THIS IS A LEGALLY BINDING AGREEMENT BETWEEN MIKZ LICENSING AB (“MIKZ LICENSING”), COMPANY NO. 556922-7407, DOCKPLATSEN 1, SE-211 19 MALMÖ, SWEDEN AND YOU, OR IF YOU REPRESENT A COMPANY OR OTHER ENTITY, THAT COMPANY OR ENTITY (IN EITHER CASE “YOU”).
THE PLATFORM ENABLES INFLUENCERS OR THEIR AGENTS (COLLECTIVELY “INFLUENCERS”) TO, AMONG OTHER THINGS, ENGAGE WITH MARKETERS OR THEIR AGENTS (COLLECTIVELY “MARKETERS”) AND / OR END-USERS (“END-USERS”), AS THE CASE MAY BE, FOR THE DISTRIBUTION OF BRANDED CONTENT, PREMIUM DISPLAY ADVERTISEMENTS AND / OR NATIVE ADVERTISEMENTS (COLLECTIVELY “ADVERTISER MATERIALS”) AND SOCIAL CONTENT (ALL TOGETHER “CONTENT”).
BEFORE ACCESSING OR USING THE PLATFORM OR ANY INFORMATION, DATA OR CONTENT PROVIDED THROUGH THE PLATFORM (COLLECTIVELY “INFORMATION”), YOU ARE REQUIRED TO AGREE TO AND COMPLY WITH THE TERMS OF THIS AGREEMENT.
THIS AGREEMENT SUPERSEDES ANY PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND MIKZ LICENSING OR ITS SUBSIDIARIES RELATING TO YOUR USE OF THE PLATFORM OR ANY INFORMATION.
PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE PLATFORM OR ANY INFORMATION, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THESE TERMS, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT.
IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, MIKZ LICENSING IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE PLATFORM OR ANY INFORMATION AND YOU MUST NOT ACCESS OR USE THE PLATFORM OR ANY INFORMATION.
IF YOU ACCESS OR USE THE PLATFORM OR ANY INFORMATION, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT.
1.1 Mikz Licensing reserves the right, at any time, to modify the Platform or this Agreement, by making notices of such modifications available at the Platform. Modifications will be effective immediately upon posting such notices at the Platform.
1.2 You may cease using the Platform at any time if you do not agree to any modification. However, You will be deemed to have agreed to such modification through Your continued use of the Platform following such notice.
2. GRANT OF RIGHTS
2.1 Subject to Your compliance with this Agreement, Mikz Licensing grants You a non-exclusive, non-transferable, worldwide and revocable right during the contractual period to use the Platform in accordance with the terms hereof and the user instructions for the Platform as specified at the Platform or by Mikz Licensing.
2.2 You agree not to use, modify, reproduce, create derivative works from, republish or in any way exploit or utilize the Platform other than as expressly permitted in this Agreement or any other agreement that You may be required to agree to before being given access to the Platform.
2.3 If you are an Marketer, You grant Mikz Licensing a non-exclusive, royalty-free, world-wide licence to use, reproduce and display the Your company logo and Advertiser Materials on the Platform and in Mikz Licensing’ marketing materials.
2.4 If you are an Influencer, You grant Mikz Licensing the right, as an intermediary, to market, sell, match, assign, transfer and convey Advertiser Materials to You, either directly or through the Platform, and to process payments from Marketers and forward such payments to You, as described in Section 4.
3. CONTENT AND INFORMATION
3.1 You are solely and exclusively responsible for all Content and Information that You may upload, store and distribute to Influencers, Marketers or End-Users, as the case may be, through the Platform. You guarantee that the Content and Information are at all times in compliance with applicable laws and the Mikz Licensing content rules in Appendix A. Mikz Licensing may remove any Content and Information from the Platform that do not comply with the restrictions concerning Content and Information as specified in this Agreement.
3.2 You shall bear sole liability for any error, omission or claim attributable to Your Content and Information. Mikz Licensing shall not bear any liability for any such claim and You shall indemnify Mikz Licensing for each such claim made against Mikz Licensing.
3.3 You understand that the Platform comprises functionality entailing that End-user may share Content with third parties via social networks such as Facebook and Instagram, via email or other channels, which may change from time to time. You expressly consent to the Content being shared by End-users with third parties as described above.
4. REMUNERATION AND PAYMENTS
4.1 Marketers may place orders (”Orders”) related to any service (”Service”) to be delivered through the Platform. Mikz Licensing fully reserves the right to reject any Order placed through the Platform for any reason and in its sole discretion.
4.2 You accept that Mikz Licencing is entitled to a remuneration based on the revenues from the services (”Services”)agreed when establishing Your Account at the Platform, or in other applicable agreements. Such revenues may be, but are not limited to, revenues from Assignments, commission fees from affiliate programs, sales of brand ambassadorships, e-commerce services, etc. If not otherwise agreed in other applicable agreements, Mikz Licensing is during the contractual period entitled to 100 (hundred) percent of the revenues from Services based on premium display advertising generated through Your Account at the Platform and 20 (twenty) percent of the revenues from any other Services that have been marketed, sold or otherwise assigned or transfered to You, either directly or through the Platform.
4.3 You accept that Mikz Licensing collects any and all revenues from the Services and distribute such revenues between the Parties, or any other third party as the case may be, as agreed through Your Account at the Platform. You also agree that Mikz Licensing shall make deductions for any taxes or levies (if applicable) that is required by applicable laws and statutes such as, but not limited to, advertisement tax, employer’s contribution, VAT, etc.
4.4 You accept that Mikz Licensing and / or third parties, as the case may be, may be entitled to a remuneration based on the Services You have ordered through the Platform. Such revenues may be, but are not limited to, revenues from Orders, support services, marketplace fees, commission fees, etc.
4.5 Unless agreed otherwise in other applicable agreement, You shall pay Mikz Licensing for support services (“Support”) according to Your choice of support level through Your Account at the Platform. Fees for Support are set out in the pricelist at the Platform (the “Price List”). Mikz Licensing shall be entitled to amend the fees in the Price List. An up-to-date version of the Price List is always available at the Platform.
4.6 All amounts due under this Agreement exclude VAT and shall be payable by the Marketers by credit card or invoice upon placing an Order. All payment shall be made in the currency as specified at the Platform.
4.7 Marketers shall indemnify Mikz Licensing for any costs incurred due to Marketer’s provision of an incorrect VAT ID number.
4.8 You are solely responsible for all expenses that arise from Your use of the Platform, e.g. costs for Your own equipment such as computer, software, telephone, Internet access, etc
4.9 Financial settlements between the Parties shall be made every month within 30 days of the elapse of each month.
4.10 If You fail to make a payment within the specified time, Mikz Licensing shall, unless agreed otherwise in other applicable agreement, be entitled to annual interest for overdue payment of twelve (12) percent. In the event of late payment, Mikz Licensing shall also be entitled, upon at least ten (10) days’ written notice to You, to terminate its performance under this Agreement and Your access to the Platform until payment has been received.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 You have the sole right to all copyrights and other rights to the Content and Information that you upload to the Platform.
5.2 All intellectual property rights to the Platform belong to Mikz Licensing or its licensor.
5.3 None of the Parties may infringe, violate or harm any rights belonging to the other Party.
5.4 You are solely responsible for ensuring that Advertiser Material does not infringe intellectual property rights of third parties or violates any marketing rules, ethical codes and regulations or applicable laws and statute.
5.5 You undertake to indemnify Mikz Licensing and compensate Mikz Licensing for all expenses, compensations and damages that Mikz Licensing may be required to pay through settlement, judgment or otherwise, due to infringement of Your Advertiser Material on another party’s rights or violation of applicable rules.In the event of claims by third parties, the Party which first becomes aware of such a claim shall promptly notify the other Party and the Parties shall jointly endeavor to limit the resulting damage and related expenses and obligations.
6.1 You undertake to keep all the information about the contents of this Agreement, and any other information obtained through the Platform, strictly confidential, including all information, both technical and commercial, about Mikz Licensing, Mikz Licensing’ operations, technology, business or other information that may be considered to be business secrets of Mikz Licensing, during the contractual period and after termination of the Agreement, regardless of whether Mikz Licensing specifically has stated that the information received by You, directly or indirectly, is confidential, and not to distribute or disclose such information to third parties other than for the purpose of fulfilling the Your obligations under this Agreement.
6.2 You do not have any obligation of confidentiality with respect to information that: (i) is publicly available; (ii) was known to You before Mikz Licensing revealed it; or (iii) that You are requied by law to reveal to the authorities or court, in which event Mikz Licensing must be informed of the obligation in question.
6.3 You shall return or destroy received confidential information in connection with the termination of this Agreement or when called for by Mikz Licensing.
6.4 Notwithstanding the above, Mikz Licensing shall be entitled to name You as a reference in Mikz Licensing’ marketing materials
7. Personal Information, Password and Authorisations
7.1 In order to access and become a user of the Platform (“User”), You are required to establish an account at the Platform (an “Account”). Each Account and the User identification and password for each Account (the “Account ID”) is personal. You are solely responsible for all use of the Platform or any Information through Your Account. You shall ensure the security and confidentiality of Your Account ID and will notify Mikz Licensing immediately if any Account ID is lost, stolen or otherwise compromised.
7.2 You are fully responsible for all liabilities and damages incurred through the use of Your Account or under Your Account ID (whether lawful or unlawful) and that any transactions completed through Your Account or under Your Account ID will be deemed to have been lawfully completed by You. In connection with establishing an Account, You will be asked to submit certain information about Yourself. You agree that (i) all registration information You provide will be true and complete; and (ii) You will maintain and promptly update Your registration information to keep it accurate and current.
7.3 Personal information which You register at the Platform, such as but not limited to name, email address, mobile phone number, gender, interests (the “Personal Information”), will be stored and processed by Mikz Licensing. By accepting this Agreement, You consent to Mikz Licensing’ processing of Personal Information in accordance with this Section 7. You shall contact Mikz Licensing if You wish any specific Personal Information to be removed from the Platform.
7.4 For the purposes of providing the services of the Platform, Mikz Licensing shall have the right to transfer or otherwise make available Personal Information at the Platform to other Users of the Platform.
7.5 If You represent third parties and use the Platform on behalf of such third parties, You shall ensure that You have all required authorisations in order to act on behalf of such third parties. You shall, at Mikz Licensing’ request, submit the documentation required by Mikz Licensing to confirm such authority.
7.6 If You use third parties who assist You in using the Platform, You shall be liable to Mikz Licensing for such third parties’ use of the Platform and shall ensure that such third parties are aware of and comply with the terms of this Agreement.
8. Warranty and Support Services
8.1 Mikz Licensing undertake to take reasonable measures to ensure that the Platform at each time is available to You via Internet. Mikz Licensing reserves the right, however, to take certain measures which may affect the availability of the Platform if Mikz Licensing deems it necessary for technical operational, maintenance or security reasons. Mikz Licensing shall, if possible, inform You in advance of such scheduled interruptions in services provided by the Platform. However, You are aware that all or part of the Platform can be shut down with immediate effect if Mikz Licensing deems it necessary for security or other reasons.
8.2 Mikz Licensing does not warrant that the Platform meets Your requirements or that the Platform will be used without disruptions or faults. You have decided to use the Platform for purposes of achieving certain intended results and the responsibility for this decision and for the results which are actually achieved is entirely Your own responsibility.
8.3 The warranties granted above are the only warranties which Mikz Licensing will grant with respect to the Platform and this Agreement, which means that no other warranty or terms, whether express or implied, shall apply except as provided in this Agreement. Mikz Licensing expressly excludes from this Agreement all other warranties, representations or commitments in relation to performance including all potential implied warranties such as warranty regarding satisfactory quality, merchantability, whether the product is suitable for a particular purpose, the ability to achieve a specific result, title or non-infringement.
9. Limitation of Liability
9.1 Neither Party shall be liable to the other Party for loss of profits nor other indirect damage due to breach of this Agreement (even if a Party has been informed of the possibility of such damage). This limitation of liability shall not apply, however, to criminal acts, gross negligence, personal injury, death or breach of confidentiality provisions.
9.2 Mikz Licensing’ total liability for damages hereunder shall not exceed EUR 1,000.
9.3 Neither Party shall have a right to make any claim hereunder when more than one (1) year has lapsed from when the cause of the claim arose.
10. Force Majeure
Each Party shall be discharged from liability for the performance of obligations under this Agreement if an obligation cannot be performed because of a circumstance as set out below (a “Force Majeure Event”), provided the circumstance prevents or significantly impedes the performance under this Agreement in a timely manner and that such circumstance is outside the Party’s control. Force Majeure Events include among others government action or inaction, new or amended legislation, general labour disturbances, boycotts, damage or destruction due to lightning, fire, flood, lack of access to transport, goods or energy, or failure or delay in delivery of goods or services from suppliers due to a Force Majeure Event listed above as well as disturbance in public data- and telecommunications.
11. TERM AND TERMINATION
11.1 This Agreement shall come into force as of the earlier of the date You first access or use the Platform or any Information, or indicate Your acceptance by clicking a box that states you accept this Agreement, and approval by Mikz Licensing (the “Effective Date”) and shall remain in force until terminated by either Party by three (3) months’ written notice.
11.2 Both Parties shall have a right to terminate this Agreement with immediate effect by written notice to the other Party if
(i) the other Party has failed to perform its obligations hereunder and failed to take action within thirty (30) days following receipt of written notice from the complaining Party;
(ii) the other Party has suspended payments, filed for bankruptcy, initiated composition proceedings, goes into liquidation or is otherwise presumed to be insolvent;
(iii) any of the Parties violate the other Party’s property rights under this Agreement.
11.3 On the termination of this Agreement, regardless of the reason therefore
(i) all rights granted to You under this Agreement will terminate;
(ii) You will immediately cease all use of and access to the Platform and any Information;
(iii) Mikz Licensing may delete Your account and Your Content and Information stored at Your account;
(iv) sections 5 (Intellectual Property Rights), 6 (Confidentiality), 7 (Personal Information, Password and Authorisations), 9 (Limitation on Liability), 11 (Term and Termination), 12 (Other Conditions) and 13 (Applicable Law and Disputes) will survive any expiration or termination of this Agreement.
11.4 If the Agreement is terminated, for whatever reason, and Mikz Licensing has made agreements with clients or partners for a period exceeding the contractual period, thus requiring You to continue Your commitments, the Agreement, with regards to the continuation of such tasks, is considered to proceed until Mikz Licensing can finalize such agreements related to Your commitments.
11.5 Termination of this Agreement shall not release You from liability for all fees payable or otherwise due to Mikz Licensing in accordance herewith.
12. OTHER CONDITIONS
12.1 You guarantee that entering into this Agreement does not conflict with other commitments or agreements to which You are bound, and that the You always own all the relevant intellectual property rights relating to Information that You upload to the Platform from time to time.
12.2 You do not have the right to speak on behalf of Mikz Licensing or bind Mikz Licensing to any obligation.
12.3 Unless otherwise is expressly provided in this Agreement, a Party’s failure or delay in the use of rights, demands or claims related to the Agreement, shall not mean that the Party has waived its right in this respect, unless such a waiver has been made in writing.
12.4 A Party shall not be entitled to transfer its rights or obligations under this Agreement without the other Party’s written consent. However, Mikz Licensing shall be entitled to transfer the Agreement to another company within the group of companies to which Mikz Licensing belong, as well as to transfer the Agreement to a third party in connection with a sale of Mikz Licensing’ business or part thereof.
12.5 If any provision of this Agreement is held by a court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Agreement and the remainder of the provision in question shall not be affected.
12.6 Messages to be sent to a Party under this Agreement shall be submitted to the email address that the Party normally uses in the communication between the Parties.
13. APPLICABLE LAW AND DISPUTES
13.1 Swedish law shall apply to this Agreement.
13.2 Any disputes arising in connection with this Agreement shall be resolved finally by a Swedish court with Malmö District Court as the first
APPENDIX A. MIKZ LICENSING CONTENT RULES
The following categories of advertising are prohibited without Mikz Licensing prior written consent:
- Advocacy and political advertising;
- Alcoholic beverages, including mixer products and reduced or low alcohol products;
- Explicit or violent content;
- Over the counter medical products;
- Tobacco products;
- Political messages;
- Consumer loans or financial services;
- References to sex & sexuality;
- Religious content;
- Sensationalistic content;
- Sexual & reproductive health;
- Significant skin exposure.
The following types of content are prohibited to appear in the Content or on landing pages linking from the Content:
- Content relating to illegal activity, drug use, drunkenness or impairment, hard language, horror, nudity, sex, or violence;
- Content that is defamatory, obscene, or that is discriminatory based upon race, gender, color, creed, age, sexual orientation, or disability;
- Content that is not appropriate for children who are 13 years old;
- Content that is sexually explicit (which includes all content that is classified as adult content from a sexual perspective) or that can otherwise harm children;
- Content that includes “news simulation” or ads that might cause an End-user to think he or she is watching legitimate news; or
- Content that makes claims that might be false, misleading or deceptive.