Terms and Conditions applicable to Creators

These terms and conditions for creators (the "Terms"), set forth the specific terms and conditions which are applicable to your use ("You", "Your", or "Creators") of any tools, services, applications and the platform associated with Octoly, Inc., and its affiliates (collectively, “Octoly”), accessible through our mobile phone app or through https://www.octoly.com/login (the "Platform").

By accessing or using the Platform, You expressly and unconditionally agree to the Terms and all other policies of Octoly, including but not limited to, Octoly's Privacy Policy located at https://www.octoly.com/privacy and Octoly’s General Terms of Use located at https://www.octoly.com/terms, which policies may be amended from time to time. If you do not agree to be bound by these Terms, you may not access, or use, the Platform.

In consideration of the agreements and promises herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, you hereby agree as follows:

PLATFORM USE

This Platform allows you to join the Octoly community, and you will be able to post about and/or review products from brands partnering with Octoly. You understand and agree, that you will use this Platform including its tools and services with full sense of responsibility and in a manner that is consistent with these Terms and in such a way as to ensure compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. Octoly reserves the right to monitor and review your account, content and activity for compliance with these Terms, although Octoly has no obligation to do so. Octoly may, in its sole and absolute discretion, terminate and/or suspend your account or ability to use the Platform for any reason or no reason.

CREATOR ACCOUNT

In order to use the Platform, you are required to register and create an account (“Account”). You must complete the full registration process and create a member profile, by providing Octoly with accurate and complete registration information, which includes, but is not limited to, your name, address (P.O. Box addresses are not accepted), profile photo and other profile information requested by Octoly. You are entirely responsible for maintaining the security and confidentiality of your password and Account information. You may not register for more than one Account and you may not register for an Account on behalf of another person, group or entity. You acknowledge and agree that You are solely responsible for Your username and password associated with Your Account. Any suspicion of disclosure, whether intentional or not, of such username and/or password will be your sole liability. In no event shall Octoly be liable for any illicit or fraudulent use of Your Account or under Your Account.

RESTRICTIONS ON ACCOUNT REGISTRATION

You may not register for an Account and You may not use the Platform:

  • if you are under the age of 16, unable to form legally binding contracts, or are suspended from using our Platform;
  • to post any content that is violation of laws, inaccurate, misleading, unlawful, offensive, harmful, fraudulent, threatening, harassing, libelous, defamatory, obscene, promotes illegal activity, promotes violence, hate speech, is sexually explicit, or which is in violation of any party's intellectual property rights;
  • to collect or disclose personal information;
  • to disclose confidential information of any other person or party;
  • to use, scrape, reproduce, duplicate, copy or otherwise exploit material on the Platform for a commercial purpose;
  • to take any action that may damage the reputation to Octoly and/or the Platform; to
  • to use the Services in any way that may impair the Platform, including the availability or accessibility of the Octoly website or application.

YOUR WARRANTIES

By using the Platform, You warrant and represent to Octoly that:

  • You are at least 16 years of age or older. If You have not reached the age of legal majority in Your state or jurisdiction of residence, You must have obtained parental or guardian consent to create an Account; the information provided by You as part of the Platform is correct and current;
  • You have all necessary right, power and authority to enter into these Terms and to perform the acts required of You hereunder;
  • You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any of our services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Platform or proprietary information related thereto.
  • You have an active social media account, such as YouTube, Instagram or TikTok:
  • You will not and/or You will not have any third party, or any bot or other computerized, automated, or manual system, falsely increase automatically and/or manually the number of views, impressions and/or clicks associated with Your Reviews published on any of Your social media accounts; and
  • You will comply to all requirements set forth in the General Terms of Use of the Site and fully consent to the terms of the Privacy Policy.

PRODUCT REVIEWS

By creating an Account and agreeing to these Terms, You may be provided with the opportunity to review, post and/or publish about products and/or services via publication on your social media sites and platforms from brands partnering with Octoly, which publications, posts and or reviews may contain written language, images, pictures, representation, your copyrighted materials, your personal profile, your use and likeness, and other materials that you prepare (collectively, the “Reviews”). Your Account shall contain all URL links to Reviews that You will have made with regards to such products and/or services and you will host such Reviews within Your Account.

You agree and acknowledge that by merely creating an Account and agreeing to these Terms, You are not guaranteed to receive anything in return, including any sample products or services, complimentary products or services, and/or any other promotions or giveaways promoted on or through the Platform, in emails or on other social media sites. Any products or services you receive as part of a promotion or service through use of the Platform (such as, but not limited to, free products, free services, discounts, prizes, rewards, sponsorships, payment and the like) are NOT FOR RESALE and are for your personal use only.

You may choose to evaluate products from brands and or other third parties (“Octoly Partners”) available within the Platform. Upon agreement with the relevant brand for such review, You agree that:

  • Your Reviews as it relates to the Octoly Partners, will only contain products and/or services from the partnering brand and shall not refer to, contain, or otherwise promote any other brand, product, company, or service.
  • Your review shall be available in "public mode" for at least one year following its publication on your social media account.

By publishing Your Review within, on, or through the Platform, You expressly agree that all users of the Platform and the public will be allowed to freely view Your Review.

You expressly grant to Octoly and the Octoly Partners, such as the brands and other third parties that partner with Octoly and/or the brands, the perpetual, irrevocable, royalty-free, worldwide sub-licensable and transferable right and license to use, copy, edit, modify, reproduce, distribute, display in all formats, amplify, prepare derivative works of, display, perform, sell, resell, license, sublicense, and otherwise fully exploit commercially the content contained in Your Review, which may include, but is not limited to, photos, comments, reviews, images, your use, your likeness, and your public profile information (“Public Content”) in connection with Octoly’s and/or any of the Octoly Partners’, and/or their respective successors and assigns, business, including without limitation for commercial, non-commercial, promotional and/or redistribution purposes, and derivative works thereof, in any media formats and through any media channels (including, without limitation, third party websites and feeds, in press releases, online newsletters and marketing presentations, and to share and disseminate, publish and re-publish Your Review via social media networks and channels such as Twitter, YouTube, Instagram, TikTok and Facebook).

You further agree to grant Octoly and all Octoly Partners the right to use, directly or indirectly, all of Your Reviews, regardless of the mode, including rights of reproduction, publication, representation, adaptation, translation, correction, modification, incorporation within a derivative work, to sell, license, resell, and sublicense to third parties, by any means and in any form known or unknown to date, especially on any digital medium (including social networks, websites, newsletters, and in any other medium). This right and license is granted for the whole world and for the duration of the protection of the intellectual property rights concerned.

INTELLECTUAL PROPERTY RIGHTS

The materials available through the Platform shall remain the property of Octoly and/or its licensors, and are protected by copyright, trademark and other intellectual property laws. You acquire no proprietary interest in any such rights. Furthermore, you may not remove or obscure the copyright notice or any other notices contained in the site or anything retrieved or downloaded from them. All rights and restrictions with respect to Octoly’s intellectual property rights contained in Octoly’s terms of use located at https://www.octoly.com/terms are incorporated herein by reference.

Requirements for Your Reviews

  • In compliance with applicable laws, You must include in each Review a clear and conspicuous disclosure that You have received the reviewed product(s) and or services for free by the brand(s) via Octoly. You must do this by including:
    • at the beginning of the video: a spoken disclosure that is presented in a way that is easy for the viewer to hear and understand—that is, sufficiently slowly, using words that your audience will understand. Please note that if Your video is of more than 10 minutes’ length, the disclosure must be repeated at the end of the video.
    • within the about section of such video: a clear and conspicuous disclaimer.
    • if Your review is a picture: a clear and conspicuous super that is displayed within the first three lines of Your post caption, above the “more” button.
    • if Your review is a story: a clear and conspicuous hashtag displayed in each story.
    • Sample disclosures can be found within our FAQ section.
  • Anything that You say about a product or service in your Reviews must reflect Your own honest opinions and experience, based on Your actual use of the product and/or service. You will let us know if the views You express change, and will take down Your Review from Your Creator account and Instagram, TikTok, YouTube and/or other social medial account immediately in such event.
  • You shall not make scientific or other performance claims about a product or service (for example, "it erases wrinkles!" or "it hydrates all day!"). You must focus on what You like or do not like about the product and/or service, such as how it made You feel or look personally.
  • Your Review of the shall be an original and personal creation.

Octoly's right to Monitor Your Reviews and sell your written reviews

Pursuant to applicable laws and available technologies, Octoly may review Your Reviews once uploaded within the Platform to verify their compliance with these Terms. In the event where Your Reviews fail to comply with these Terms, Your Review may not be displayed on the Platform. Furthermore, Octoly may notify You of such failure, and request You to remedy it. Octoly reserves the right to deactivate and/or terminate Your account in such event. By submitting your review, you authorize us to sell the information you may have provided in your written review of a product you have tested to brands that may be interested.

Additional Requirements: You acknowledge and agree that:

  • Your review will not include or show any children who are not Your own or any adults who do not know and agree for the video to be published by You;
  • You and/or Your review will not violate any terms and conditions provided by the platforms on which your video and/or photo is hosted on nor any applicable laws and/or regulations especially any regulations provided for by the Federal Trade Commission nor violate any third-party rights (including any rights pertaining to Octoly's partners) or public policy. Consequently, You warrant to Octoly that Your Review, and more generally the content that You are sharing on social media account, such as Instagram, TikTok and/or Youtube accounts, together with all comments and/or customization made within Your Creator Account, do not contain any content which could violate any third party rights, constitute an injury to any person (including defamation, slander, abuse, etc.), encourage violence or hatred against any individual or group, contain sexually explicit or highly suggestive content, encourage drug use or constitute a threat to public order or standards of decency or, more generally, violate any applicable laws.
  • You will not accept any present and/or money from any brand on the Platform for Your Review and that You will not contact any brand on the Platform except for testing their product as provided hereunder.
  • To provide You with the services within the Platform, Octoly uses Your Data as specified in the Octoly Privacy Policy. Therefore, by registering to the Platform, You expressly authorize Octoly to use and aggregate Your Data as specified in the Privacy Policy and notably with other creators’ Data for statistical purposes and to provide You with the services in the Platform. In the event where You would refuse such use and/or aggregation, You can notify Octoly by email at any time at the following email address: contact@octoly.com. Upon receipt of such email, Your account may be disabled.
  • You agree that in no event shall Octoly be liable for:
    • any direct or indirect damage arising from the interruption, or malfunction, whatsoever, related to the suspension or the termination of the Platform, Rewards, for any reason whatsoever, or for any indirect or direct damage resulting from, in any manner whatsoever, logging into the Platform. It is the Creators’ responsibility to take any appropriate measure to ensure the protection of its personal data and/or stored software to its IT equipment from any damage whatsoever. The logging of any Creator to the Platform and its participation to Rewards is made under its sole responsibility;
    • any direct and/or indirect damage incurred by You with regards to Your use of products You have received via the Platform and/or Your Reviews;
    • for any third-party claims arising from the use, the sampling and/or Review made by You of any product or service.
  • In the event of a dispute between You and Octoly resulting from the construction, application and/or performance of the SFC, exclusive jurisdiction shall be granted to courts located in the State of New York. By entering into these Terms, You expressly agree to be bound by the laws of the State of New York with respect to any dispute arising under this Agreement. Except for matters for which injunctive relief or other equitable relief is sought, the you hereby agree to submit to the jurisdiction of the American Arbitration Association (“AAA”) in New York, New York for binding arbitration of all disputes and disagreements arising from or otherwise relating to this Agreement, which arbitration shall be governed by the rules of the AAA. The decision of the neutral arbitrator appointed by AAA shall be in writing, shall set forth specific findings of fact and conclusions of law, and shall be binding on the parties on its effective date. Such decision may be entered in the federal or state courts in New York, or any other court of competent jurisdiction.

By registering to the Platform, You expressly authorize Octoly, to collect by any means at Octoly’s discretion, use and aggregate Your Data as specified in the Octoly Privacy Policy, notably with other creators’ Data for statistical purposes and to provide You with the services associated with the Platform. In the event where You would disagree with such use and/or aggregation, You acknowledge and agree that Octoly will no longer be able to supply You with the Platform. Therefore, You shall notify Octoly by email at any time at the following URL address: dpo@octoly.com, and upon receipt of such email, Your account will be disabled.

Octoly reserves the right to postpone, change and/or cancel any scheduled or running programs at any time.

CONFIDENTIALITY

You agree not to disclose information you obtain from us and or from our clients, advertisers, suppliers and forum members. All information submitted to by an end-user customer or Partner pursuant to your use of the Platform that is non-public information is proprietary information of Octoly. You will not to reproduce, disseminate, sell, distribute or commercially exploit any such proprietary information in any manner.

DISCLAIMERS

If you receive products or services through use of the Platform from third parties, such products or services are not owned or manufactured by Octoly. The products or services may, however, be covered by each manufacturer’s warranty, service, and support policy (if present). You shall have recourse only under such warranties and only as against the manufacturer of the products and or provider of the services. Octoly makes no representation of express warranty with respect to any products or services.

THE PRODUCTS, SERVICES, CONTENT, AND SITE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

IN ALL CIRCUMSTANCES IOCTOLY’S MAXIMUM LIABILITY IS LIMITED TO $75. OCTOLY SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE UPON A CLAIM OR ACTION IN CONTRACT, TORT, INDEMNITY OR CONTRIBUTION, OR OTHER CLAIMS RELATING TO THE PRODUCTSAND OR SERVICES OBTAINES VIA USE OF THE PLATFORM WHICH GIVES WHICH EXCEEDS THIS LIABILITY LIMIT. OCTOLY SHALL NOT BE LIABLE FOR THIRD PARTY CLAIMS FOR DAMAGES, AND/OR FOR MALFUNCTION, DELAYS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF OPPORTUNITY, SPECIAL, INCIDENTAL, CONSEQUENTIAL, SPECULATIVE DAMAGES, WHETHER OR NOT THE OTHER PARTY HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH CLAIMS OR DAMAGES.

In addition, Octoly make no representation that the operation of our Platform will be uninterrupted or error-free, and Octoly will not be liable for the consequences of any interruptions or errors. Octoly may change, restrict access to, suspend or discontinue the Platform or any component thereof, at any time.

If you have any questions, please send us an email at legal@octoly.com.

Last updated on September 2021