Brand Terms and Conditions

1. Introduction

These Brands Terms and Conditions (these "Terms"), together with any campaign orders, statements of work, or in-platform campaign confirmations agreed through the Services (collectively, the "Agreement"), are entered into by and between Influency (the "Company," "we," "us," or "our") and the entity or individual registering on the platform or creating a campaign (the "Brand").

These Terms govern the Brand's access to and use of Influency's platform and services for discovering creators, launching campaigns, and managing creator collaborations.

2. Campaign Order

2.1 Campaign Orders

From time to time, Influency and the Brand may agree to specific campaign terms through a campaign order, statement of work, insertion order, or an in-platform confirmation (each, a "Campaign Order"). Each Campaign Order may include, as applicable:

• campaign details and objectives;
• creator selection criteria and/or target audience;
• deliverables, formats, and content requirements;
• campaign timeline and key dates;
• the creator compensation and payment terms (if facilitated through the platform);
• Influency's commission and any applicable fees;
• brand approvals and review requirements (if any); and
• any other campaign-specific terms.

2.2 Effective Date and Modifications

A Campaign Order becomes effective only upon the Brand's acceptance through the Influency platform, using the applicable in-app confirmation or workflow provided within the Services.

Any modification to a Campaign Order must be confirmed through the Services. Continued participation in the campaign after a modification is made available through the Services constitutes acceptance of the updated terms.

3. Fees, Commission, and Payment

3.1 Influency Fees and Commission

The Brand agrees to pay Influency the applicable commission and fees as specified in the relevant Campaign Order or as displayed through the Services.

Unless expressly stated otherwise, Influency does not set creator compensation and does not guarantee campaign outcomes or performance.

3.2 Creator Compensation

Creator compensation, if applicable, is determined between the Brand and the Creator and may be facilitated through the Services in accordance with the applicable Campaign Order.

Influency does not employ Creators and is not responsible for the payment of Creators unless explicitly stated in the Campaign Order.

3.3 Payments and Non-Refundability

All fees and commissions paid to Influency are non-refundable, except as required by applicable law or expressly agreed in writing.

4. Content and Deliverables

4.1 Content Requirements and Compliance

The Brand is responsible for providing accurate briefs, guidelines, and instructions for campaigns. All content created by Creators must comply with applicable laws, advertising regulations, and disclosure requirements.

4.2 Content Review and Approval

Where specified in a Campaign Order, content may be subject to review and approval by the Brand prior to publication. Influency may provide tools to facilitate content review workflows but does not independently approve or guarantee the compliance of Creator content.

4.3 Content Ownership and Usage Rights

Creators retain ownership of their content. Usage rights granted to the Brand are governed by the applicable Campaign Order and any separate agreement between the Brand and the Creator.

Influency's rights to use Creator content are governed by the applicable Creator Terms.

5. Termination

5.1 Termination

Either party may terminate this Agreement in the event of a material breach by the other party.

Influency reserves the right to suspend or terminate a Brand's access to the Services, in whole or in part, immediately where reasonably necessary to:

• protect the integrity of the platform;
• address non-payment, misuse, or abuse of the Services;
• prevent unlawful, misleading, or harmful activity; or
• comply with applicable laws or regulatory requirements.

5.2 Effect of Termination

Upon termination, the Brand's access to the Services will cease. Any obligations relating to active or completed campaigns, including payment obligations and commissions due to Influency, shall survive termination and be handled in accordance with the applicable Campaign Orders.

6. Confidentiality

The Brand agrees to keep confidential any non-public, proprietary, or sensitive information obtained through the Services, including campaign details, creator information, pricing, and platform data, except where disclosure is required by law or expressly permitted by Influency.

This obligation survives termination of the Agreement.

7. Representations and Warranties

7.1 Mutual Representations

Each party represents and warrants that:

• it is duly organized and validly existing under the laws of its jurisdiction;
• it has the legal authority to enter into and perform its obligations under this Agreement; and
• its performance under this Agreement does not violate any applicable law or binding obligation.

7.2 Brand Representations

The Brand further represents and warrants that:

• all information provided in connection with campaigns is accurate, complete, and not misleading;
• it will comply with all applicable advertising, consumer protection, and data protection laws;
• it has all necessary rights, licenses, and approvals to run campaigns and provide materials through the Services; and
• it will not use the Services for unlawful, deceptive, or fraudulent purposes.

8. Limitation of Liability

8.1 Exclusion of Certain Damages

To the maximum extent permitted by applicable law, Influency shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, goodwill, or business opportunities, arising out of or relating to:

• the Brand's use of or inability to use the Services;
• any conduct or content of Creators or other third parties;
• any content, materials, or information made available through the Services; or
• unauthorized access to or alteration of data transmitted through the Services.

8.2 Limitation of Liability

To the extent permitted by applicable law, Influency's total liability for any claim arising out of or relating to these Terms, the Services, or any Campaign Order shall not exceed the total commissions earned by Influency from the specific campaign giving rise to the claim.

8.3 Basis of the Agreement

The Brand acknowledges that the limitations of liability set forth in this Section are a fundamental basis of the commercial arrangement between the parties.

9. Indemnification

9.1 Brand Indemnification

The Brand agrees to indemnify, defend, and hold harmless Influency, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising out of or relating to:

• the Brand's breach of these Terms or any Campaign Order;
• the Brand's violation of applicable laws, regulations, or third-party rights;
• any materials, instructions, content, or information provided by the Brand; or
• any activities conducted by the Brand or Creators acting on the Brand's behalf through the Services.

9.2 Indemnification Procedure

Influency will notify the Brand of any claim for which indemnification is sought where reasonably practicable. The Brand may participate in the defense of such claim, provided that no settlement admitting fault or liability on behalf of Influency may be entered into without Influency's prior written consent.

10. Governing Law

These Terms are governed by the laws of the United Arab Emirates, with disputes subject to Meydan Free Zone Courts.

11. Miscellaneous

11.1 Entire Agreement

These Terms constitute the entire agreement between Influency and the Brand regarding the Services and supersede all prior or contemporaneous agreements, communications, or understandings.

11.2 Amendments

Influency may update these Terms from time to time. Continued use of the Services after updated Terms are made available constitutes acceptance of the revised Terms.

11.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11.4 Waiver

Failure by Influency to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

11.5 Assignment

The Brand may not assign or transfer its rights or obligations under these Terms without Influency's prior written consent. Influency may assign these Terms freely as part of a merger, acquisition, restructuring, or sale of assets.

12. Contact Information

For inquiries regarding these Terms, please contact: