Feedrr Limited (Travlrr/The Travlrr Influencer Network) – Terms of Service

Background 

• The Travlrr Influencer Network service offers clients the ability to brief Influencers for content creation and distribution campaigns via a curated network  of approved and authenticated Influencers.

• The Travlrr Influencer Network data and analytics is powered by Dyzio https://dyzio.co/. Dyzio is a self service influencer platform that enables brands and agencies to build your own private multi-channel influencer database and then create influencer marketing reports that are live and shareable via a private dashboard.

• The Client wishes to make use of the platform and has agreed to pay the Commission in consideration for such use of 22.5% of the gross budget  

Definitions:

In this Agreement, the following words have the following meanings:

“Agreement” means this agreement and all schedules and annexures to it.

“Assignment” means an engagement between a Client and a Influencer in which the Influencer agrees to provide services to the Client in return for a fee which has been mutually agreed between all parties.

“Assignment Acceptance” shall mean the point in time at which a The Travlrr Influencer Network and a Influecner enter into a formal legal agreement which species the parameters of a particular Assignment and the price to be paid in respect of the same, as described in clause 14.5.

“Assignment Completion” shall mean the point in time at which a Client receives the final version of Content produced as part of a particular Assignment from a Influecner, and confirms that such delivery has occurred using the relevant functionality provided via the Service, as described in clause 14.7.

“Client” means a User who uses Travlrr to engage The Travlrr Influencer Network of Influencers in order to collaborate with them for Influencer campaigns.

“Commencement Date” means the date on which this Agreement is entered into by the parties to it.

“Commission” means a payment calculated by reference to the total price of an Assignment which is payable from a User to The Travlrr Influencer Network; unless otherwise specified in the Online Specification the value of the Commission shall be equal to 22.5% of the value of the payment (a Commissioning Payment or a Concluding Payment) from which the Commission is deducted – save for in respect of fees incurred pursuant to clause 6.3.4 in respect of which the Commission shall be 15%.

“Commissioning Payment” means a payment which is due to be paid from the Client of a particular Assignment to the Travrr Influencer Network at Assignment Acceptance, as set out more particularly in clause 14.6, the value of which shall (unless otherwise specified in the Online Specification) be 50% of the total value of the relevant Assignment.

“Concluding Payment” means a payment which is due to be paid from the Client of a particular Assignment to the Travlrr Influencer Network at Assignment Completion as set out more particularly in clause 14.8 the value of which shall (unless otherwise specified in the Online Specification) be 50% of the total value of the relevant Assignment.

“Conduct Legislation”  means the Modern Slavery Act 2015 and the Bribery Act 2010 and all replacement and modifying legislation and regulations pertaining thereto.

“Content” means content (which may be video, photography, text or other media) created, provided or licensed by a User of the Services and uploaded to the same (or, where such content is not technically uploaded to the Services, provided via the Services to another User).

“Customer Data” means all data processed by the Influencer in respect of the Customer or otherwise provided to the Influencer by Customer pursuant hereto.

“Data Protection Legislation” means the Data Protection Act 2018 and the GDPR and all replacement and modifying legislation and regulations pertaining to data protection in the UK.

“Data Controller” shall have the meaning of ‘data controller’ set out in the Applicable Data Protection Legislation.

“Data Processor” shall have the meaning of ‘data processor’ set out in the Applicable Data Protection Legislation.

“Data Subject” shall have the meaning of ‘data subject’ set out in the Applicable Data Protection Legislation.

“Downtime” means a period of time during which the Software and the Services are inaccessible by the Customer.

“End-User” means an individual who uses the App; either using a general login address issued to a Client or Influencer, or by using an individual user account intended for use by a single individual.

“GDPR” means Regulation (EU) 2016/679 and/or such legislation as may give effect to its terms in England and Wales.

“Influencer” means a User who uses the App to tender for Assignments and to deliver Influencer marketing video and photography production services.

“Initial Period” means a period of twelve months, which shall begin on the Commencement date.

“Intellectual Property Rights” means all copyrights, patents, database rights, registered and unregistered design rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world and for the full term thereof including all rights to renew the same.

“Online Specification” means any technical specification of the Service’s functionality and/or any commercial details relating to pricing or similar details which may be posted on the Travlrr Influencer Network website or otherwise made available via the Service from time to time.

“Outage” means an instance of Downtime.

“Permitted Purpose” means the purpose of using the Service and Software to solicit the service of Influencer video, photography, copy and other media production professionals, or to offer such services to other Users.

“Personal Data” shall have the meaning of ‘personal data’ set out in the Applicable Data Protection Legislation.

“Service Fee” means the total value of Commissions owed by the Client to the Travlrr Influencer Network pursuant to this Agreement.

“Services” means the functionality of the Software, which consists of a marketplace for the engaging of video and photography production services, including the ability for Clients and Influencers to solicit and enter into Assignments.

“Term” means the effective term of this Agreement.

“Treatment” means a proposal for the performance a particular Assignment, setting out particulars of the Content to be provided and the associated cost of the same.

“User”   means a user of the Services and the Software (which may be a Client or a Influencer)

“Working Day”  means 0900 – 17:00 Monday to Friday excluding UK bank and public holidays.

 

1. TRAVLRR INFLUENCER NETWORK TERMS AND CONDITIONS

PLEASE READ THIS TERMS OF SERVICE AGREEMENT CAREFULLY.

This terms of service agreement (this “agreement”) is a legal agreement between you and Feedrr Limited (Travlrr/The Travlrr Influencer Network), a company incorporated and registered in England and Feedrr Limited a company incorporated and registered in England and Wales with number 11217269 whose registered office is at 32 Byron Hill Road, Harrow on the Hill, Middlesex, England, HA2 0HY. (“Feedrr”) relating to the use of the software platform which enables you to directly connect with our clients. (Brands, agencies, publishers and platforms)

IMPORTANT NOTICE:

1.1. By verifying your Instagram account on the website  https://travlrr.dyzio.co/new-influencer/signup you agree to the terms and conditions of the agreement, which will bind you.

1.2. If you do not agree to the terms and conditions of this agreement, you must stop the verification process.

1.3. You should print a copy of this agreement for future reference.

1.4. Where you are an authorised representative of the owner of the Social channel that you are verifying, you warrant that you have permission to enter into

1.5. this agreement on their behalf and that you shall ensure the owner of the Social channel is aware of these terms and agrees to be bound by them as if he/she was a party to this agreement.

AGREED TERMS

2. ACCESS TO THE TRAVLRR INFLUENCER NETWORK

2.1. We have developed the Travlrr Influencer Network to enable people who create influencer content to connect with agencies and brand owners.

2.2. In consideration of you agreeing to abide by the terms of this agreement, we hereby grant to you a non-exclusive, non-transferable licence to access and use the Travlrr Influencer Network on the terms of this agreement.

2.3. To access the Travlrr Influencer Network and use the data, content, information and services made available through the Travlrr Influencer Network, you must verify your Social channel account on the website https://travlrr.dyzio.co. By doing this, you:

a) warrant to us that you are the owner or authorised representative of the Social channel that you are verifying; and

b) warrant to us that you are 18 years of age or older;

c) warrant that the video content posted on your Social channel account complies with all applicable Social channels terms and conditions, guidelines and policies, and does not infringe the right of any third party, including intellectual property rights; and

d) grant us access to and permission to use (subject to applicable Instagram/Facebook/Youtube/Twitter/Snap Chat/Twitch/ terms and conditions) all and any analytics data associated with your Social channel, including but not limited to measurements of user activity, geographics and demographics, video view counts and ratings, traffic sources and user device type and operating systems (the “Influencer Data”) in connection with the Travlrr Influencer Network. You hereby acknowledge and accept that such use includes: (i) disclosure of the Influencer Data to our partners which include marketing agencies and brands (“Partner(s)”)and, where the Partner is a marketing agency, its clients, for their internal business use for the purpose of researching your content, reach and audience; and (ii) the creation and unlimited use and disclosure of data which combines or aggregates (wholly or in part) the Influencer Data with other data or information, or otherwise adapts the Influencer Data, to such a degree that it cannot be identified as originating or deriving directly from the Influencer Data, cannot be reverse-engineered such that it can be identified, and is not cap

2.4. Access to the Travlrr Influencer Network is permitted on a temporary basis and we reserve the right to withdraw, amend or restrict your access to the services or functionality thatable of use substantially as a substitute for the Influencer Data. we provide on the Travlrr Influencer Network without notice. We will not be liable if for any reason the Travlrr Influencer Network is unavailable at any time or for any period.

3. CONNECTIONS AND INFORMATION ONLY

3.1. You acknowledge and accept that the Travlrr Influencer Network serves only as a meeting place for Influencer creators and marketing agencies and brand owners. The extent and manner in which you choose to use the services and functionality of the Travlrr Influencer Network to promote and advertise your content and communicate with the Partners is to be determined by you in your sole discretion (provided such use is in compliance with this agreement).

3.2. We are not your agent, advisor or consultant. As such, we do not accept any responsibility for the introduction, formation or management of any relationship or arrangement (or lack thereof) between you and a Partner. Nothing in this agreement shall constitute any representation or warranty that the Travlrr Platform shall result in you being successful in being introduced to, approached by or engaged by a Partner.

3.3. The content of the Travlrr Influencer Network is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Travlrr Influencer Network.

4. RESTRICTIONS ON USE

4.1. Except as expressly set out in this agreement or as permitted by any local law, you undertake:

a) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Travlrr Influencer Network or your access to the Travlrr Influencer Network;

b) not to engage in any of the Restricted Activities (as defined in clause 4.2 below) , nor control an account that is linked to any of the Restricted Activities;

c) not to make alterations to, or modifications of, the whole or any part of the Travlrr Influencer Network nor permit the Travlrr Influencer Network or any part of it to be combined with, or become incorporated in, any other programs or websites;

d) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Travlrr Influencer Network.

e) to include our copyright notice on all entire and partial copies of the Travlrr Influencer Network in any form; and

f) not to provide, or otherwise make available, the Travlrr Influencer Network in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us,

(the “Licence Restrictions”).

4.2. You agree that when using the Travlrr Influencer Network you will comply with all applicable laws and this agreement. In particular, but without limitation, you agree not to:

a) use the Travlrr Influencer Network in any unlawful manner, for any unlawful purpose or in a manner which promotes or encourages illegal activity;

b) breach any law, statute, contract, or regulation;

c) act in a manner that is obscene, defamatory, libelous, offensive, objectionable (as determined by us in our sole discretion), unlawfully threatening or unlawfully harassing;

d) infringe the rights, including any intellectual property or privacy rights, of any third party;

e) provide false, inaccurate or misleading information;

f) attempt to gain unauthorised access to the Travlrr Influencer Network or any networks, servers or computer systems connected to the Travlrr Influencer Network;

g) knowingly introduce viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful;

h) use the Travlrr Influencer Network in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; or

i) collect or harvest any information or data from the Travlrr Influencer Network or our systems or attempt to decipher any transmissions to or from the servers running the Travlrr Influencer Network,

(together, the “Restricted Activities”).

4.3. You warrant to us that all the information you provide to us is true and accurate to the best of your knowledge. 

5. INTELLECTUAL PROPERTY RIGHTS

5.1. We are the owner or the licensee of all intellectual property rights in the Travlrr Influencer Network, and in the material published on it. Those works are protected by copyright and other intellectual property right laws and treaties around the world. All such rights are reserved.

5.2. The trademarks, service marks, and logos (“Trade Marks”) contained on the Travlrr Influencer Network are owned by us or our third party partners. You cannot use, copy, edit, vary, reproduce, publish, display, distribute, store, transmit, commercially exploit or disseminate the Trade Marks without the prior written consent of us or the relevant third party partner of us. In particular, the Trade Marks may not be used to disparage us or the relevant third party partner of us, our or the third party partner’s products or services, or in any manner that may damage any goodwill in the Trade Marks. All goodwill generated from the use of any Trademarks owned by us shall inure to our benefit.

5.3. Other than the licences expressly granted under this agreement, we grant you no licence of right in or make any assignment of any of our intellectual property rights.

6. MARKETING

You give us permission to refer to your name, image and video content and (subject to any confidentiality obligations) any agreement made with a Partner arising from your use of the Travlrr Platform in any media, at any time and without prior notification to you for the purpose of promoting the Travlr Platform.

7. PRIVACY

The terms of our privacy policy from time to time, available at TRAVLRR INFLUENCER NETWORK PRIVACY POLICY are incorporated into this agreement by reference and apply to all personal data collected by us or provided by you in the course of use of the Travlrr Platform. Additionally, by using the Travlrr Influencer Network, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using the Travlrr Influencer Network may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

8. CONFIDENTIAL INFORMATION & 3RD PARTY DATA STORAGE

8.1. You acknowledge that, through your use of the Travlrr Influencer Network, you may have access to confidential information about the business or affairs of us and our Partners, or other confidential matters which may come to your knowledge in the course of us providing the Travlrr Influencer Network. You agree not to use or disclose to any person at any time such confidential information.

8.2. The restriction in clause 8.1 does not apply to:

a) any use or disclosure authorised by us or our Partners or as required by law; or

b) any information which is already in, or comes into the public domain otherwise than through your unauthorised disclosure.

The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area ("EEA"). It may also be processed by staff operating outside the EEA who work for us or for one of our suppliers. This includes staff engaged in, among other things, the fulfilment of your order, the processing of your payment details and the provision of support services.

By submitting your personal data, you agree to this transfer, storing or processing. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this privacy policy.

All data collected about you or submitted by you to Dyzio is currently stored in the following manner:

• AWS S3 – we store all assets on Amazon servers based in Dublin. Please see their security page for more details: https://aws.amazon.com/s3/faqs/

• mLab – we store all text and links on mLab servers. Please see their security page for more details: http://docs.mlab.com/security/

• Auth0 – we store all personal information, name and email on Auth0 servers to which we don't have access and all information is encrypted: https://auth0.com/security

Dyzio accesses YouTube data via the YouTube API Service. As part of its service, Dyzio customers can request that users give access to their Authorized Data on YouTube. Users can request that their stored YouTube data be deleted from the Dyzio application (https://travlrr.dyzio.co) by emailing privacy@dyzio.co - at any time. Or users can revoke Dyzio's access to their Authorized Data, via the Google security settings page at https://security.google.com/settings/security/permissions. You can read The Google Privacy Policy at http://www.google.com/policies/privacy.

9. NO WARRANTIES

9.1. Except as expressly and specifically provided in this agreement:

a) you assume sole responsibility for results obtained from the use of the Travlrr Influencer Network;

b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement;

c) the Travlrr Influencer Network is provided to you on an "as is" and “as available” basis.

10. OUR LIABILITY

10.1. Nothing in this agreement excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

10.2. Subject to clause 10.1, we will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

a) use of, or inability to use, the Travlrr Influencer Network;

b) use of or reliance on any content displayed on the Travlrr Influencer Network;

c) any collaboration, commitment or agreement (or lack thereof) between you and a Partner.

10.3. Subject to clause 10.1, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, for:

a) loss of profits, sales, business, or revenue;

b) business interruption;

c) loss of anticipated savings;

d) loss of business opportunity, goodwill or reputation; or

e) any indirect or consequential loss or damage.

10.4. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Travlrr Influencer Network or to your downloading of any content on it.

10.5. We have no control over, and therefore assume no responsibility for, the content of the websites linked on the Travlrr Influencer Network. Such links should not be interpreted as an endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

10.6. Subject to clause 10.1, our maximum aggregate liability under or in connection with this agreement, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to £100.

11. INDEMNIFICATION

You agree to indemnify us in full and on demand from and against any loss, damage, costs or expenses which we may suffer or incur directly or indirectly as a result of your breach of the terms of this agreement, including any negligent or reckless act, omission or default in your use or misuse of the Travlrr Platform.

12. TERMINATION

12.1. Either party may terminate this agreement immediately and without notice to the other party. You may terminate this agreement by deactivating your account, sending an email to members@travlrr.co to request the removal of your data and refraining from the use of the Travlrr Influencer Network.

12.2. Upon termination for any reason:

a) all rights granted under this agreement shall cease;

b) you must immediately cease all activities authorised by this agreement, including your use of the Travlrr Influencer Network;

c) we shall be entitled to immediately deactivate, and refuse any attempt to register in the future, your account(as applicable);

d) unless we had access to your influencer Data before you entered into this agreement, our access to your Influencer Data will end; however, we will be permitted to keep those copies of the Influencers Data made before the date of termination and use such Influencer Data for the purposes set out in clause 2.3 (d) (subject to compliance with relevant data protection laws and regulations);

e) each party must delete or destroy all copies of confidential information which it has been provided with or had access to under this agreement; and

f) we shall be entitled to keep any influencer Data which has been combined or aggregated (wholly or in part) with other data or information or otherwise adapted.

12.3. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

13. TRANSFER OF RIGHTS AND OBLIGATIONS

13.1. This agreement is binding on you and us and on our respective successors and assignees.

13.2. You may not transfer, assign, charge or otherwise dispose of this agreement, or any of your rights or obligations arising under it, without our prior written consent.

13.3. We may assign, charge, novate or otherwise dispose of this agreement without your prior written consent.

14. COMMISSIONING AND CONDUCTING ASSIGNMENTS

14.1. From time to time clients may use the Service to invite Influencers to provide Treatments in respect of a proposed Assignment, seeking tendered proposals from those Influencers with a view to potentially selecting a successful applicant to enter into an Assignment. Users acknowledge that Clients shall not be under any obligation to submit any particular number or value of such proposals to the Service in any particular period or at all.

14.2. Where Influencers are invited to submit a Treatment they may do so using the relevant functionality offered within the Service. Users acknowledge that Influencers are not obliged to respond to invitations to submit Treatments, but that Clients shall be entitled to set deadlines and/or criteria for responses which must be complied with in order for any particular response to such an invitation to be considered valid.

14.3. Users recognise and acknowledge that solicitations for Treatments represent offers to treat and that a response to such a solicitation shall not, without more, create any kind of binding contract or agreement between the relevant parties.

14.4. Where a Client wishes to engage a Influencers to enter into an Assignment it shall be obliged to inform all other solicited Influencers that their Treatments have been unsuccessful. Where a Client fails to respond to provide Treatments Travlrr reserves the right to configure the Software so as to automatically decline such Treatments after a particular period of time has passed.

14.5. Where a Client selects a Influencer to perform an Assignment it shall invite that Influencer to enter into a formal contract with it which specifies the parameters of the relevant Assignment and the price to be paid in respect of the same. While the Service may offer functionality to facilitate the exchange and storage of such contracts, and to enable the parties to them to record when particular milestones in an Assignment have been met. In some cases Travlrr may not be responsible for the content of such agreements nor for their negotiation and enforcement.

14.6. On Assignment Acceptance the Client shall be obliged to pay the Commissioning Payment to the Travlrr Influencer Network. On receipt of the Commissioning Payment the Travlrr Influencer Network will deduct the Commission from that sum and make the balance available to the relevant Influencer without undue delay.

14.7. At the conclusion of each Assignment the Influencer shall transfer to the Client final versions of the Content produced in the course of that Assignment, after which the relevant Client shall be able to use the Service’s functionality to confirm that the Assignment has been completed.  

14.8. On Assignment Delivery the Client shall be obliged to pay the Concluding Payment to Travlrr Influencer Network. On receipt of the Concluding Payment the Travlrr Influencer Network will deduct the Commission from that sum and make the balance available to the relevant Influcencer without undue delay.

14.9. For the avoidance of doubt, in respect of each Assignment Travlrr Influencer Network shall be entitled to be paid the Commission:

14.9.1.    at Assignment Acceptance

14.9.2.    at Assignment Delivery

including where Assignment Delivery is deemed pursuant to clause [PAYMENTS].

14.10. Any failure by the Client or Influencer to comply with the terms of this Agreement shall not relieve the relevant parties from the obligation to pay the full value of the Commission to the Travlrr Influencer Network, and the Client and Influencer of that Assignment shall remain jointly and severally liable for it.

14.11. In no circumstances will the Travlrr Influencer Network refund a payment of Commission on account of the quality of Content or any deficiency in the conduct of a performance of an Assignment by a Client. The Travlrr Influencer Network does not accept responsibility for the performance of individual Assignments, each of which shall be governed by the terms of a separate and free-standing legal agreement between the relevant parties as described in clause 6.

15. Legal status of assignments

15.1. The Service facilitates introductions between Clients and Influencers in relation to the provision of Influencer services. Users are not obliged to enter into any particular Assignments as a result of such introductions, nor is any User’s use of the Service conditional on the entering into of any particular Assignment or number of Assignments.

15.2. Where Buyers and Providers agree to enter into an Assignment as a result of any introduction, or other interaction, facilitated by or arising from the use of the Service, the agreement which governs the conduct of that Assignment will exist solely between those two parties and Travlrr will not be a party to it.

15.3. Without prejudice to clause 15.2 Users shall ensure that all agreements relating to the conduct and delivery of Assignments entered into:

15.4.1. grant to the Client, on payment of the Concluding Payment, full title to all deliverables provided pursuant to that Assignment, including all Intellectual Property Rights inherent in those deliverables which, for the avoidance of doubt, shall include the right to distribute, display and broadcast the Intellectual Property Rights inherent in those deliverables on any and all online mediums without limitation or royalty obligation;

15.4.2.  where the deliverables provided pursuant to that Assignment are intended by the Client  to be distributed, displayed or broadcast by television, cinema, or via a similar offline medium, comprehensive terms stating on what basis such performance is permitted and any limitation or royalty obligations that pertain to the same;

15.4.3. Contain clauses which stipulate that, where Assignments do not proceed to conclusion as originally anticipated that a Concluding Payment will paid by the Client as follows:

(a) where an Assignment is cancelled or terminated more than seven days before the shooting of footage and/or images is scheduled to commence the Client shall compensate the Influecner by paying a fee of equal to the value of the time and materials expended by the Influencer in relation to that Assignment prior to termination a sum equal to £1,000 + VAT, whichever is greater (from which the Travlrr Influencer Network shall be entitled to deduct it’s Commission);

(b)  where an Assignment is cancelled or terminated where seven or less days remain before the shooting of footage and/or images is scheduled to commence the Client shall compensate the Influencer by paying a fee equal to the Commissioning Payment minus the Commission (which shall be retained by the Travlrr Influencer Network in the usual way described in clause 5);

(c)  where an Assignment is cancelled or terminated after the shooting of footage and/or images has commenced the Client shall compensate the Provider by paying a fee equal to the combined value of (i) the Commissioning Payment minus the Commission (which shall be retained by the Travlrr Influencer Network in the usual way described in clause 5) and (ii) a fee of equal to the value of the time and materials expended by the Influencer in relation to that Assignment from the commencement of the shooting of footage and/or images to the date of termination (from which Travlrr shall be entitled to deduct the Commission);

15.4.4.    Contain clauses which stipulate that increases in the scope of any particular Assignment, or any delays to the schedule of performance of the Assignment which are not caused by the Influencer, will entitle the Influencer to recover any additional costs incurred on a time and materials basis;

and, where such agreements fail to contain such clauses the parties agree that equivalent clauses shall be deemed to be included within them.

15.5. Pursuant to clause 15.2, while the Service may contain functionality enabling the delivery of aspects of an Assignment, payment of fees due pursuant to an Assignment, and or the delivery of Content, the Travlrr Influencer Network shall not be responsible for the performance of, or payment owed in respect of, any Assignment. Responsibility for settling any disputes arising from Assignments shall belong solely to and remain at all times with the parties to the contract which governs the relevant Assignment.

15.6. In accordance with clause 15.3 Client releases the Travlrr Influencer Network from all liability for claims, liabilities and losses arising from the type of arrangements described in clause 15.2 and agrees that the Travlrr Influencer Network shall have no liability for, or in relation to, any dispute which may arise between the Client and any other User for any reason. In particular, in the event that a Client withholds payment from an Influencer then any dispute between the two parties shall be subject to independent adjudication in a forum mutually agreed between them. The Travlrr Influencer Network is not and will not be responsible for adjudicating disputes between Clients and influencers and shall not be a party to such proceedings.

15.7. While the Travlrr Influencer Network does not have liability for the performance of Assignments, Travlrr Influencer Network will not tolerate Influcencers who undermine the integrity of the Service by reneging on offers made via it, or which are deemed to have breached the terms of agreed Assignments, and reserves the right to suspend or remove such Influencers from it without notice or liability.

15.8. The Travlrr Influencer Network does not provide or offer insurance cover to Influencers or Clients. Accordingly, the Travlrr Influencer Network recommends that all users take out independent insurance and that they take steps to satisfy themselves that all Infuencers or Buyers with whom they engage via the Service have adequate insurance in place.

15.9.Users accept that the Travlrr Influencer Network shall not be responsible for checking or verifying that any such representation is accurate and/or remains current.

15.10. While the Service may enable Users to make representations as to their expertise and/or qualifications (or any other matter), these representations are not verified by the Travlrr Influencer Network. Accordingly, the Travlrr Influencer Network accepts no liability or responsibility for any such representations (including where any user makes false, misleading or otherwise incorrect statements) and Users accept that they shall have and retain sole responsibility for any representations that they may make via the Service.

16. Fees and Payment

The Travlrr Influencer Network reserves the right to restrict aspects of the Service’s functionality to paying users only. The Travlrr Influencer Network reserves the right to introduce new paid functionality, or to make any particular functionality subject to the payment of a fee at any time. Where it chooses to do so, the Travlrr Influencer Network will notify users of the relevant pricing structures.

Influencers shall be entitled to charge the Customer interest in respect of the late payment of any sums due under this Agreement on a monthly basis at the rate of 8 per cent per annum above the base rate from time to time of Barclays Bank plc from the due date therefore until payment.

All sums due under this Agreement are expressed exclusive of VAT but, in the event that such sums are subject to VAT or any analogous duty, any such sums shall be payable by the Customer.

16.1. Payment timings for all Influencer Assignments are 50% of the agreed Influencer fee on commissioning and the 2nd 50% of the Influencer fee will be payable up to 60 days from the end of the agreed client campaign period.

17. CHANGES TO THESE TERMS

We may change the terms and conditions of this agreement at any time. Any changes we may make to the agreement in the future will be posted on TERMS and, where appropriate, notified to you by e-mail or displayed on-screen when you next use the Travlrr Influencer Network.

18. GENERAL TERMS

18.1.Force Majeure:Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure resulting from events, circumstances or causes beyond its reasonable control.

18.2.Entire Agreement:this agreement constitutes the whole agreement between us and supersedes and extinguishes any previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

18.3.Waiver:If we fail to insist that you perform any of your obligations under this agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

18.4.Severability:Each of the provisions and part-provisions of this agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining provision or part-provision will remain in full force and effect.

18.5.Law and Jurisdiction:Please note that this agreement, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction.

19. CONTACT

If you wish to contact us, please send an email to members@travlrr.co. If we have to contact you or give you notice in writing, we will do so by email to the address noted in your account.

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Feedrr Ltd (Travlrr, The Travlrr Influencer Network)

Company number: 11217269

VAT Number: GB 302 0494 52