as of March 2023
This document constitutes an inherent part of the Agreement signed between you, the Advertiser and IDH MEDIA for the use of indaHash services. By signing the Agreement, you declare that you have read and understood these Terms in full. These T&C shall apply to all relationships between Advertisers and IDH MEDIA in the scope of indaHash.
The Advertiser represents and warrants that the person acting for and on behalf of the Advertiser, is duly empowered to enter into a binding Agreement and accept these T&C on behalf thereof.
For the purposes of these regulations, the following words, terms and expressions wherever mentioned shall have the following meaning, save where the context requires otherwise.
“Advertiser” or “you” – a party contracting with IDH and (in)directly with Publishers in the scope of ordering and developing Campaigns or technology therefore. An Advertiser can be either of the following:
(i) a Client (direct beneficiary of Campaign, usually brand owner),
(ii) a media agency or media house acting for Client and/or on Client’s behalf,
(iii) a reseller of indaHash Service concluding the Agreement with IDH.
“Agreement” – the entire understanding stipulating conditions of the provision of indaHash Service to the Advertiser, governing in particular ordering and launching the Campaigns, using the App, the Dashboard or other features made available to the Advertiser by IDH. The Agreement in particular consists of:
(i) T&C for Advertisers,
(ii) T&C for Publishers – as available at: https://docs.indahash.com/doc/?n=terms-and-conditions-for-publishers – within the scope applying directly and/or affecting the Advertiser,
(iii) an undersigned IO,
(iv) Campaign Rules as delivered by the Advertiser.
“App” – mobile software application available for iOS / Android operating systems called indaHash, originally developed and provided by IDH, protected by IP rights, enabling the Publishers to take part in the Campaigns according to the Campaign Rules.
“Campaign” – promotional and marketing activities designed, produced or invented by or for the Advertiser, performed by the Publishers who, in compliance with Campaign Rules: (i) publish approved Material on the Publisher’s social media account(s) or (ii) submit approved Material for publication, or (iii) re-post Material indicated by the Advertiser, or (iv) perform any other promotional or marketing activity involving Publishers or other third parties, provided that requirements and format thereof was agreed with IDH.
“Campaign Rules” – rules, guidelines, requirements and other conditions provided by the Advertiser in writing (including fixed electronic form) in reference to a given Campaign, requiring IDH approval in terms of technical compatibility, which the Publisher undertakes to follow by taking part in the Campaign. Meeting by the Publisher the requirements contained within the Campaign Rules shall generally result in the approval of the Material.
“Dashboard” – a software originally developed and provided by IDH, protected by IP rights, made available to the Advertiser using the indaHash Service, enabling the Advertiser to overview the Campaigns, download reports, etc.
“IDH” or “IDH MEDIA” – IDH Media Limited, a company incorporated under laws of lreland, with its registered office at 22 Northumberland Road, Ballsbridge, Dublin 4, lreland, entered into the Registrar of Companies under the company number 563441, VAT EU: IE 3376160 DH, or its relevant affiliate from the IDH Media capital group.
“indaHash Service” – means IDH payable service under the name indaHash, involving a communication platform enabling the Advertiser to commission Campaigns performance by Publishers according to the Agreement.
“IO” – an insertion order placed by the Advertiser with IDH for a Campaign. IO’s sample form is drafted & delivered by IDH and can be amended by IDH at its sole discretion.
“Materials” – any material published, submitted for publication or delivered otherwise in relation to a Campaign (e.g. taken during an event) by the Publisher, specifically photos, audiovisual, graphic and other similar content.
“Publisher” means a user of relevant Social Media Platform in compliance with the terms and conditions thereof, who meets all other criteria set out in the T&C for Publishers and who has successfully joined the Campaign through the App or outside the App based on the signed with IDH agreement, giving the consent to the conditions within an Agreement.
“Reach” – a total number of followers of each Publishers’ social media account participating in a given Campaign.
“T&C for Publishers” – the current version of IDH terms of service for Publishers, along with the attachments thereto, available through the App and on: https://docs.indahash.com/doc/?n=terms-and-conditions-for-publishers.
- IDH MEDIA provides Service enabling the Advertiser ordering of a Campaign accordingly with the Campaign Rules.
- The Service, depending on arrangements and available functionalities, may consist of:
(i) creation, maintenance and management of an account within the Dashboard;
(ii) Campaign planning and forecasting;
(iii) Campaign management;
(iv) Facilitating self-management of a Campaign by making Dashboard available to the Advertiser;
(v) Pre-selection of Publishers apt for the Campaign and intermediation in regard to the delivery of the Materials and its approval by the Advertiser;
(vi) Campaign performance summary.
- Following the completion of the Service, provided that the Advertiser has fulfilled its obligations hereunder, the Advertiser shall obtain:
- Fully executed Campaign;
- Licence to the Materials in scope of as laid out in the Campaign Rules, as described below.
- IDH MEDIA shall use its best efforts to involve in the Campaign appropriate Publishers, whereas the Advertiser agrees that IDH shall have no responsibility for any acts or omissions of the Publishers. IDH is not liable for Material delivered by the Publishers, its fitness for purpose, completeness, compliance with the Campaign Rules, applicable legal provisions and/or good morals.
- The Advertiser must verify on its own whether publishing Material and/or executing the Campaign is permitted under the laws of the country the citizens (residents) of which the Campaign is directed to and/or reached by the content published on Publisher’s social media account(s) in relation to the Campaign, compliant with the rules of a given social media channel or any other applicable laws. In case of any claims made by third parties (including Publishers) against IDH, resulting directly or indirectly from material breach of the T&C by the Advertiser, the Advertiser shall as far as possible indemnify IDH and substitute it in any official proceedings including court proceedings.
- The official channel for communication referring to the Campaign moderation and management is Dashboard. Thus, the Advertiser accepts full liability for any potential miscommunications or discrepancies resulting from communication through other channels, such as electronic messages (e-mail, or other instant messages) or through shared electronic documents.
- Campaign performance is summarised in a report shared by IDH usually within 5 working days after the Campaign’s delivery, by making it available for download via the Dashboard.
- IDH reserves the right to refuse Campaign’s launch and/or to terminate any ongoing Campaign in case of breach of obligatory legal provisions, an adequate social media channel rules of conduct, good morals or any other material breach of the Agreement. IDH may, at its sole discretion, intervene in the process of such communication, introduction of Campaign Rules or launch of a particular Campaign, if deemed contradictory to law, good morals, or other applicable codes of conduct. The aforementioned prerogative creates no obligation of IDH whatsoever to review nor to supervise the above described processes, nor creates any liability of IDH in case of Advertiser’s (or Client’s – if applicable) breach of the Agreement.
- Should IDH terminate an ongoing Campaign based on the provision above, the Advertiser is obliged to pay for the Services already delivered up to the date of termination.
- The Advertiser may receive access to the Dashboard through an individual account set up by IDH or by the Advertiser itself, provided that such functionality is agreed on, available and offered by IDH.
- IDH may suspend and/or close the Dashboard account of the Advertiser at its sole discretion in case of the Advertiser’s material breach of the Agreement or other important reasons, technical issues, usefulness of the Dashboard for the purposes of the Agreement or business decision of IDH to resign from the Dashboard feature.
- IDH shall inform the Advertiser of any such intended account closure as much in advance as workable depending on the given circumstances. The Advertiser shall record (download) any of its proprietary data and information. IDH takes no responsibility for the accessibility of the data proprietary to the Advertiser after the aforementioned account closure.
- For avoidance of doubt any information or data related to influencers and their social media accounts, any technology, trademark, visual and UX features of indaHash Service of the Brand panel and any other characteristic specific thereto are proprietary to IDH and the Advertiser does not acquire any right (any licence) to use it or take record of it, neither during the term of the Agreement nor in relation to the aforementioned account closure.
- By accessing the Dashboard for the first time, the Advertiser confirms unconditional acceptance of these T&C.
- Through the Dashboard, within indaHash Service, the Advertiser may in particular:
i) Manage the allocation of Publishers respectively to the list of Publishers deemed suitable for the given Campaign (“Creators List”) or make other decisions as to selection of potential Publishers;
ii) Review and supervise the Material;
iii) Overview the Campaign performance;
iv) Receive and/or generate Campaign performance report;
v) Overview certain Campaign data available at the moment, such as: task for Publishers, Publishers’ usernames, same audience data etc.
- Dashboard features and functionalities are subject to constant development. Availability of data within the Dashboard, its layout and operation are subject to changes at IDH sole discretion and do not constitute an amendment of the Agreement.
- The Advertiser is responsible for keeping confidential the password to Dashboard account, as well as the password to any sub-user account. The Advertiser will notify IDH immediately of any unauthorized or non-compliant access or use of its Dashboard account or sub-user account(s) as well as in case of suspicion thereof and will cooperate with IDH in order to stop it and avoid future occurrence of such events. In such a case, the Dashboard account along with sub-user account(s) may be immediately suspended or closed.
- The Advertiser is liable for any consequences of unauthorized or non-compliant access to the Dashboard account or sub-user accounts, in particular for any activities within the Dashboard such as allocating to the Creators List or Blocklist and/or Material approval, provided that such unauthorized or non-compliant access was not due to the sole fault of IDH.
- IDH protects data submitted through the Dashboard account by implementing relevant security procedures. IDH reserves the right to enhance, amend and update its security procedures. Notwithstanding this, the Advertiser should be aware that there are certain risks associated with internet protocol communication. The Advertiser acknowledges that the internet is a media over which IDH has no control.
- IDH expressly disclaims, in so far as legally permissible, responsibility for any interception of any communications and data or consequent loss or damage suffered by the Advertiser arising out of the loss or delay of Advertiser’s communications and data over the internet.
- IDH provides Self-Serve Service enabling the Advertiser execution of Campaign(s) in a self-management model, using the access to IDH technology (including communication platform) and Publishers’ database. The provisions of the point above regarding the indaHash Service, shall not apply to the Self-Serve Service. To learn more about the Self-Serve Service, please refer to: https://docs.indahash.com/doc/?n=terms-conditions-for-self-serve.
- The Advertiser is solely responsible for the effective delivery of properly filled in and undersigned IO as well as sufficiently informative and complete Campaign Rules, including brief, containing all details relevant to the given Campaign. The Advertiser may not hold IDH nor Publisher(s) liable for consequences of failure to include all significant details and requirements in the Campaign Rules.
- The Advertiser shall arrange products and their shipment or make available the services that are necessary to proper execution of the Campaign. The Advertiser is solely responsible to ensure products and/or services availability to Publishers in due time. The Advertiser cannot hold IDH nor Publisher(s) liable for consequences of failure to ensure products / services availability to the Publishers in case such products / services should be used in the Campaign. In case Campaign execution is impeded due to failure to ensure products / services availability to the Publishers such Campaign may be deemed delivered and fully payable as stipulated in the IO.
- The Advertiser is solely responsible for the transfer of the ownership title to the products onto the Publishers, as required by the Campaign Rules.
- The Advertiser is obliged to verify on its own and obey binding provisions of law, the applicable codes of good market practices, in particular those regarding the media and advertising industries, as well as good morals in relation to all Campaigns and Parties’ cooperation in general.
- Should the Advertiser not be a direct beneficiary of the Campaign (acting usually as a reseller or an agent of a Client), the Advertiser is obliged to duly inform the Client (brand owner) about these T&C and obtain all consents and/or licences necessary to properly execute the Agreement and the Campaign. Such consents and/or licences must be granted in a relevant form. The Advertiser shall be solely liable for violation of this obligation at the same time indemnifying either/both IDH and/or Publishers from any liability toward the Client resulting from such violation.
MATERIAL AND THE LICENCE
- Draft Material created by the Publishers as execution of a Campaign may be subjected to review by the Advertiser, i.e. predominantly draft Material’s acceptance, adjustment request or rejection. The Publishers are liable for delivering Material compliant with the Campaign Rules and brief in terms of measurable and technical requirements.
- Draft Material is delivered to the Advertiser by uploading it to the Dashboard (deemed delivered as at the moment of uploading) or, in exceptional situations, sent to the Advertiser’s e-mail address (deemed delivered at the moment of sending an e-mail). Reviewing of the draft Material may be processed through:
(i) the Dashboard, or, in exceptional cases, (ii) an e-mail or other electronic correspondence, or (iii) electronic shared documents. In case of the latter the Advertiser pledges to fully disclose the history of changes made to the document to IDH. lf the aforementioned communication measures (ii) and (iii) are used and discrepancies between information noted by the Advertiser and one noted by IDH in regard to draft Material revision occur, IDH information shall prevail.
IDH, where technically possible, verifies Material in terms of consistency with the Campaign Rules of technical nature (such as photo’s definition or length of text). IDH shall not be liable for verification of consistency of Material with the Campaign Rules that refer to non- measurable criteria.
- The Advertiser verifies Material in terms of its fitness to the Campaign’s purpose. The Advertiser has 72 hours to comment on Material by approving it (explicit approval), indicating adjustments or by rejecting it. Material is deemed approved, if no comment is made by the Advertiser within 72 hours of delivery (implied approval).
- The Advertiser may request minor adjustments to the draft Material, i.e. change of description, change of photo’s saturation etc. Any other adjustment is to be considered as major. There can be only one major adjustment of a draft Material. Requests for adjustments must indicate measurable and objective criteria, otherwise may be deemed non-existent.
- An approval of the draft Material is a key, one-time activity. The approved Material cannot be subsequently rejected, unless individually and explicitly agreed otherwise. In case an amendment to an already approved Material is admitted by IDH and such amendment results in an increase of Campaign’s cost, IDH reserves the right to revise the amount stipulated in the IO by including such cost.
- In case of rejection of Material that is compliant to the measurable criteria of Campaign Rules, such Material shall be treated as a properly delivered for the purposes of Campaign execution measurement, targets delivery and financial purposes (i.e. as if it was approved). In case the Advertiser rejects Material that is compliant to the measurable criteria of Campaign Rules, IDH reserves the right to adjust planned Reach indicated in IO accordingly, at the same time reserving its right to receive payment of full amount stipulated in the IO.
- The Advertiser is granted a licence (“Licence”) to the successfully approved and delivered Material. The Licence is valid from the moment of full and proper execution of payment for the Campaign. The licence authorises the use of the published Material in its entirety as well as in its component parts. The Licence to the approved Material is granted as irrevocable, territorially unlimited, one-year licence, valid from the date of publication of the Material on Social Media for advertising and promotional purposes conducted in digital, in particular in the following fields of exploitation:
a) processing, recording, reproduction by any means – including printing by reprographic techniques, sound and/or image recording, magnetic recording, digital media and storage on portable devices;
b) incorporation of the Material or parts thereof into other works of any kind, including other than the original Material;
c) digitisation, introduction into computer memory, introduction into the memory of a portable device, introduction into a computer network and making it available on computer networks, including the Internet and others;
d) use for marketing purposes of any kind (including marketing campaigns, platforms, services or landing pages), business and non-business use, including as combining the Material with a brand, trademark or other indication of the Customer, its product or service;
e) public performance, reproduction, display, broadcast and re-broadcast, and making the Material available to the public so that anyone may access it from a place and at a time individually chosen by them;
f) the exercise of derivative rights necessary for the Client’s advertising activities, including alterations, adaptations, additions, updates and modifications of any kind
g) dissemination, making publicly available on the Client’s Social Media
h)the right to repost the Materials created by the Publisher;
i) use of creative elements in whole or in part and combination with other works;
j) paid promotion of the Material (boosting).
- In case the Advertiser is not a direct beneficiary of a Campaign (the Advertiser is not a brand owner) the licence is granted predominantly in purpose of granting a sublicence to the approved Material by the Advertiser to the Client (direct beneficiary of the Campaign, usually brand owner). lt is advised that the sublicence would be granted within the same scope as the Licence.
- Any changes to the scope of the Licence mentioned above, must be indicated in the IO or on a separate explicit agreement signed by both Parties electronically or by using an e-mail or any other available electronic means of communication.
- The provision of Service is payable by the Advertiser to IDH based on an invoice, within 14 days of the invoice issuance, unless agreed otherwise, in particular through indication of different payment period on the IO and/or the invoice itself. The invoice shall be issued for the amount indicated in the IO or the amount indicated in the IO after appropriate adjustments made in accordance with the Agreement, with VAT added if applicable.
- The Publishers remuneration is paid directly by IDH after IDH receives payment from the Advertiser.
- Should a Campaign covered by one IO be executed throughout more than one calendar month, IDH shall be entitled to issue invoices at the end of each calendar month proportionally to the level of Campaign’s execution in the given calendar month, unless agreed otherwise.
- Should the Advertiser fail to deliver in agreed due time complete and sufficient Campaign Rules according to these Terms or fail to make available to the Publishers in due time products and/or services, IDH reserves the right to renounce the IO (resulting in i.a. withholding implementation of such Campaign). Regardless of the fact whether IDH renounces the IO or proceeds with it, IDH unconditionally reserves its right to receive payment of the full amount stipulated in the IO, irrespective of the actual Campaign’s KPI.
- In case of persistent obstruction of Campaign execution by the Advertiser, in particular through rejection of Publishers based on subjective, non-measurable or not specified criteria, rejection of more than 50% of proposed Publishers and/or rejection of already approved Publishers and/or through rejection of draft Material based on subjective, non-measurable or not specified criteria, rejection of more than 50% of draft Material, through amendments to already submitted brief, the Campaign is deemed properly executed. In such a case IDH reserves the right to payment of the full amount stipulated in the IO, irrespective of the actual Campaign’s KPI.
USE OF INTELLECTUAL PROPERTY (“IP”) RIGHTS
- The Advertiser grants a non-exclusive, royalty-free, worldwide licence for 10 years to use its name, its logo and/or any other IP rights related to its visual identification to IDH, its affiliates and subcontractors, in particular the Publishers, within the scope necessary to execute the Campaign. lf the Advertiser is not a direct beneficiary of the Campaign (is not a brand owner – Client) it declares its full empowerment to grant and grants a non-exclusive, royalty-free, worldwide sublicence for 10 years to use Client’s name, logo and/or any other IP rights related to visual identification that would be involved in the Campaign to IDH, its affiliates and subcontractors, in particular the Publishers, within the scope necessary to execute the Campaign. The Advertiser guarantees that such use of logo and/or any other IP rights related to visual identification involved in the Campaign Rules does not infringe Client’s rights nor any third party rights.
- Regardless of any contrary provisions of any other agreement (unless explicitly excluding applicability of this given point of the T&C) IDH shall be entitled to publicise the fact that the Campaign was performed through indaHash Service. The Advertiser grants to IDH and its affiliates a non-exclusive, royalty-free, worldwide licence for 10 years to use the logo and/orany other IP related to its visual identification that was used within the Campaign performed through the indaHash Service and included in the Material created within such Campaign. lf the Advertiser is not a direct beneficiary of the Campaign (is not a brand owner – Client) it declares its full empowerment to grant and grants a non-exclusive, royalty-free, worldwide licence for 10 years to use the logo and/orany other IP related to its visual identification that was used within the Campaign performed through the indaHash Service and included in the Material created within such Campaign. IDH may use the Material, the Advertiser’s logo and/orany other IP related to its visual identification for elaboration of its own materials referring to the Campaign such as: case study, report, article, including publication on IDH website or social media account, as well as for any marketing and other purposes.
- In the event that either Party is unable to perform any of its obligations under the Agreement as a result of natural disasters, actions or decrees of governmental bodies, communication line failures not the fault of the affected Party, or any other delay or failure which arises from causes beyond a Party’s reasonable control (a “Force Majeure Event”), the Party whose performance has been so affected will immediately give notice to the other Party and will do everything reasonably possible to resume performance. Upon receipt of such notice, those obligations that cannot be performed through commercially reasonable diligence will be suspended. In cases where the period of non-performance exceeds thirty days from the receipt of notice of a Force Majeure Event, the Party whose ability to perform has not been so affected may, by giving written notice, terminate this Agreement.
- Each Party understands that the other Party has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business. IDH MEDIA’s Confidential Information includes, without limitation, any non-public information regarding the technical, technological, features, functionality and performance of the Services. The Receiving Party agrees to:
(i) to take reasonable precautions to protect such Confidential Information and;
(ii) not to use or disclose such Confidential Information to any third party.
- The Disclosing Party agrees that the foregoing shall not apply to any information that the Receiving Party can document (a) is or becomes generally available to the public or (b) was in its possession or known by it prior to receipt from the Disclosing Party or (c) was lawfully disclosed to it without restriction by a third party or (d) was independently developed without the use of any Confidential Information of the Disclosing Party or (e) is required by law. Notwithstanding anything to the contrary, we have the right to collect and analyse aggregated data and other non-personally identifiable information relating to the provision, use and operation of various aspects of the Services and related systems and technologies.
- IDH acts in compliance with all obligatory law provisions.
- IDH strictly follows the provisions of Regulation (EU) 2016/679 (GDPR).
- IDH has its own Data Protection Officer (DPO) assigned to supervise any personal data flow process.
- The Advertiser represents and warrants that the person acting for and on behalf of the Advertiser, concluding the Agreement with IDH is duly empowered to represent the Advertiser and enter into a binding agreement on behalf thereof.
- Nothing in this Agreement will be deemed or construed to create a joint venture, partnership, fiduciary, or agency relationship between the Parties for any purpose. The Advertiser shall have no right or authority to enter into any contractual obligations or make any representation in the name of or on behalf of IDH. IDH does not grant to the Advertiser any right of representation. Any offer of the indaHash Service that the Advertiser makes to any third party is deemed to be at Advertiser’s sole risk and IDH shall not be bound by any such offer. Any terms of resell of the services shall be agreed upon through a separate agreement.
- IDH reserves the right to refuse the Agreement conclusion or terminate concluded Agreement on its sole discretion with such termination effective upon completion of already launched Campaigns.
- IDH reserves the right to amend T&C at its sole discretion. Any amendments shall be announced by publishing a new updated version of the T&C on the website, through the Dashboard, or by otherwise making it available to the Advertiser.
- Omitting, falling or waiving to exercise any right derived from the hereof Agreement does not constitute waiver for any proceeding or subsequent event, nor shall any waiver constitute a continuing waiver.
- The Agreement’s term lasts from the submission of an undersigned IO or SO, whichever occurs earlier (effective date), till proper execution of the Campaign (termination date). In any case, the term lasts from explicit conclusion of an individual agreement by the Advertiser and IDH till explicit termination thereof, either by the Advertiser or by IDH.
- Wherever appropriate in this Agreement, a singular term shall be construed to mean the plural where necessary, and a plural term the singular.
- The Advertiser and IDH hereby submit to jurisdiction of the courts of lreland.
- The Agreement shall be governed and interpreted under the laws of lreland.
Terms and Conditions for the Publisher
To familiarise yourself with the Terms of service for Publishers, please refer to: https://docs.indahash.com/doc/?n=terms-and-conditions-for-publishers