HOUSE RULES | CONSUMER FIRST
Here at TRIBE we believe that all influencer posts should be transparent and put consumers first. Therefore, both Creators and Brands need to ensure that no campaign or post is false or misleading and must disclose the fact that the Creator is being paid by the Brand. TRIBE expects that all users comply with all applicable Laws and industry self-regulation relating to influencer marketing, including the AANA Guidelines (AU), CAP Code (UK), and Federal Trade Commission’s Guides Concerning Endorsements and Testimonials in Advertising (USA). This means that all influencer marketing posts which are being facilitated through TRIBE should be transparent and labeled with appropriate disclosures, such as #ad. We expect Creators and Brands to keep themselves up to speed with the latest best practice on how to label influencer marketing posts in a transparent way in order to make sure that consumers are clear about the commercial nature of the sponsored posts.
HOUSE RULES | BRAND
BE RESPONSIVE: Please appreciate the energy each Creator has invested into their submission by responding to each one quickly. This will also prevent Creators having a negative experience with your brand.
BE BRAVE: Resist the urge to micro-manage. Everything from bad grammar to shaky footage makes up a unique dialect a Creator has crafted with their tribe over thousands of posts. If you change the language, you’ll change the response.
BE OPEN: This platform is for influencers, not celebrities. You may not recognize them, but rest assured their followers do. We believe accessing countless pockets of influence is far more meaningful than a large celebrity endorsement.
BE AWARE: Feel free to share a Creator's post within the same social platform, however content cannot be used in any additional or other marketing material, nor should it be used outside of the original platform without getting additional approval from TRIBE.
BE TRANSPARENT: Be aware of the need to be transparent when engaging with influencers, and the requirement to label Creator posts with #ad to tell consumers that it is a paid for post.
HOUSE RULES | CREATOR
BE TRANSPARENT: Keep up to speed with the latest developments and best practice on how to label your posts in a transparent way to show that it is paid for by the brand. Normally, that will mean labeling your content with #ad or ADVERT in the title or thumbnail of your content. Don’t try to hide the fact that the content is paid for; both you and the Brand will lose credibility if you do.
BE GENEROUS: Posts must stay on the top of your feed for minimum 5 hours and on your platform for 30 days.
BE AUTHENTIC: If you wouldn't recommend a Brand for free – don't recommend it for money.
BE GENUINE: We work exclusively with Creators who’ve organically grown their audience. If you’re misrepresenting the size of your audience or engagement in your content, we reserve the right terminate your TRIBE account.
BE MINDFUL: If you’re seen to be recommending competing brands in quick succession or over-populating your feed with sponsored posts, you’ll lose credibility with your tribe.
3. The TRIBE Platform allows Brands to create Influencer Marketing Campaigns and Content Only Campaigns via the Campaign Builder, which are then shared with Creators via the Application. Creators using the Application can respond to a Campaign brief by creating a Post or Paid Content and submitting it to the relevant Brand. A Brand will pay, and the Creator will earn, compensation when:
(a) in relation to an Influencer Marketing Campaign, the Brand approves a Post and the Post is published to the Creator’s Community via his or her Channels, as selected; or
(b) in relation to a Content Only Campaign, the Brand approves Paid Content submitted by the Creator and acquires rights to use that Paid Content in accordance with a Rights Licence.
4. TRIBE also provides to Brands a range of manual and automated services to facilitate the development, conduct and evaluation of Campaigns, both through the operation of the TRIBE Platform and by way of TRIBE Services agreed between TRIBE and a Brand from time to time.
Terms for Creators
6. Paragraphs 7 to 51 apply only to Creators participating in the TRIBE Platform and, along with paragraphs 1 to 5 and 105 to 155, govern use by Creators of the TRIBE Platform.
Registration of Creator Account
9. Any person over the age of 16 years, or over the age of 13 years with the written consent of a parent or legal guardian, may register a Creator Account, but in order to participate in any Campaigns and earn compensation as a Creator via the TRIBE Platform, you must meet the following minimum standards:
(a) you must be eligible to use each of the social media platforms through which you sign in to the Application (under the relevant platform's prevailing terms and conditions);
(b) you must have at least 3000 followers on any of the Channels that you use to sign in to the Application, or you must submit an application and be approved by TRIBE to participate in Content Only Campaigns;
(c) each of those Channels must be public (viewable by anyone); and
10. If you do not meet the minimum standards in paragraph 9, you may not be able to participate in Campaigns or access the full functionality of the Application.
11. You must not misrepresent the size of your audience or your numbers of followers or level of engagement. You must have obtained your followers organically and not through unethical or unsportsmanlike behaviour such as (but not limited to) purchasing or fabricating followers, likes or engagement.
Submission of Content for a Campaign
12. You are responsible for reviewing all of the information about a Campaign provided in the Application or by TRIBE and for verifying the suitability for you of submitting Content to, or otherwise participating in, any Campaign.
13. You acknowledge that:
(a) a Brand may, in its sole discretion, arrange to send you a sample product, but the Brand is under no obligation to do so even if you request it to do so unless such an arrangement is agreed and approved by TRIBE upfront as part of the Campaign information;
(b) TRIBE will not be responsible or liable in any way for late delivery or non-arrival of any products sent to you from a Brand, and you are responsible for ensuring your address for delivery is accurate; and
(c) if you choose to purchase a product of a Brand, there is no guarantee that any of your Posts or Paid Content about the product will be approved or used by the Brand.
15. You acknowledge and agree that TRIBE is not obliged to submit any Post or Paid Content that you upload to the Application to the Brand. Posts and Paid Content that do not comply with paragraph 14 or that TRIBE otherwise considers unsuitable for the Campaign may be made inaccessible by the Brand and/or removed from the TRIBE Platform at TRIBE’s absolute discretion (whether or not they have been submitted to, or reviewed or approved by, the Brand).
16. You acknowledge and agree that TRIBE is entitled to intercept, review and moderate Posts or Paid Content that you upload to the Application, provide feedback and direction to you in relation to the Content you submit, and approve or withhold approval of the Content on behalf of the relevant Brand.
17. You must clearly disclose in each sponsored Post your relationship with the Brand. TRIBE requires that you make such disclosures in such a way that it is clear to the ordinary consumer viewing your Channels that there is a commercial relationship between you and the Brand. This may be achieved through the prominent use of hashtags such as #advertisement or #ad or through other means suitable to your particular circumstances, Community and Channels. TRIBE will monitor your disclosure practices in relation to particular Posts and may do so in relation to your Channels generally, and may require greater levels of disclosure (at TRIBE’s sole discretion) in particular Posts or across your Channels generally. If you do not agree to the required levels of disclosure, you may be removed from the TRIBE Platform. If you are in the USA, you should have regard to the Federal Trade Commission’s Endorsement Guides available at: https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking.
18. You warrant, in respect of each Post and Paid Content you upload to the Application, submit to a Brand for approval, or publish to a Channel via the TRIBE Platform, that:
(a) you are aged over 16 years, or are aged over 13 years and have your parent or legal guardian’s consent;
(b) if you are aged over 16 years and the Post or Paid Content features children aged 16 years or younger, you are the parent or legal guardian of those children;
(c) if you are aged 13 years to 16 years, the Post or Paid Content does not feature other children aged 16 years or younger;
(e) the Post or Paid Content does not contain any misrepresentation or suggestion that you or any entity has the approval or sponsorship of any other entity which you or it does not have;
(f) any and all opinions and views stated in the Post or Paid Content are genuinely held by you;
(g) any and all statements in the Post or Paid Content regarding your use and experience of the Brand or the Brand’s products or services are true and correct and representative of your opinion (regardless of whether you are paid for such content or not), and fairly represent your use and experience, and you will promptly notify TRIBE if your opinion of the Brand changes from that which you have expressed in the Post or Paid Content;
(h) the Post or Paid Content does not contain any representations or material which you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive;
(i) other than any Third Party Material disclosed under paragraph (j), the Post or Paid Content is original and does not contain materials that have been previously broadcast, streamed, published, posted onto any social media channel, or otherwise communicated to the public by you in any way and does not contain materials that have been used in previous marketing materials or promotions for any third party;
(m) the use of the Post or Paid Content and the exercise of the Intellectual Property Rights in the relevant Post or Paid Content by the Brand and TRIBE will not infringe any legal rights, copyright or other Intellectual Property Rights of any person or entity nor give rise to a liability to pay compensation.
Influencer Marketing Campaigns – Publication of Posts
21. Once a Post has been approved by TRIBE or the Brand, you are required to publish the Post to your relevant Channel through the Application in the manner required within 48 hours of the Post being approved (unless TRIBE or the Brand stipulates a different timeline).
22. You will not have an opportunity to edit a Post after TRIBE or the Brand has approved the Post. You must publish the Post exactly as approved by TRIBE or the Brand, unless TRIBE or the Brand expressly agrees otherwise.
23. Once you publish a Post, you must reasonably engage and respond as required to comments on the relevant Channel in respect of the Post. However, it is acknowledged that it may not be possible for you to respond to every comment.
24. You agree that you will not:
(a) for a period of five (5) hours after a Post is published to a Channel, post, share, re-tweet or re-gram any other posts or content to that Channel where the effect of publishing such additional posts or content would be to reduce the prominence of the Post;
(b) remove the Post from your Channel for a period of 30 days after the Post is published on that Channel, expiring at 11:59pm on the thirtieth calendar day after the Post is published;
(d) create any contextual or surrounding posts or other material on a Channel that in any way detracts from, dilutes the effect of, or undermines a Post; or
(e) grant any further rights in a Post to a Brand without the written permission of TRIBE and appropriate fees being negotiated on a reasonable basis by TRIBE.
Influencer Marketing Campaigns – Moderation and Removal of Posts
28. You acknowledge and agree that any necessary public relations announcements regarding the removal or modification of a Post, as the case may be, will be agreed by TRIBE, the Brand and you before publication.
Influencer Marketing Campaigns – Rights in Posts
30. You grant in respect of each and every Post uploaded to the Application or submitted to a Brand for approval, or published to a Channel via the TRIBE Platform, a licence for TRIBE (and its agents) to edit and re-format the Post into such formats or versions for use by TRIBE in such media as TRIBE requires for the purposes of the conduct of the relevant Campaign or to use it as contemplated by paragraph 31.
31. In consideration of the payment to you of the Post Fee, you grant in respect of each and every Post uploaded to the Application, submitted to a Brand for approval, or published to a Channel via the TRIBE Platform as part of a Campaign:
(a) to TRIBE (and its agents):
[i] a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable, sub-licensable licence to use the Post for the purpose of marketing and promoting TRIBE (and its products and services) in any manner, without further notification to or consent of you or any further compensation payable to you;
[ii] the right to use the Creator’s Identity and performances in the Post and to communicate the Post to the public in all languages, in all media including but not limited to all online paid media (including but not limited to digital banners), in all online owned media (including but not limited to the Website and internal communications of TRIBE), in all social media (including but not limited to the social media channels of TRIBE), and in any earned media or public relations activity published by a third party (including but not limited to print, digital and/or social media); and
(b) to the relevant Brand (and its agents):
[i] the right to organically share, comment upon and organically re-post the relevant Post in the Channel upon which the Post was published, for a period of thirty (30) days expiring at 11:59pm on the thirtieth day after the Post was first published; and
[ii] the right to use the Creator’s Identity and performances in the Post and to communicate the Post to the public in accordance with paragraph (i) above and in any earned media or public relations activity published by a third party (including but not limited to print, digital and/or social media).
32. You acknowledge and agree that the relevant Brand will not be required to remove from its social media channels any Post or any comment, share or re-post of a Post after the period set out in paragraph 31(b)(i) has expired.
33. In respect of each Post you upload to the Application, submit to a Brand for approval, or publish to a Channel via the TRIBE Platform, you consent to the relevant Brand and its successors, licensees, and assigns, and anyone authorised by them, changing, copying, adding to, taking from, adapting, translating or publishing without attribution to you, in any manner or context, or doing any other act or omitting to do any thing in respect of the Post in the course of exercising their rights under paragraph 31(b), notwithstanding that such conduct may infringe your Moral Rights in the Post, and, to the extent possible, you grant a waiver of all Moral Rights in each Post.
Content Only Campaigns – Rights in Paid Content
34. When you upload Paid Content in response to a Content Only Brief, you will be presented with TRIBE’s Content Rights Terms document, which contains terms and conditions for the transfer of ownership of the Paid Content to TRIBE. You must agree to the Content Rights Terms document each time you submit Paid Content.
35. Under the Content Rights Terms document, you will assign all Intellectual Property Rights in Paid Content to TRIBE on the terms and conditions stated in the Content Rights Terms document, and grant waivers and consents in relation to use of the Paid Content that may otherwise infringe your Moral Rights, upon payment to you of the Paid Content Fee. For the avoidance of doubt, the assignment of Intellectual Property Rights will only be effective upon your Paid Content being accepted and TRIBE making payment of the Paid Content Fee. This will allow TRIBE to do anything with the Paid Content, including making changes and re-assigning or licensing it to the Brand for use in the Content Only Campaign.
36. You acknowledge and agree that you must not post any Paid Content to your Channels or publish it in any other way under any circumstances, including re-posting or commenting upon the Content after it has been posted or shared by TRIBE or a Brand, or purport to grant any rights to that Paid Content to the Brand or any other person.
No disparagement of Brands
37. You agree that, if you participate in a Campaign for a Brand, you will not:
(a) parody, disparage, make any adverse comment on or make fun of the Brand or its products or services in any way; or
(b) create any other material that undermines the Brand or its products or services,
on any of your Channels in a way that may adversely impact on the Campaign or on the Brand's ability to benefit from the Campaign.
38. Before receiving any payments for any Posts or Paid Content, you will be asked to provide financial details, including your nominated bank account or Hyperwallet account details, whether or not you are registered for GST (in Australia) or VAT (in the UK), your ABN or VAT number (if applicable), Employer Identification number (in the U.S.) and any further required details. You are responsible for the accuracy of your nominated bank account or Hyperwallet account details.
39. It is your responsibility to notify TRIBE in the event that you are registered for and liable to pay GST or VAT (as applicable), and to keep TRIBE up to date with your registered GST and/or VAT details (as applicable).
40. If a Brand requests changes to a Post or Paid Content you have submitted prior to the Post being approved or the Paid Content being accepted, and you agree to make those changes, you may request or receive a prompt for pre-approval. Pre-approval is intended to ensure the Brand makes a financial commitment to you to make the pre-agreed changes prior to final approval or acceptance, by paying an upfront deposit. In the event that this occurs and you make the pre-agreed changes, the Brand will be required to either approve the final submission, or forfeit the deposit. Where the Brand forfeits the deposit, this will be paid to you after the submitted Post or Paid Content has been declined, or the Campaign has ended. Where a deposit is paid to you, neither the Brand nor TRIBE has any obligation to pay the full amount that would have been payable had the Content been approved or accepted. In the event that you do not make the agreed changes to your submitted Content, you will not be paid any amount for your Content despite the pre-approval. TRIBE will endeavour to resolve any disputes between you and a Brand in relation to the application of this paragraph 40.
41. After a Post is approved and published, or Paid Content is accepted by a Brand, you will be entitled to be paid the Post Fee or Paid Content Fee (plus GST, or VAT, if applicable to you) in accordance with the following terms.
42. TRIBE will pay the Post Fee or Paid Content Fee (plus GST or VAT, if applicable to you) into your nominated bank account or PayPal account (as supplied by you via the Application in the manner required) by Electronic Funds Transfer. TRIBE will issue you with a recipient generated tax invoice for this purpose.
43. Subject to paragraph 47:
(a) the applicable Post Fee will be paid either (as applicable to you, as described below) approximately two business days or 45 days after the approved Post has been published; or
(b) the applicable Paid Content Fee will be paid either (as applicable to you, as described below) approximately two business days or 45 days after the Paid Content has been licensed by the Brand.
You may choose between two business day and 45 day payment terms in the Application, and any fees associated with your choice of terms will be applied by way of adjustment to the Post Fees or Paid Content Fees payable to you.
44. If for any unforeseen reason TRIBE is delayed in paying you, TRIBE will endeavour to notify you of these delays, and rectify any payment delays as soon as reasonably possible.
45. TRIBE retains control over any change to your nominated Post Fee, the fixed Paid Content Fee or any additional amounts or compensation payable to you for any approved Post or Paid Content. Except as set out in paragraph 46, no payments other than the Post Fee or Paid Content Fee (plus GST or VAT, if applicable) are payable to you in respect of any approved Post or Paid Content.
46. If a Brand requests that you make any changes to the Post or Paid Content that you have already submitted, you may negotiate directly via the TRIBE Platform with the Brand for the payment of an additional amount to compensate you for your additional time and cost in making those changes. TRIBE reserves the right to monitor, advise you or the Brand in relation to, and approve any change requests and the associated fees.
48. You acknowledge and agree that you must not:
(a) accept a product, service or other non-monetary arrangement from a Brand as partial or full payment for any Post or Paid Content, except with the approval of TRIBE;
(b) accept, negotiate or attempt to negotiate with a Brand more than one Post per Post Fee or additional Paid Content for a Paid Content Fee, except with the approval of TRIBE; or
(c) otherwise circumvent, or negotiate or attempt to negotiate, terms or payment with Brands in relation to a Campaign.
Creator Relationship with TRIBE and the Brand
49. As a Creator, you will at all times perform your obligations and provide Posts or Paid Content to TRIBE and the Brand as an independent contractor and not in the capacity of an employee, partner or agent or in any other capacity. You agree that neither TRIBE nor the Brand will be obliged to pay to you or recover from you any amount as a result of you being deemed to be an employee of either TRIBE or the Brand, including in respect of annual leave, superannuation, withholding tax, income tax, workers compensation contributions or any similar payments or deductions.
51. You acknowledge that TRIBE has not made any guarantees in respect of the success of a Post or Paid Content or that a Post or Paid Content will be approved by a Brand or in respect of your business or commercial performance or otherwise.
Terms for Brands
53. Paragraphs 54 to 103 apply only to Brands participating in the TRIBE Platform and, along with paragraphs 1 to 5 and 105 to 155, govern use by Brands of the TRIBE Platform.
Registration of Brand Accounts
56. TRIBE may, at its sole discretion, implement a minimum spend for Brand Accounts. You will be notified in writing of any such minimum spend.
57. You must nominate a primary contact for your Brand Account. The first user to register a Brand Account will automatically be selected as the primary contact, but the primary contact's identity and details may be edited through the Website by any authorised person with access to the Brand Account. TRIBE will use the details provided for the primary contact for all enquiries relating to the Brand Account.
General conduct by Brands
58. You must use the TRIBE Platform in a fair and reasonable way and for its intended purposes, and treat Creators in a fair and reasonable manner.
Conduct of Campaigns
60. TRIBE retains control over any change to a Creator's nominated Post Fee, the Paid Content Fee that you fix, or any additional amounts or compensation payable to a Creator for any approved Post or Paid Content. You agree that you will not negotiate terms or payment to Creators, except as set out in paragraph 61. Each Post shall have a Post Fee and all Paid Content shall have a Paid Content Fee, and you must not circumvent the Post Fee or Paid Content Fee by negotiating or attempting to negotiate with any Creator multiple Posts or Paid Content for Post Fees or Paid Content Fees, unless otherwise approved by TRIBE.
61. You may, after consultation with and with the approval of TRIBE, negotiate directly via the TRIBE Platform with a Creator to pay an amount in addition to the set Post Fee or Paid Content Fee to compensate the Creator for their additional time and cost in making any changes that you request to the Post or Paid Content already submitted by the Creator.
62. You acknowledge and agree that you must not offer a product, service or other non-monetary arrangement to a Creator as partial or full payment by a Brand for a Creator’s Post or Paid Content, unless otherwise approved by TRIBE.
63. You must not attempt to instruct, coerce or manipulate any Creator to hide the commercial relationship between the Brand and the Creator.
64. You must not encourage or facilitate any misrepresentation or suggestion that the Brand or any entity has the approval or sponsorship of any other entity which the Brand or entity does not have.
65. You acknowledge that:
(a) neither any Creator nor TRIBE is required to purchase any of your products or services;
(b) even if a Creator requests you to send a sample product, you are under no obligation to do so, unless such an arrangement is agreed and approved by TRIBE upfront as part of the Campaign information;
(c) TRIBE will not be responsible or liable in any way for late delivery or non-arrival of any products sent from you to a Creator. Any address provided by a Creator through the TRIBE Platform is not verified by TRIBE; and
(d) if you send a sample product to a Creator, there is no guarantee that the Creator will submit a Post about the product or that any post submitted will be positive. All product reviews must reflect the Creator’s genuinely held beliefs.
66. You warrant that:
(b) any Content you upload to the TRIBE Platform does not contain any representations or material that you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive.
69. You acknowledge that Creators are independent third parties and their audiences are not directly controlled by TRIBE. As a consequence, any Posts will inherently risk negative or unflattering comments about you or your products or services.
71. You acknowledge that TRIBE has not made any warranties in respect of the success of any Campaign in respect of your business or commercial performance or otherwise of any Post, Paid Content, Campaign, Channel or other media, marketing communications channel, marketing or advertising campaign, promotion or advertisement.
Provision of TRIBE Services
72. TRIBE will perform any TRIBE Services that it agrees in writing with you from time to time, on the terms and subject to any conditions and limitations set out in that written agreement.
74. If you subscribe to TRIBE Services on the basis that the term automatically rolls over from time to time:
(a) that subscription or other service arrangement can be terminated by either TRIBE or you giving at least two months' notice to the other party, and such termination will take effect on the expiry of the then-current subscription term (or the following subscription term if required to ensure that at least two months' notice has been provided); and
(b) you are not entitled to a refund of any subscription fees or charges if you seek to cancel, or stop using, the TRIBE Services during a subscription term.
75. The fees and charges payable in respect of any TRIBE Services you subscribe for or order will be as set out in the applicable subscription agreement or invoice issued by TRIBE from time to time. If you subscribe to or order TRIBE Services on the basis that the term of those TRIBE Services automatically rolls over from time to time, TRIBE may vary the applicable subscription fees and other applicable charges for the upcoming term by giving you notice at least three months prior to the start of the term to which the varied subscription fees or charges will apply.
Payment Terms for Brands
77. Media Agencies using the TRIBE Platform acknowledge and agree TRIBE is a cost of good and is non-commissionable. No agency rebates will be given.
78. If you subscribe to or order any TRIBE Services, you must pay all subscription fees and other applicable charges as set out in the applicable subscription agreement, invoice terms or other terms imposed by TRIBE from time to time.
79. You must pay all charges in respect of a Campaign in the manner set out in the Campaign Builder or as otherwise advised by TRIBE in writing from time to time. If no manner for payment is stated and you are not approved to pay via Invoice, the payment must be made by credit card using a provider authorised by TRIBE. TRIBE reserves the right to charge a credit card surcharge.
80. If you do not use your entire Campaign Budget on a Campaign (whether due to early Campaign cancellation, change of Campaign scope, or under-spend), you will still be liable to pay the full amount of the Campaign Budget. Any amount of the Campaign Budget not applied to the Post Fees, Paid Content Fees and other Campaign fees and charges will be held by TRIBE as a credit to use in the TRIBE Platform for 90 days from the date of commencement of that Campaign, after which time it will be forfeited.
81. Upon receiving details of your Campaign (including your Campaign Budget), TRIBE may carry out a standard pre-authorisation check of your nominated card or account (as applicable) to verify the details provided and to ensure there are sufficient funds to fulfil the Campaign Budget. TRIBE may elect not to share the relevant Campaign with Creators via the Application until this pre-authorisation check has been completed to TRIBE's satisfaction.
82. Brands and Media Agencies may request that TRIBE issue an invoice for fees and charges expected to be incurred by the Brand or Media Agency during the course of a Campaign (“Invoice”), prior to the commencement of the Campaign.
83. TRIBE reserves the right to refuse any Invoice request in its sole discretion.
84. Where a Brand or Media Agency is approved to pay by Invoice, the Brand or Media Agency must provide TRIBE with a purchase order or insertion order (or similar) approving the total fees and charges to be included on the Invoice and including a purchase order or insertion order number. TRIBE may, in its sole discretion, accept written confirmation (including via email) approving an invoice in lieu of a purchase order or insertion order being provided.
85. Where TRIBE approves a Brand or Media Agency to pay by Invoice, the Brand or Media Agency irrevocably authorizes TRIBE, its employees, servants and agents to make such enquiries as TRIBE deems necessary to investigate the Brand or Media Agency’s credit worthiness, including, without limitation, making inquiries from referees, banks or any other credit providers, and the Brand or Media Agency hereby authorizes such persons to disclose to TRIBE, its employees, servants and agents, all information requested by TRIBE for the purpose of assessing your credit worthiness. Any terms of credit offered by TRIBE, including where TRIBE approves payment by Invoice, may be varied by TRIBE in its sole discretion and advised to you in writing.
86. In the event that a Brand or Media Agency requests an Invoice and TRIBE approves the Brand or Media Agency to pay by Invoice, a minimum Invoice amount of $5000 (excluding GST in Australia), £3000 (excluding VAT in UK), or $5000 US (excluding Sales Tax) will apply, unless otherwise approved in writing by TRIBE. If a Brand or Media Agency is not domiciled in Australia, the UK, or U.S., then Invoices will not include GST, VAT or Sales Tax (but may include other applicable tax where relevant).
87. You must pay the amount of any Invoice you have requested in accordance with the payment terms specified in it or as agreed with TRIBE in writing. Where no such terms of payment are specified or agreed, TRIBE's standard payment terms apply, being 14 days from the date of the Invoice. Charges paid to TRIBE pursuant to an Invoice will be allocated to the relevant Campaign as credit for use in that Campaign (“Credit”).
88. When you approve a Post or Paid Content, you undertake that:
(a) where you have paid an Invoice and there is sufficient Credit to cover the applicable charges (which include the applicable Brand Fee or Rights Fee and any additional amount payable under paragraph 61), you have sufficient authority to authorise TRIBE to apply that Credit to the applicable charge; or
(b) where paragraph (a) does not apply, you are an authorised user of the card or account (as applicable) nominated on your Brand Account, you are authorised to pay the applicable charges (which include the applicable Brand Fee or Rights Fee and any additional amount payable under paragraph 61), the card details provided are current, correct and complete, and your nominated card or account (as applicable) will cover the full amount of the charges. You must not pay, or attempt to pay, any charges through any fraudulent or unlawful means.
89. In relation to Influencer Marketing Campaigns, upon approving a Creator’s Post submission, you authorise TRIBE to debit the gross fee that is payable for the Post from your Credit balance or nominated card or account (as applicable).
90. In relation to Content Only Campaigns, upon approving a Creator’s Paid Content submission, you authorize TRIBE to debit the applicable Rights Fee that is payable for the Paid Content from your Credit balance or nominated card or account (as applicable). The applicable Rights Fee will depend on the nature of the Rights Licence you select at the time of selecting and approving the Paid Content and is subject to the terms of any such Rights Licence.
91. If you request changes to a Post or Paid Content submitted by a Creator before approving or accepting it, and the Creator agrees to make those changes, TRIBE may (through the TRIBE Platform) require you to ‘pre-approve’ that Content before the Content can be changed and re-submitted. Pre-approval requires that you pay an upfront deposit so as to provide financial commitment to the Creator before they make the agreed changes prior to final approval. In the event that you pre-approve Content and the Creator makes the agreed changes and re-submits the changed Content, you must either approve the final submission or forfeit the deposit. In the event that the Creator does not make the requested changes, you may seek a refund of the deposit and the Creator will not be paid for their pre-approved Content despite the pre-approval. TRIBE will endeavour to resolve any disputes between you and a Creator in relation to the application of this clause 91.
92. If you fail to pay any charges by the due date or TRIBE is unable to successfully process your payment of any charges, TRIBE reserves the right to charge a late payment fee calculated at a rate of ten percent (10%) per annum but no less than $10.00 per month. This amount represents a genuine and reasonable estimate of such costs and expenses associated with managing and processing late payments. TRIBE also reserves the right to withdraw credit facilities (where applicable) at any time or to remove your access to the TRIBE Platform. You may also be liable to pay interest on any amount outstanding at the ATO benchmark interest rate applicable under Division 7A of Part III of the Income Tax Assessment Act 1936 (Cth) (where paragraph 146 applies), or Statutory rate (where paragraph 147 applies), or Prime Interest rate (where paragraph 148 applies) from the date the payment becomes due and you may also be responsible for all reasonable expenses incurred by TRIBE as a result of such late payment (including but not limited to costs incurred by TRIBE to recover any unpaid amounts). Without limiting its rights, in the event you fail to pay any charges within the timeframe and in the manner required, TRIBE reserves the right to suspend or terminate your access to the TRIBE Platform or to suspend or terminate any current Campaigns.
Payment Terms for Brands
94. TRIBE will make payment of the Post Fee or Paid Content Fee to the Creator in accordance with the timing specified in paragraph 43.
Refunds by TRIBE to Brands
Rights to use Posts and Paid Content
96. You acknowledge and agree that your right to use a Post is strictly limited to the rights granted to you by the Creator under paragraph 31(b) above. For the avoidance of doubt, you must not use a Post in any form of paid, sponsored or promoted advertising, including within the Channel upon which the Post was published (for example, via Facebook Power Editor).
97. You acknowledge and agree that your right to use Paid Content is strictly limited in accordance with the Rights Licence selected via the TRIBE Platform. For the avoidance of doubt, you must not use Paid Content other than in accordance with the Rights Licence terms that you select at the time of selecting and approving the Paid Content.
102. You must not remove any watermarks or copyright notices contained in any Content on the TRIBE Platform.
103. Where any Paid Content or Post includes Third Party Material, you must strictly comply with any use limitations notified to you in respect of the Third Party Material and will obtain all licences required for your intended use of the Post or Paid Content prior to use of such Post or Paid Content, including obtaining any licences required with respect to Third Party Material.
105. TRIBE reserves the right to refuse registration of an Account for any reason in its sole discretion. Any decision of TRIBE is final and no correspondence will be entered into.
107. All information provided when registering an Account must be current, correct and complete. Incomplete, ineligible or incomprehensible Account registrations will not be valid.
108. You must be logged in to your Account in the manner required each time you wish to use the TRIBE Platform.
109. You are responsible for maintaining the strict confidentiality of your Account details and for any activity carried out using your Account, and you must not share or transfer your Account details to a third party. You agree to immediately notify TRIBE of any unauthorised use of your Account or any other breach of security. It is your sole responsibility to control access to and use of your Account and to notify TRIBE when you desire to cancel your Account. TRIBE will not be responsible or liable for any loss or damage arising from your failure to comply with this paragraph 109.
111. You must not use any automated software or any other mechanical or electronic means to create Accounts, or use an Account that has been created using such means.
RELATIONSHIP WITH SOCIAL MEDIA PLATFORMS
112. When you link to any social media account through your Account on the TRIBE Platform, you warrant, represent and covenant that:
(a) the social media account is the account of the Creator or Brand in whose name the Account has been registered;
(b) if the Account is in the name of a Brand, you are the authorised representative of the Brand with the right to access and use that social media account for the Brand; and
(c) if the Account is in the name of a Creator and you are not the Creator, you are the authorised representative of the Creator and have the right to access and use that social media account for the Creator.
113. In creating an Account, you are providing your information to TRIBE and not to any social media platform. Whether you are a Creator or a Brand, you are solely responsible and liable for any Content or information you transmit to other users of the TRIBE Platform. To the extent permitted by Law, you agree to indemnify, defend and forever hold harmless, all social media platforms and their associated agencies and companies, against any and all losses, actions, claims, costs, expenses and damages (of any nature) which may be incurred in respect of your use of the TRIBE Platform. Any questions, comments or complaints about the TRIBE Platform must be directed to TRIBE and not to any media or social media platforms. For the purposes of this paragraph 113, TRIBE contracts on its own behalf and also on behalf of the social media platforms and, accordingly, may take action in that capacity to recover on behalf of the social media platforms where acts or omissions cause loss or damage to such social media platforms (regardless of whether or not TRIBE has suffered its own loss or damage).
114. The TRIBE Platform may also utilise social network or share functionality and may contain social media links, applications or features (including but not limited to Facebook, Twitter and Instagram). Your use of any social media platforms is subject to the particular social media platform's prevailing terms and conditions of use. By using any social media applications or features on the TRIBE Platform, you consent and agree to be bound to the particular terms and conditions of use of the social media platform. You also acknowledge and consent to the TRIBE Platform accessing information you may have shared with the particular social media platform and contacting you via the social media platform or via the information you have shared (for example, sending an email directly to you to the email address provided to the social media platform), in accordance with the permissions you have granted via the social media platform. You are encouraged to review the terms and conditions of use of each social media platform before engaging or interacting with the social media links, applications or features on the TRIBE Platform. The TRIBE Platform is in no way sponsored, endorsed or administered by, or associated with, any social media platform.
SUBMISSION OF CONTENT THROUGH TRIBE PLATFORM
(a) is illegal or contrary to any laws, applicable industry code or the requirements or directions or relevant regulators;
(b) is copied or adapted either wholly or substantially from any other work or material;
(c) is indecent, obscene, threatening, discriminatory, harassing, in breach of any confidence, defamatory, offensive or objectionable or contains, depicts or alludes to or promotes aggressive, unruly, antisocial, lewd or illegal behaviour or sexually suggestive imagery;
(d) parodies, disparages or makes fun of TRIBE or its products of services in any way;
(e) solicits passwords or personal information for commercial or unlawful purposes or provides any telephone numbers, street addresses, last names, URLs or email addresses (except to the extent required as part of a Campaign);
(f) promotes an illegal or unauthorised copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated materials;
(g) involves the transmission of junk mail, chain letters, unsolicited mass mailing or spam;
(h) infringes the privacy rights, contract rights or other rights (including Intellectual Property Rights) of any person, corporation or entity;
(i) constitutes, encourages or provides instructions for any criminal offence or otherwise violates any Laws including, without limitation, the regulations of any stock or securities exchange such as the New York Stock Exchange; or
(j) contains any viruses, corrupted data or other harmful or malicious code of files.
USING THE TRIBE PLATFORM
118. You must use the TRIBE Platform in accordance with any applicable instructions set out within the TRIBE Platform.
119. You must not:
(a) decompile, reverse engineer, disassemble, convert or authorize any third party to decompile, reverse engineer, disassemble or otherwise convert any element of the TRIBE Platform to a human perceivable form;
(b) distribute or republish any element of the TRIBE Platform in any way;
(c) resell, rent, lease, licence or lend any element of the TRIBE Platform;
(d) defeat, disable or circumvent any security feature of the TRIBE Platform;
(e) transfer any element of the TRIBE Platform to any third party;
(f) use any data mining, robots or similar data gather or extraction methods;
(g) register, subscribe or unsubscribe, or attempt to subscribe or unsubscribe, any party to any product or service if you are not expressly authorised by such party to do so; or
(h) sell, licence, lease or in any way seek to commercialise any component of the TRIBE Platform without specific written authorisation from TRIBE.
120. You must not engage in crawling, scraping, caching or otherwise accessing any content on the TRIBE Platform via automated means, except with TRIBE’s written consent.
121. TRIBE reserves the right to monitor the TRIBE Platform generally and all Account activity. If your Account shows signs of fraud, abuse or suspicious activity, TRIBE may close or freeze the Account immediately.
122. The TRIBE Platform may contain links to other sites not maintained by TRIBE (“Linked Sites”). TRIBE is not responsible for the content of any Linked Sites, whether or not TRIBE is affiliated with the Linked Sites. TRIBE makes no claim or representation regarding, and accepts no responsibility, directly or indirectly, for the quality, nature or reliability of Linked Sites. Such Linked Sites are not under the control of TRIBE and TRIBE provides links to the Linked Sites only as a convenience to users of the TRIBE Platform. The inclusion of a link to any Linked Site does not imply any affiliation with or endorsement by TRIBE. You should review and applicable terms and policies (including privacy policies) of any Linked Site you visit.
123. Any costs associated with downloading, installing, accessing and using the TRIBE Platform remain your responsibility and are dependent on the service provider used.
124. You are responsible for ensuring that your computer system or mobile device (as applicable) is, and other information technology hardware, software and services are, compatible with the TRIBE Platform and meets all relevant technical specifications necessary to access and use the TRIBE Platform.
125. If you are the driver of a vehicle (or other form of transport), you must not use the TRIBE Platform while the vehicle (or other form of transport) is moving or is stationary but not lawfully parked. You may only use the TRIBE Platform when the vehicle is lawfully parked. You must comply with all applicable road rules and regulations before and while using the TRIBE Platform. In the interests of safety at all other times, TRIBE recommends that you only use the TRIBE Platform when it is lawful and safe to do so.
TRIBE’S INTELLECTUAL PROPERTY
COPYRIGHT INFRINGEMENT POLICY & COMPLAINTS
128. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws, TRIBE has adopted a policy of terminating, where appropriate and at TRIBE’s discretion, access to the TRIBE Platform for account holders who infringe the intellectual property rights of TRIBE or any third party.
129. If you believe that any material on the TRIBE Platform infringes upon any copyright that you own or control, you may file a notification of such infringement with TRIBE at the following details:
Collen Intellectual Property Law
80 South Highland Avenue, Ossining, New York, 10562
+1 914 941 5668
PO Box 16156, Collins Street West, Vic, 8007
+614 47 335 993
130. Each of you and TRIBE understands that the other has disclosed or may disclose business, technical or financial information relating to its business, including in the case of TRIBE (Confidential Information), and agrees:
(a) to take reasonable precautions to protect the other party's Confidential Information;
(c) not to disclose the other party's Confidential Information to any third person except to the extent required by law or with the consent of the other party.
131. The obligations under clause 130 will not apply to any information that you or TRIBE (as applicable) can document:
(a) is or has become generally available to the public;
(b) was in its possession, or known by it, prior to receipt from the other party;
(c) was rightfully disclosed to it without restriction by a third person; or
(d) was independently developed by it without use of any Confidential Information of the other party.
134. You agree to indemnify, and must defend and hold harmless, TRIBE and its related bodies corporate, personnel, servants and agents, from and against any claims, liabilities, damages, losses and expenses (including reasonable legal fees) arising out of or in any way connected with any of the following (including as a result of your direct activities on the TRIBE Platform):
(a) your Content or access to the TRIBE Platform;
(b) your use or inability to use the TRIBE Platform;
(d) (where you are a Creator) your claim against a Brand for any reason;
(e) (where you are a Brand) your claim against a Creator for any reason;
(g) any claim or allegation that your Content infringes a third party’s rights, including Intellectual Property Rights;
(h) your violation of any applicable Laws; and
(i) any misrepresentation made by you.
LIMITATION OF LIABILITY
135. In using the TRIBE Platform, you may be exposed to Content that is harmful, obscene, misleading or inaccurate. Under no circumstances will TRIBE be liable in any way for any Content, including but not limited to any errors or omissions in such Content or any loss or damage of any kind incurred as a result of any use of Content posted, transmitted or otherwise made available via the TRIBE Platform.
137. The TRIBE Group shall not be liable to Creators for damages of any kind arising out of the Creator’s use of the TRIBE Platform, except to the extent set out in paragraphs 139 to 141 or otherwise required by Law.
140. Whilst TRIBE endeavours to take all reasonable steps to ensure that the TRIBE Platform operates as expected, the TRIBE Platform and its entire contents are provided on an “as is” and “as available” basis without any warranties of any kind, either expressed or implied, to the fullest extent permissible pursuant to applicable law, including, without limitation, any implied warranties of merchantability, satisfactory quality, non-infringement or fitness for a particular purpose. TRIBE does not make any guarantees and does not provide any undertaking that the TRIBE Platform will be available at all times or that it will be error free, reliable or secure or free from viruses or other harmful components or that any defects will be corrected. You agree that you use the TRIBE Platform at your own risk and that TRIBE disclaims any and all responsibility for any damage or loss that you may suffer or incur as a result of using the TRIBE Platform, whether they are direct, indirect, punitive or consequential (including but not limited to loss of profits, loss of business revenue or loss of goodwill). This includes any loss that results from any interference, malfunction, delays, failures or damage that occurs to your device or that results from accessing, installing, updating or using the TRIBE Platform. You assume total responsibility for your use of the TRIBE Platform, including compliance with all applicable road rules and regulations. Subject to the Consumer Guarantees, your sole remedy against TRIBE for dissatisfaction with the TRIBE Platform or any content is to stop using the TRIBE Platform or such Content. This limitation of relief is a part of the bargain between the parties.
(a) “Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth);
(b) “Consumer” has the same meaning as given in section 3 of the Australian Consumer Law;
(c) “Consumer Goods” means 'goods of a kind ordinarily acquired for personal, household or domestic use or consumption', as that expression is used in section 3 of the Australian Consumer Law;
(e) “Consumer Services” means 'services of a kind ordinarily acquired for personal, household or domestic use or consumption', as that expression is used in section 3 of the Australian Consumer Law;
(f) “Express Warranty” has the same meaning as given in section 2(1) of the Australian Consumer Law;
(g) “Fair or Reasonable” means 'fair or reasonable' for the purposes of section 64A of the Australian Consumer Law.
145. If the TRIBE Platform is not capable of running as planned for any reason beyond the reasonable control of TRIBE, including because of war, terrorism, state of emergency or disaster (including natural disaster), infection by computer virus, bugs, tampering, unauthorised intervention, technical failures or any which corrupt or affect the administration, security, fairness, integrity or proper conduct of the TRIBE Platform, or if any social media platform alters its terms of service, access or permission in such a way that affects the TRIBE Platform, TRIBE reserves the right, in its absolute discretion, to cancel, terminate, modify or suspend the TRIBE Platform.
152. TRIBE may, in its discretion, give any approval or consent under these conditionally or unconditionally, or withhold that approval or consent.
CONTACT AND HELP DETAILS
154. You may contact TRIBE via:
Mail (Australia): TRIBE, Lvl 4 180 Albert Rd, South Melbourne, VIC 3205
Mail (UK): TRIBE c/o We Work, 138 Holborn, London EC1N 2SW
Mail (US): TRIBE c/o Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801
Telephone (US): +1 888 991 2815
“Account” means a Brand Account or a Creator Account.
“Application” means the TRIBE Influencer App available for download via https://www.apple.com/itunes/.
“ASA” means the UK’s Advertising Standards Authority.
“Brand” means any person or entity that uses the TRIBE Platform for the purpose of creating Campaigns (including through its duly authorised agents or representatives).
“Brand Account” means an account to use the Campaign Builder as defined in paragraph 54.
“Brand Fee” means the stated fee payable by a Brand to TRIBE in respect of an approved Post plus any applicable GST, VAT or Federal Withholding or Sales Tax.
“Campaign” means an Influencer Marketing Campaign or a Content Only Campaign.
“Campaign Budget” means the sum of money a Brand nominates as the sum it is willing to spend during a Campaign.
“Campaign Builder” means the desktop platform for Brands to create Campaigns to be featured on the Application and available at http://brand.tribegroup.co/.
“CAP Code” means the Committee of Advertising Practice Code, which is regulated by the ASA in the UK.
“Channels” means the social media channels of a Creator, such as Twitter, Facebook or Instagram.
“CMA” means the Competitions and Markets Authority in the UK.
“Community” means a Creator’s social media following on their Channels.
“Content” means a Post, Paid Content, or any other content or materials uploaded to the TRIBE Platform by a Brand or a Creator (but excludes any Third Party Material included in a Post or Paid Content that is expressly disclosed to TRIBE and the Brand).
“Content Only Brief” means a brief issued using the Campaign Builder seeking content as part of a Content Only Campaign.
“Content Only Campaign”means a campaign created by a Brand using the Campaign Builder to be opened to Creators via the Application for the purpose of sourcing Paid Content to be used by the Brand directly in accordance with a Rights Licence, without the Creator posting the Paid Content to their Channels.
“Creator” means a social media influencer, or a content creator who registers to use the Application to create and distribute Posts and/or to create Paid Content, and receive compensation for such Posts and Paid Content through the TRIBE Platform.
“Creator Account” means an account to use the Application as defined in paragraph 7.
“Creator’s Identity” means the name, image, likeness, character and online persona of the Creator.
“House Rules” means the code of practice and conduct that must be adhered to by Creators and Brands, as published by TRIBE from time to time.
“Influencer Marketing Campaign” means a campaign created by a Brand using the Campaign Builder to be opened to Creators via the Application for the purpose of finding appropriate Creators to publish Posts about the Brand.
“Intellectual Property Rights” means all present or future intellectual property rights of whatever nature anywhere in the world including, but not limited to, rights in respect of or in connection with copyright, inventions (including patents), trade marks, service marks, trade names, domain names, designs, any rights in silicon chip topography, Confidential Information and Know-How and similar industrial, commercial and intellectual property rights, whether or not registered or registrable, and includes the right to apply for the registration of such rights, and whether existing in Australia or otherwise.
“Laws” means all applicable laws, codes of practice and guidance, including in relation to influencer marketing, including (in the UK) the Consumer Protection from Unfair Trading Regulations 2008 and the CAP Code, as well as any applicable guidance issued by the ASA, CAP, CMA, and/or Federal Trade Commission’s Guides Concerning Endorsements and Testimonials in Advertising from time to time.
“Media Agency” means an authorised third party organisation acting on behalf of a Brand or Brands, including public relations, media, creative, design and digital agencies.
“Moral Rights” means moral rights within the meaning of Part IX of the Copyright Act 1968 (Cth), including moral rights conferred on authors and performers, and any analogous rights arising under statute or otherwise, anywhere in the world, and whether now in existence or arising in the future.
“Paid Content” means content created by a Creator in response to a Content Only Brief.
“Paid Content Fee” means the fixed fee as stated on the TRIBE Platform to be paid to a Creator for Paid Content submitted to a Content Only Campaign and selected by the Brand.
“Post” means a social media post created by a Creator to be shared with the Creator’s Community via the Creator’s Channels.
“Post Fee” means the fee a Creator nominates as the amount it will charge a Brand to share a Post with the Creator’s Community via the nominated Channel.
“Rights Fee” means the fixed fee as stated on the TRIBE Platform payable by a Brand to TRIBE for a Rights Licence in respect of approved Paid Content plus any applicable GST, VAT, or Federal Withholding or Sales Tax.
“Rights Licence” means a licence from TRIBE to a Brand for particular Paid Content on the terms and conditions stated on the TRIBE Platform and selected by the Brand, including in any specific content licence agreement.
“Third Party Material“ means any material included in a Post or Paid Content where any rights (including Intellectual Property Rights) in that Material are owned by or licensed from a third party, including material in relation to which there may be stated, inherent or industry practice-based use limitations as a result of the rights of third parties including, without limitation, rights in music, rights of personality, talent rights and similar.
“TRIBE” means (a) if you are domiciled in the Southern Hemisphere, TRIBE Digital Pty Ltd (Australia); (b) if you are domiciled in the Northern Hemisphere (except for the United States, its territories and possessions), TRIBE Group Digital Limited (UK); or (c) if you are domiciled in the United States, its territories or possessions, TRIBE LLC.
“TRIBE Group” means TRIBE and its related bodies corporate and affiliates.
“TRIBE Materials” means the TRIBE Platform and any associated materials owned, developed or licensed by TRIBE and made available via the TRIBE Platform.
“TRIBE Platform” means the Application, the Campaign Builder, other elements of the platform available through the Website (including data, statistics, analytics, Creator vetting, reporting and benchmarking, information, tools, databases, documentation, system and network interfaces, internal network, cloud and disk storage, software applications, operating systems, engines, and internal communications), and any associated TRIBE Group properties or websites.
“TRIBE Services” means services that TRIBE agrees to provide to a Brand in addition to providing access to the TRIBE Platform and the services provided through it, including through any subscription agreement between TRIBE and the Brand or any quotation or proposal submitted by TRIBE and accepted by the Brand (including services relating to the development of Campaigns and associated briefs, identification and vetting of Creators to participate in Campaigns, review and moderation of Posts or Paid Content submitted by Creators, evaluation of Campaigns and Campaign impact, other benchmarking and reporting, and other support services).
“VAT” means value added tax chargeable under the Value Added Tax Act 1994 (UK).
“Website” means the TRIBE Group's website at www.tribegroup.co/.