INFLUENCER FAQ

How much will I get paid?

Payment depends on many factors including: the social media platform, your follower size, your engagement rate, your audience demographic, the advertiser’s request. We aim to offer the best prices in the industry, and manage to do so by minimizing our commission.

How do I get paid?

We can pay via PayPal or via bank wire. Unless otherwise agreed upon.

Does GRAMLUX have exclusive contracts?

No. We believe that influencers should own their accounts. For influencers signed in an exclusive contract, we work with their agency/MCN.

GRAMLUX and the client specified in the attached Term Sheet (“Client”) believe in following industry best practices, including full, fair and effective disclosures of material facts relating to your relationship with Client in accordance with the Federal Trade Commission’s Guides Concerning Endorsements and Testimonials in Advertising (“FTC Guides”). As such, we require that all bloggers, influencers and similar persons (“Influencer” or “You”) adhere to the guidelines set forth below (the “Guidelines”) and in GRAMLUX Influencer Terms and Conditions (the “Terms”) when blogging, tweeting or otherwise publishing content about Client or Client’s products or services.

Respect Intellectual Property Rights – Intellectual Property is the group of legal rights to works that people create or invent. Intellectual property rights typically include copyright, trademark, and trade secret rights, as well as the right to use someone’s name, likeness, image, or voice. Examples include photographs, videos, music (including song lyrics), trademarks/logos (e.g. Nike), brand names or brand packaging (e.g. Coca-Cola, McDonald’s), personal names/likenesses (including celebrities’ names/likenesses), quotes and writings. You should never post or share any content including these elements without obtaining written permission to do so from the third party who owns the rights, as this would constitute a violation or infringement of their intellectual property.

This Means:

a. You should not post or share any works that You do not own or have a proper license to use or have not been authorized by Client for usage.
b. You should get permission from any third parties featured in photos and other content that You post – for example, a signed release, waiver, or other form of written permission from those third parties – even if You took the photo yourself, know the individuals involved and/or obtained verbal consent.
c. If You are unsure about a work, particularly in instances where a work includes a third-party’s trademark/logo (e.g. a Coke can or Louis Vuitton bag), or music, film or television clips, or a celebrity’s name, photo or image, You should check with Client before using the work. A good rule of thumb is, if in doubt, do not post it.

Disclose Your Connection to Client – As set forth in the Terms, when blogging or posted about Client or Client’s products or services, You must clearly disclose your “material connections” with Client, (i.e. the fact that your post is “sponsored by Client”) and include any hashtags requested by GRAMLUXor Client (such as #ad or #sponsored). “Material connections” may be defined as any connection between an Influencer and a marketer that could affect the credibility consumers give to that Influencer’s statements. Important examples of “material connections” include consideration (i.e., benefits or incentives such as monetary compensation, loaner products, free products or services, in-kind gifts, or special access privileges) provided by a marketer to a You. Note that while GRAMLUX  and/or Client may provide recommendations and options for disclosures, neither GRAMLUX nor Client will be responsible for any failure by You to comply with the FTC Guides or any failure by You to obtain all third party clearances and permissions with respect to content You post.

Maintain Clear and Prominent Disclosure – The above disclosure should be made in close proximity to any statements that You make about Client or Client’s products. This disclosure should be clear and prominent enough for consumers to view it when they are reading your posts. This means that the disclosure should not be buried behind links or in terms and conditions (or in similar documents). In addition, the consumer should not be required to click on, scroll down or mouse over a link in order to view the disclosure. Please note that this disclosure is required regardless of any space limitations of the medium (e.g., Twitter), where the disclosure can be made via hashtags, such as #sponsored, #paid or #ad (preferably at the beginning of the tweet).

Give Your Honest and Truthful Opinions – Your statements should always reflect your honest and truthful opinions and actual experiences. If a statement is not your opinion, but rather something that Client has asked You to say, this fact should be made clear to readers.

Only Make Factual Statements That Are Truthful and Can Be Verified – Only make a factual statement about Client or Client’s product/service’s characteristics or quality which You know for certain is true and can be verified. For example, do not make statements about the performance of a product unless You have support for such claims. Remember that even if You do not expressly state a fact, it may be implied, and these Guidelines apply to both express and implied messages.

Do Not Send E-mail Messages on Client’s Behalf Unless Expressly Requested To Do So – Unless expressly requested to do so by Client, You are not permitted to send any e-mails on Client’s behalf, nor will Client provide You any compensation if You send any emails on its behalf.

Comply with other policies and laws – You should comply with the terms, conditions, guidelines and policies of any service that You use and all applicable laws. For instance, if a service says it may not be used for commercial purposes, then You should not promote Client or Client’s products or services on such a site.

Protect Your Personal Information – Protect your privacy by keeping in mind that your posts are public. Don’t share personal or sensitive information about You or your family that You may not want to make available to the public.

Respect Others’ Privacy – Do not include personal information about any third party that has not been voluntarily made available by them for You to share in your posts. This includes any information that may make it possible for someone to reasonably identify another person.

These Influencer Terms and Conditions (the “Terms”) are entered into by and between GRAMLUX, on behalf of its client named on the term sheet (“Term Sheet”) signed by the parties (“Client”), and the individual specified in the applicable Term Sheet executed by the parties (“Influencer”), with regard to Influencer’s performance of spokesperson, influencer, public relations, and social media services for Client effective as of the date of the Term Sheet (the “Effective Date”).

1) Engagement.

In exchange for certain compensation, products and/or experiences, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, GRAMLUX engages Influencer to perform, and Influencer agrees to perform, the services specified on one or more Term Sheets entered into by Influencer and GRAMLUX (the “Services”) for the fees and compensation set forth in the Term Sheet. Except as otherwise expressly provided herein, Influencer will perform the Services at its own expense and using its own resources and equipment.

2) Intellectual Property Rights

(a)Work Product. Influencer shall perform the Services and develop any work product hereunder for GRAMLUX as a “work made for hire” according to U.S. Copyright law, and such work product, including all copyrights, trademarks and other intellectual property rights embodied therein (collectively, the “Work Product”) shall be owned exclusively by GRAMLUX. In the event any portion of the Work Product is not considered “work made for hire” or as otherwise necessary to ensure full ownership of the Work Product by GRAMLUX, Influencer hereby assigns to GRAMLUX all right, title, and interest in and to such Work Product. Influencer will sign any additional documents that may be reasonably necessary to effect such assignment.

(b) Intellectual Property Rights. No license or other right of any kind is granted by GRAMLUX or Client to Influencer, except as expressly provided in these Terms. Influencer shall not use GRAMLUX or Client’s copyrights, trademarks, trade names, or other intellectual property in any way except to the limited extent as may be expressly agreed in the Term Sheet.

(c) Influencer’s Content and Attributes. For the Services which Influencer is providing under these Terms and without limiting GRAMLUX ownership of the Work Product as specified above, Influencer gives GRAMLUX and Client the irrevocable, sublicenseable, worldwide right and permission to use any Work Product or other video, photo, written or verbal content Influencer shares or provides related to the Services (collectively, “Client-Related Content”) in any manner, in whole or in part, and for any purpose in any and in any and all media, including and without limitation, on GRAMLUXand/or Client owned or controlled websites and platforms, social media, any advertising materials, publications, marketing materials, and/or presentations, and in any and all other media, in perpetuity. Any statements, posts and/or feedback that Influencer provides may be paraphrased, amplified, shortened and/or put into conversational form. Influencer further agrees that GRAMLUX and/or Client may contact (including by means of messages on public social media platforms)

Influencer about any Client-Related Content. 
Influencer acknowledges that participation in the Services means GRAMLUX and Client can use Influencer’s Client-Related Content and include Influencer’s name/likeness/social media handle or channel/blog name and any other Influencer attributes in any manner that GRAMLUX and/or Client determine supports the purposes of these Terms, including use in any media that accepts advertising or promotional content or communications (such as, but not limited to, digital, print, television or radio).

Influencer agrees that Influencer will not hold GRAMLUX or Client, or their respective licensees, responsible for any liability resulting from their use of Influencer’s Client-Related Content in accordance with the terms hereof. GRAMLUX and Client shall not be liable for any indirect, consequential, exemplary damages (including but not limited to lost profits) and the combined, aggregate liability of GRAMLUX and Client hereunder shall not exceed the fees payable to Influencer under the Term Sheet.

3) Representations and Warranties; Indemnity.

(a)Influencer represents and warrants that: (i) Influencer has the right to assign the Work Product to GRAMLUX as set forth in Section 2; (ii) the Work Product and other Client-Related Content will be original and will not infringe upon any copyright, patent, trademark, right of publicity or privacy, or any other proprietary or other right of any person, whether contractual, statutory or common law; (iii) the Services rendered by Influencer shall be promptly rendered with due care and shall be of first rate quality; (iv) Influencer shall not, during the term of these Terms, render any services of any kind directly or indirectly for any company competitive with GRAMLUX or Client or conduct or participate in any program, promotion or other project that would detract from the Services Influencer is providing hereunder; (v) Influencer will not commit any act which brings GRAMLUX or Client into public disrepute, contempt, scandal, or ridicule, or which insults or offends the general community to which GRAMLUX advertising materials are directed, or which might tend to harm GRAMLUX or any of GRAMLUX or Client’s products or services including, without limitation, disparaging GRAMLUX , Client, their products or services, or their competitors; (vi) Influencer’s statements, posts and feedback are true and accurately reflect Influencer’s honest opinion and experience with GRAMLUX , Client, and their competitors’ products and/or services to the extent applicable, (vii) Influencer agrees that time is of the essence in connection with these Terms and all deadlines provided by GRAMLUX , and (vii) Influencer will comply with all applicable federal, state and local laws, regulations, administrative guidelines, orders and ordinances, including without limitation, all privacy and data security laws and the terms and conditions of all applicable third party web sites, platforms or applications, including by making disclosures in accordance with the FTC Guides as further detailed in 3(b) below, in rendering the Services herein.

Further, GRAMLUX and its licensors retain all ownership rights in their proprietary platforms, software, websites and technology, including any updates, enhancements, modifications thereto or any back-end technology associated therewith (“GRAMLUX Platforms”). Influencer agrees not to: (i) copy, rent, lease, sell, distribute, or create derivative works based on the GRAMLUX Platforms in whole or in part, by any means, except as expressly authorized in writing by GRAMLUX ; (ii) use any GRAMLUX trademarks without prior written permission; (iii) use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” to send messages to the GRAMLUX Platforms or systems; (ii) use the GRAMLUX Platforms in any manner that damages, disables, overburdens, or impairs any of GRAMLUX websites or interferes with any other party’s use of the GRAMLUX Platforms; (iii) attempt to gain unauthorized access (or exceed any authorized access) to GRAMLUX Platforms; (iv) access the GRAMLUX Platforms other than through the GRAMLUX interface; or (v) use the GRAMLUX Platforms for any purpose or in any manner that is unlawful or prohibited by these Terms. GRAMLUX hereby grants Influencer a limited, non-exclusive, non-transferable license to access and use the GRAMLUX Platforms solely as necessary in connection with the provision of Services hereunder.

EXCEPT AS OTHERWISE SET FORTH HEREIN, TO THE EXTENT PERMITTED BY LAW, THE GRAMLUX PLATFORMS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. EXCEPT AS OTHERWISE SET FORTH HEREIN, GRAMLUX DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE GRAMLUX PLATFORMS INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

(b) GRAMLUX believes in full transparency and in full, fair and effective disclosures of material facts relating to Influencers’ relationship with GRAMLUX . Because Influencer has a relationship with GRAMLUX as a Influencer, in accordance with FTC Endorsement and Testimonial Guidelines (“FTC Guides”), Influencer will include a disclaimer with all Client-Related Content Influencer shares publically stating that Influencer has a material connection to the Client and was compensated or otherwise incentivized to post the Client-Related Content. GRAMLUX and Client reserve the right to specify the form and content of such disclaimers. Notwithstanding the termination provisions set forth in Section 7, GRAMLUX reserves the right to immediately terminate these Terms if Influencer fails to make social media or other disclosures in the manner set forth in the FTC Guides and/or as instructed by GRAMLUX , which failure shall be deemed a material breach of the Terms that is not capable of cure. 
GRAMLUX and Client shall have the right to inspect and/or approve the topics and content of blogs and/or social media posts and other Client-Related Content prior to posting by Influencer and to request revisions if such materials are not approved, such request to be made to Influencer within two (2) business days of Influencer’s submission of such materials. Influencer agrees to submit revised materials within two (2) day(s) of receiving a request for revision from GRAMLUX .

(c) Influencer agrees to defend, indemnify and hold harmless GRAMLUX , Client and their respective officers, directors, employees, business partners and agents, from and against any and all third party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Influencer’s breach of any of its representations and/or warranties hereunder, (ii) the authorized use of the Work Product and other Client-Related Content or exercise of the rights granted hereunder, (iii) Influencer’s use of third party products or content in performing the Services; and (iv) Influencer’s negligence or willful misconduct.

(d) Influencer hereby agrees, for herself, her heirs, executors and administrators, to release, waive, discharge, absolve, agree to hold harmless, and covenants not to sue, GRAMLUX , Client and their respective agents, employees, officers, directors, successors and assigns (collectively, “Released Parties”), from and/or in relation to any and all liability, loss, harm, damage, injury, cost or expense whatsoever which Influencer, his/her heirs, executors, administrators and assigns had, now have or hereafter may have, by reason of any matter connected in any way with the Released Parties’ exercise of their express or implied rights hereunder, including but not limited to the right to use Influencer’s name, voice or likeness, it being understood that the Release Parties shall be free to use Influencer’s name, voice and likeness in any manner in connection with the Client-Related Content or otherwise in support of the purposes of these Terms.

(e) Influencer warrants that Influencer is at least 18 years of age, will adhere to FTC Guides and has the right to contract in Influencer’s own name.

4) Relationship of Parties.

Influencer’s relationship with GRAMLUX is that of an independent contractor, and nothing in these Terms is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. Influencer will not be entitled to any of the benefits that GRAMLUX may make available to its employees. Influencer is not authorized to make any representation, contract, or commitment on behalf of GRAMLUX or Client unless specifically requested or authorized in writing to do so by an authorized officer of GRAMLUX or Client, as applicable, or both. Influencer is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of the Services and receipt of fees under these Terms and will hold GRAMLUX and Client harmless from and against any tax liability associated with fees hereunder. No part of Influencer’s compensation will be subject to withholding by GRAMLUX for the payment of any social security, federal, state, or any other employee payroll taxes.

5) Confidential Information.

Unless authorized by GRAMLUX , Influencer agrees to hold all Confidential Information in strict confidence, not to disclose Confidential Information to any third parties, and to use Confidential Information solely for the purpose of fulfilling its obligations under these Terms. “Confidential Information” shall mean all information, excluding information available from the public domain, disclosed by GRAMLUX or Client to Influencer related to these Terms or the current, future, and proposed business, products, and services of GRAMLUX or Client.

6) No Conflict of Interest/Non-Circumvent.

Influencer is not subject to, and will not accept, and within the 12 months prior to the Effective Date has not performed, any obligation that is inconsistent or incompatible with Influencer’s obligations under these Terms, including any obligation to perform services for any company whose goods and services compete with those of the Client. Further, Influencer acknowledges and agrees that GRAMLUX relationships with its customers, including Client and other brands, agencies and entities that use GRAMLUX services (“Customers”) are of great value to GRAMLUX . Accordingly, Influencer agrees that during the term of this Agreement and for one (1) year thereafter, Influencer will not directly or indirectly solicit or engage any Customer to purchase services similar to those provided by GRAMLUX , other than through GRAMLUX .

7) Term and Termination

(a) Term.The initial term of these Terms shall commence on the Effective Date and continue in full force and effect until terminated as set forth herein or until completion of all Services specified in the Term Sheet, whichever is sooner.

(b) Termination.GRAMLUX may terminate these Terms and/or the Services under any Term Sheet: (i) immediately in the event of a material breach by Influencer or (ii) for convenience at any time. Influencer must return any materials supplied under these Terms upon termination.(c) Survival. The rights and obligations contained in Sections 2 (“Intellectual Property Rights”), 3 (“Representations and Warranties”), 5 (“Confidential Information”), 7(c) (“Survival”), and 8 (“Miscellaneous”) will survive any termination or expiration of these Terms.

8) Miscellaneous

Influencer will not be entitled to, and hereby waives any right to seek, injunctive relief to enforce the provisions of these Terms, and Influencer’s sole remedy for any breach by GRAMLUX shall be to recover monetary damages, if any, subject to the terms and conditions herein.

Influencer may not subcontract or otherwise delegate Influencer’s obligations under these Terms without GRAMLUX prior written consent. Subject to the foregoing, these Terms shall benefit and bind the parties’ successors and permitted assigns. These Terms shall be governed in all respects by the laws of the State of New York and Influencer agrees that unless otherwise indicated by GRAMLUX any action arising from or relating to these Terms shall be brought exclusively in a state or federal court located in New York, New York. Should any provisions of these Terms be held by a court of law to be illegal, invalid, or unenforceable, the legality, validity and enforceability of the remaining provisions of these Terms shall not be affected or impaired thereby.The waiver by either party of a breach of any provision of these Terms by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the other party. These Terms (including the applicable Term Sheet) constitute the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. These Terms may only be changed by mutual agreement of authorized representatives of the parties in writing.

GRAMLUX and the client specified in the attached Term Sheet (“Client”) believe in following industry best practices, including full, fair and effective disclosures of material facts relating to your relationship with Client in accordance with the Federal Trade Commission’s Guides Concerning Endorsements and Testimonials in Advertising (“FTC Guides”).  As such, we require that all bloggers, influencers and similar persons (“Influencer” or “You”) adhere to the guidelines set forth below (the “Guidelines”) and in GRAMLUX Influencer Terms and Conditions (the “Terms”) when blogging, tweeting or otherwise publishing content about Client or Client’s products or services.

Respect Intellectual Property Rights

Intellectual Property is the group of legal rights to works that people create or invent. Intellectual property rights typically include copyright, trademark, and trade secret rights, as well as the right to use someone’s name, likeness, image, or voice.  Examples include photographs, videos, music (including song lyrics), trademarks/logos (e.g. Nike), brand names or brand packaging (e.g. Coca-Cola, McDonald’s), personal names/likenesses (including celebrities’ names/likenesses), quotes and writings.  You should never post or share any content including these elements without obtaining written permission to do so from the third party who owns the rights, as this would constitute a violation or infringement of their intellectual property.

This Means:

a. You should not post or share any works that You do not own or have a proper license to use or have not been authorized by Client for usage.

b. You should get permission from any third parties featured in photos and other content that You post – for example, a signed release, waiver, or other form of written permission from those third parties – even if You took the photo yourself, know the individuals involved and/or obtained verbal consent.

c. If You are unsure about a work, particularly in instances where a work includes a third-party’s trademark/logo (e.g. a Coke can or Louis Vuitton bag), or music, film or television clips, or a celebrity’s name, photo or image, You should check with Client before using the work.  A good rule of thumb is, if in doubt, do not post it.

Disclose Your Connection to Client

As set forth in the Terms, when blogging or posted about Client or Client’s products or services, You must clearly disclose your “material connections” with Client, (i.e. the fact that your post is “sponsored by Client”) and include any hashtags requested by GRAMLUX or Client (such as #ad or #sponsored). “Material connections” may be defined as any connection between an Influencer and a marketer that could affect the credibility consumers give to that Influencer’s statements. Important examples of “material connections” include consideration (i.e., benefits or incentives such as monetary compensation, loaner products, free products or services, in-kind gifts, or special access privileges) provided by a marketer to a You.  Note that while GRAMLUX and/or Client may provide recommendations and options for disclosures, neither GRAMLUX nor Client will be responsible for any failure by You to comply with the FTC Guides or any failure by You to obtain all third party clearances and permissions with respect to content You post.

Maintain Clear and Prominent Disclosure

The above disclosure should be made in close proximity to any statements that You make about Client or Client’s products.  This disclosure should be clear and prominent enough for consumers to view it when they are reading your posts.  This means that the disclosure should not be buried behind links or in terms and conditions (or in similar documents).  In addition, the consumer should not be required to click on, scroll down or mouse over a link in order to view the disclosure.  Please note that this disclosure is required regardless of any space limitations of the medium (e.g., Twitter), where the disclosure can be made via hashtags, such as #sponsored, #paid or #ad (preferably at the beginning of the tweet).

Give Your Honest and Truthful Opinions

Your statements should always reflect your honest and truthful opinions and actual experiences.  If a statement is not your opinion, but rather something that Client has asked You to say, this fact should be made clear to readers.

Only Make Factual Statements That Are Truthful and Can Be Verified

Only make a factual statement about Client or Client’s product/service’s characteristics or quality which You know for certain is true and can be verified.  For example, do not make statements about the performance of a product unless You have support for such claims.  Remember that even if You do not expressly state a fact, it may be implied, and these Guidelines apply to both express and implied messages.

Do Not Send E-mail Messages on Client’s Behalf Unless Expressly Requested To Do So –

Unless expressly requested to do so by Client, You are not permitted to send any e-mails on Client’s behalf, nor will Client provide You any compensation if You send any emails on its behalf.

Comply with other policies and laws

You should comply with the terms, conditions, guidelines and policies of any service that You use and all applicable laws.  For instance, if a service says it may not be used for commercial purposes, then You should not promote Client or Client’s products or services on such a site.

Protect Your Personal Information

Protect your privacy by keeping in mind that your posts are public. Don’t share personal or sensitive information about You or your family that You may not want to make available to the public.

Respect Others’ Privacy

Do not include personal information about any third party that has not been voluntarily made available by them for You to share in your posts. This includes any information that may make it possible for someone to reasonably identify another person.

 

 

 

Terms of Use for Brands/Agencies

The following terms of use (the "Terms of Use") govern your access to and use of (1) the Gramlux website located at http://www.Gramlux.com (the "Website"), (2) the Gramlux online platform facilitating the matching of persons offering to create promotional online media content (each, an "Creator") and Brands, and (3) all other services provided by Gramlux , as described on the Website (collectively, the "Platform"). These Terms of Use form an agreement between Gramlux  Inc. ("Gramlux ", "us", "we", "our") and you. The term "you" refers to the person or entity visiting the Platform, browsing or otherwise using the Platform, or communicating with individuals or representatives of talent (each, a "Creator") for the purpose of creating promotional online media content for your products or services (each, a "Campaign"). By accessing and using (the term "use" when used herein in respect of the Platform shall mean access or use, and using shall have a corresponding meaning) the Platform, you accept and agree to be bound by and comply with these Terms of Use. If you do not accept and agree to be bound by these Terms of Use, please do not access or use the Platform. If you are accessing or using the Platform on behalf of another person or a corporate entity, you represent and warrant that you have the authority to bind such person or entity to these Terms of Use.

The Platform is provided solely (the "Permitted Use") to: (1) assist you in gathering information about the various types of Campaign opportunities and Creators available on the Platform, including profiles, price ranges, and Campaign descriptions (each, a "Creator Profile"); (2) enable you to post information regarding yourself and to respond to any Campaign opportunities; (3) post reviews of Creators; (4) facilitate communication with Creators with the objective of entering into a Campaign Agreement; and (5) facilitate the transmission of payments from the Creator to you under a Campaign Agreement ("Platform Services").

Changes to these Terms of Use and Platform

Except where prohibited by applicable law, Gramlux reserves the right to change these Terms of Use at any time. Your continued access to or use of the Platform after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.

Gramlux reserves the right to change any information, material or content (including, but not limited to, price, features, availability of Creators, Creator Profiles, types of Campaigns, and reviews of Campaigns and Creators) contained on or provided through the Platform (the "Content") at any time, and from time to time.

Use of the Platform

As a condition of your use of the Platform, you warrant that: (a) you have reached the age of majority in your jurisdiction of residence; (b) you possess the legal authority to create a binding legal obligation; (c) you shall use the Platform in accordance with these Terms of Use; and (d) all information supplied by you on the Platform is true, accurate, current and complete.

Gramlux retains the right, at its sole discretion, to deny access to anyone to the Platform or the services it offers, at any time and for any reason, including, but not limited to, for violation of these Terms of Use. You shall cease and desist from any such access or use immediately upon request by Gramlux.

User Account

You will be required to successfully sign up for a user account (the "User Account") using the available interfaces at the Platform and be issued with a username and password login credentials by Gramlux ("User ID") in order to use the Platform and communicate with Creators through the Platform. If you are issued with a User ID, you shall keep your User ID secure and shall not share your User ID with anyone else, and you shall not collect or harvest any personal data of any other user of Gramlux, including account names. Gramlux reserves the right to disable any User Account issued to you at any time in Gramlux sole discretion. If Gramlux  disables access to a User Account issued to you, you may be prevented from accessing Gramlux, your account details or any Campaigns that are associated with your account.

Campaign Agreements with Creators

The Platform permits you to view the Creator Profiles of Creators who have registered on our Platform and have chosen to allow you to view their Creator Profiles. If a Creator chooses to participate in your Campaign through the Platform, you may separately enter into an agreement with that Creator on such terms and conditions as may be agreed to between you and that Creator ("Campaign Agreement"). For example, the Campaign Agreement may contain (a) a description of the services that will be provided, (b) compensation terms, and (c) any other terms and conditions as communicated between you and the Creator through this Platform or otherwise. You understand that you are making an agreement with the Creator, and not Gramlux , and that Gramlux is not a party to and will be in no way responsible for the performance of either you or the Creator under any Campaign Agreement, except for facilitating the transmission of payment between you and the Creator based on instructions in accordance with these Terms of Use. Gramlux does not make any representations or warranties of any kind in respect of a Creator or a Campaign Agreement. You also agree to act in good faith when negotiating and performing your obligations under each Campaign Agreement.

Furthermore, you are responsible for any payments made as a result of the Campaign Agreement, so long as both parties have satisfied the obligations of the Campaign Agreement. Creators will have the ability to request payments ("Payment Requests") upon successfully completing their obligations under the Campaign Agreement. If you do not dispute such a Payment Request, then you automatically authorize Gramlux to fulfill the payment in the amount requested. Such obligation shall continue even upon termination of services between Gramlux and you, for a period of three (3) months following such termination.

Facilitated Payments Withholding Consent

If Gramlux facilitates the transmission of any payments from the Creator to you in connection with a Campaign Agreement (each, a "Facilitated Payment"), Gramlux may in its sole discretion withhold from any such Facilitated Payment any amounts that are payable to Gramlux by the applicable Creator in connection with that Campaign Agreement. Gramlux is not your trustee or fiduciary in respect of any Facilitated Payments or any Campaign Agreements. Gramlux reserves the right, at its sole discretion, to place a hold on a Facilitated Payment, if Gramlux determines that the funds may be subject to a breach of applicable law (e.g. fraud or money laundering), or if Gramlux is required to cooperate with law enforcement.

Reviews and Comments

By submitting content to the Platform or Gramlux, including any Creator or Campaign reviews, questions, comments, suggestions, ideas or similar information (collectively, "Submissions"), you grant Gramlux and its affiliates, a worldwide, nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised; and (b) use the name that you submit in connection with such Submission. You acknowledge that Gramlux may choose to provide attribution of your Submissions (for example, listing your name and city on a Creator or Campaign review that you submit) at our discretion, and that such submissions may be shared with Creators and others using our Platform. You further grant Gramlux the right to pursue at law any person or entity that violates your or Gramlux rights in the Submissions by a breach of these Terms of Use. You acknowledge and agree that Submissions are non-confidential and non-proprietary.

Gramlux takes no responsibility and assumes no liability for any Submissions posted or submitted by you. Gramlux has no obligation to post your Submissions and reserves the right, in its absolute discretion to determine which Submissions are published on the Platform. If you do not agree to these terms, please do not provide us with any Submissions.

You are fully responsible for the content of your Submissions, specifically including, but not limited to, reviews posted to the Platform. You shall not post or transmit to or from the Platform: (i) any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material or content that would violate rights of publicity and/or privacy, or that would violate any law; (ii) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any good or services); and (iii) any material or content that infringes, misappropriates or violates any copyright, trademark, patent right or other proprietary right of any third party. You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of content to the Platform. You acknowledge that Gramlux may exercise its rights (e.g. use, publish, delete) to use any Submissions without any notice to you.

License Grants

Subject to these Terms of Use, Gramlux grants you a personal, revocable, non-exclusive and non-transferable license during the Term to permit you to access and use the Platform in accordance with these Terms of Use.

Subject to these Terms of Use, you grant to Gramlux a perpetual, transferrable, irrevocable, royalty-free, fully paid-up, worldwide and fully sublicensable license to access, collect, store and use any data, information, records and files that (1) you load, transmit to or enter into the Platform, or (2) we collect from your local computer system or from third-parties with your permission, and (in each case) including all results from processing such data, including compilations, and derivative works thereof solely for the purpose of: (A) providing the Platform Services, (B) complying with applicable law, and (C) Gramlux  reasonable audit and data retention policies.

Ownership

All Content, including (without limitation) all designs, infrastructure graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks displayed on the Platform, are owned or licensed by Gramlux and are protected by copyright, trade-mark and other intellectual property laws.

Gramlux  expressly reserves all rights in the Platform and all materials provided by Gramlux in connection with these Terms of Use that are not specifically granted to you. You acknowledge that all right, title and interest in the Platform, all materials provided by Gramlux in connection with these Terms of Use (including the Content), and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with Gramlux (or third party suppliers, if applicable), and that the Platform and all materials provided by Gramlux hereunder are licensed and not "sold" to you.

All contents of the Gramlux website are: Copyright 2017 Gramlux Inc.

Privacy Policy


Please note that Creators may have additional privacy policies or statements which govern their practices in collecting, storing, using and disclosing your personal information. Please read those additional privacy policies or statements carefully. You hereby represent and warrant to Gramluxthat you have familiarized yourself and agree with those privacy policies or statements imposed by any Creator with whom you elect to deal through the Platform.

No Unlawful or Prohibited Use

You shall not, without Gramlux prior written permission, use the Platform and the Content for purposes other than the Permitted Use. Without limiting the generality of the foregoing, you shall not, and shall not permit anyone else to: (a) "frame", "mirror" or otherwise incorporate the Platform or the Content or any part thereof on any commercial or non-commercial website; (b) access, monitor or copy any part of the Platform or the Content using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission; (c) violate the restrictions in any robot exclusion headers on the Content or the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform; (d) take any action that imposes, or may impose, in Gramlux discretion, an unreasonable or disproportionately large load on the Platform; (e) deep-link to any portion of the Platform for any purpose; (e) remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in any Campaign, the Platform or the Content; (f) modify or attempt to modify (or permit anyone else to modify or attempt to modify) the Platform or any Campaigns, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform or a Campaign (g) use the Platform or any Campaign or Content as part of any service for sharing, lending or multi-person use, or for the purpose of any other institution, except as specifically permitted by an applicable Campaign Agreement and only in the exact manner specified and enabled by therein; (h) attempt to, assist, authorise or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Platform; (i) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform or the Content; (j) create derivative works based on the Platform or the Content, in whole or in part, or to decompile, disassemble, reverse engineer or other exploit any part of the Platform or the Content; (k) use of access the Platform in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party; or (l) upload to or transmit through the Platform any information, images, text, data, media or other content that is offensive, hateful, obscene, defamatory or violates any laws, in each case as determined by Gramlux in its sole discretion.

Clear and Prominent Disclosure in Campaigns of Material Connections Between Brand/Agency and Creator

Campaigns are required to comply with the Federal Trade Commission’s Endorsement Guides . In the event you engage an Creator for a Campaign, you understand and agree that the Creator is required to clearly and conspicuously disclose any material connection between you and the Creator. Material connections include, but are not necessarily limited to anything of value, such as free use of products or services, you provide to an Creator. In general, disclosures should be:

in clear and unambiguous language;
as close as possible to the native ads to which they relate;
in the same medium as the ad, for instance, in the video or in the Twitter post;
in a font and color that’s easy to read;
in a shade that stands out against the background;
for video ads, on the screen long enough to be noticed, read, and understood; and
for audio disclosures, read at a cadence that’s easy for consumers to follow and in words consumers will understand

It is your responsibility to understand and abide by the requirement imposed by the FTC and to ensure that a clear and conspicuous disclosure is made by the Creator each and every time you approve content publication for a Campaign.

If Gramlux  learns of Campaigns you initiate that do not, in our sole discretion, abide by the FTC endorsement disclosure guides, we may require you and the Creator to add appropriate disclosures, and we may require the Creator to suspend the Campaign until such disclosures are added. Repeated failure to include appropriate disclosures in Campaigns you initiate, or the failure to add disclosures upon request by Gramlux , may result in termination of your account.

Third Party Websites

The Platform may provide links to third party websites. Gramlux does not endorse the information contained on those web sites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked web site is not under Gramlux control, and if you choose to access any such web site, you do so entirely at your own risk.

Viruses

The downloading and viewing of Content is done at your own risk. Gramlux cannot and does not guarantee or warrant that the Platform or the Content are compatible with your computer system or that the Platform or the Content, or any links from the Platform or the Content, shall be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Platform.

Communications Not Confidential

Gramlux does not guarantee the confidentiality of any communications made by you through the Platform. Although Gramlux generally adheres to the accepted industry practices in securing the transmission of data to, from and through the Platform, you understand, agree and acknowledge that Gramlux  cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Platform or any Campaigns.

DISCLAIMER AND LIMITATION OF LIABILITY

THE PLATFORM AND THE CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. USE OF THE PLATFORM OR THE CONTENT IS AT YOUR OWN RISK. Gramlux  DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF THE PLATFORM OR THE CONTENT. THE PLATFORM AND THE CONTENT MAY INCLUDE ERRORS, OMISSIONS AND INACCURACIES, INCLUDING, WITHOUT LIMITAITON, PRICING ERRORS. Gramlux DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE PLATFORM OR THE CONTENT. IN ADDITION, Gramlux EXPRESSLY RESERVES THE RIGHT TO CORRECT ANY PRICING ERRORS ON THE PLATFORM.

BUSINESS AND CAMPAIGN REVIEWS DISPLAYED ON THE SITE ARE INTENDED AS ONLY GENERAL GUIDELINES, AND Gramlux DOES NOT GUARANTEE THE ACCURACY OF THE REVIEWS. Gramlux MAKES NO GUARANTEES ABOUT THE AVAILABILITY OF SPECIFIC BUSINESSES, CAMPAIGNS OR TYPES OF CAMPAIGNS.

TO THE FULLEST EXTENT PERMITTED BY LAW, Gramlux DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PLATFORM AND THE CONTENT WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR THAT THE PLATFORM OR THE CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. IN NO EVENT WILL Gramlux BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT Gramlux IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE USE OF, OR THE INABILITY TO MAKE USE OF, THE PLATFORM OR THE CONTENT OR ANY CAMPAIGN AGREEMENT.

BUSINESSES ENGAGING YOUR SERVICES THROUGH THE PLATFORM ARE INDEPENDENT ORGANIZATIONS AND NOT CONTRACTORS, AGENTS OR EMPLOYEES OF Gramlux . Gramlux IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY BUSINESSES OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKES NO RESPONSIBILITY WHATSOEVER RELATED TO ANY CAMPAIGNS OR CAMPAIGN AGREEMENTS.

TO THE EXTENT THAT THE FOREGOING LIMITATION DOES NOT APPLY, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF Gramlux IN CONNECTION WITH OR UNDER THESE TERMS OF USE, INCLUDING FROM A CAMPAIGN AGREEMENT, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE PLATFORM OR THE CONTENT, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO A CAMPAIGN AGREEMENT, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE PLATFORM OR THE CONTENT EXCEED TEN US DOLLARS ($10) OR THE EQUIVALENT IN LOCAL CURRENCY. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.

The limitation above reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.

Indemnification

You shall defend, indemnify and hold harmless Gramlux and all of its officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought in connection with or as a result of: (a) your breach of any of your warranties, representations or obligations under these Terms of Use or any documents referenced herein; (b) your violation of any law or the rights of a third party (including, without limitation, intellectual property rights); (c) your use of the Platform; (d) breach of or failure to perform under any Campaign Agreement by you or by any third party acting on your behalf or with your permission; or (d) the use of any media content created by you, Creators or third parties in connection with a Campaign by you, Creators or by any third party acting on your behalf or with your permission.

Geographic Application of the Platform

Not all of the Creators, Campaigns and services described on the Platform are available in all jurisdictions. Furthermore, nothing on the Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by law.

Governing Law and Jurisdiction

These Terms of Use shall be governed by the laws of the State of California. These laws apply to your access to or use of the Platform or the Content, notwithstanding your domicile, residency or physical location. The Platform and the Content are intended for use only in jurisdictions where they may lawfully be offered for use.

Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in California in all disputes arising out of or relating to the use of the Platform or the Content.

Entire Agreement, Waiver and Severability

These Terms of Use constitute the entire agreement between Gramlux and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Gramlux with respect to the Platform. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Gramlux failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provisions or right.

If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions contained herein.

If any of the provisions contained in these Terms of Use conflict with the terms of another agreement between the parties (such as the terms of a Campaign Agreement in respect of a Campaign), then these Terms of Use shall prevail; provided that, if you are also a Creator registered on the Platform, the terms of use applicable to Creators will govern your relationship with Gramlux in that respect.