator 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 Content Creator, 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 Content Creator 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 Content Creator’s 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, or other material purchased or obtained by the Content Creator through the service will meet its expectations, and any errors in the software will be corrected.

5.1.3 To the extent permitted by law, Node App shall not be liable to the Content Creator for:

a.           any act, omission, or inaccuracy of Goods and/or Services provided by the Business

(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

 

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

5.2 Indemnification 

 

5.2.1 The Content Creator shall indemnify and hold harmless Node App from and against all Claims resulting, directly or indirectly, from any default by the Content Creator under this Agreement and/or the acts, omissions of the Content Creator, its employees, agents, subcontractors, or anyone for whom the Content Creator 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 the Contract 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 Contract 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 the Contract.

 

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 Contract and expressly stipulate that this Contract 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 Contract are determined by a Court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Contract or modified to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Contract 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 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 (or the next business day if sent on a holiday or a non-business day of the recipient).

 

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 Content Creator’s 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 Content Creator agrees that Node App will not be liable to the Content Creator 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 arise 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 Content Creator 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 Content Creator consents to the collection, use, and disclosure of information about the User.

9.1.3 The Content Creator expressly acknowledges and agrees that Node App has the right to access and preserve its account information and Content 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 the content violates the rights of third parties

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

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

9.1.4 The Content Creator 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.