HOOZU WEBSITE TERMS AND CONDITIONS

Current at 14 September 2018

1.      GENERAL

1.1            Hoozu grants you the right to access and use the Hoozu website at www.Hoozu.com, or such other URL advised from time to time (‘Hoozu Site’). This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.

1.2            If you use any communication tools available through the Hoozu Site (such as any forum, chat room or message centre), you agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Hoozu Site, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Hoozu Site, or material in violation of any law (including material that is protected by copyright or trade secrets which you do not have the right to use).

1.3            You undertake and agree that you and any Users will not, or attempt to assist any other person to, store or communicate defamatory, infringing, fraudulent, malicious or otherwise unlawful content on or through the Hoozu Site.

 

2.      INTELLECTUAL PROPERTY

  • Hoozu Site
  • The Hoozu Site is licensed to you for use strictly as permitted under the terms of this Agreement, and Hoozu reserves all rights to the intellectual property rights (‘IPR’) in the Hoozu Site not expressly granted to you.
  • As between the parties, Hoozu retains all IPR in the Hoozu Site, including without limitation in the Hoozu Site’s codes and methodologies.  To the extent that you are able to assert any right to ownership of IPR in the Hoozu Site, you irrevocably assign to Hoozu all such IPR, and this assignment operates as an assignment of future IPR to the extent that such IPR is not in existence at the date of Agreement.
  • Data
  • You grant Hoozu a royalty-free, non-exclusive, perpetual, irrevocable, worldwide, transferable, sub-licensable license to use, copy, modify, or distribute any data you include in the Hoozu Site.
  • You must maintain copies of all Data inputted into the Hoozu Site. Hoozu does not make any guarantees that there will be no loss of Data. Hoozu expressly excludes liability for any loss of Data no matter how caused.

3.      USE OF SITE

  • When accessing and using the Hoozu Site, you must not do any of the following things:
  • (i) Attempt to undermine the security or integrity of Hoozu’s computing systems or networks or, where the Hoozu Site is hosted by a third party, that third party’s computing systems and networks;
  • (ii) Use, or misuse, the Hoozu Site in any way which may impair the functionality of the Hoozu Site or Services, or other systems used to deliver the Hoozu Site or impair the ability of any other user to use the Hoozu Site;
  • (iii) Attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access or to the computer system on which the Hoozu Site is hosted;
  • (iv) Transmit, or input into the Hoozu Site, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which you do not have the right to use); and
  • (v) Attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Hoozu Site or to operate the Hoozu Site except as is strictly necessary to use either of them for normal operation.
  • (vi) Conduct load testing, penetration tests, port scans, vulnerability assessments or other similar performance or security testing except with prior approval from, and then in co-ordination with, Hoozu (the results of which shall be deemed Confidential Information of Hoozu);
  • (vii) Reverse engineer or decompile the Hoozu Site, or attempt to do the same;
  • (viii) Use any IPR owned or licensed by Hoozu under this Agreement to build or provide, or assist any other person or entity to build or otherwise provide, a competitive product or service to the Hoozu Site;
  • (ix) Use the Hoozu Site for purposes of product evaluation, benchmarking or other comparative analysis intended for publication or other disclosure without Hoozu’s prior written consent; or
  • (x) Permit access to the Hoozu Site by any unauthorised person, including, without limitation, a competitor of Hoozu.
  • Hoozu has no responsibility to any person other than you and nothing in this Agreement confers, or purports to confer, a benefit on any person other than you. If you use the Hoozu Site or access the Hoozu Site on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that you are responsible for ensuring that you have the right to do so.
  • The provision of, access to, and use of, the Hoozu Site is on an “as is” basis and at Your own risk.
  • Hoozu does not warrant that the use of the Hoozu Site will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Hoozu Site, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Hoozu Site. Hoozu is not in any way responsible for any such interference or prevention of Your access or use of the Hoozu Site.
  • You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Hoozu Site will comply with laws applicable to you (including any laws requiring you to retain records).
  • It is your sole responsibility to determine that the Hoozu Site meets the needs of your business and is suitable for the purposes for which it is used.Hoozu gives no warranty about the Hoozu Site. Without limiting the foregoing, Hoozu does not warrant that the Hoozu Site will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

 

4.      GENERAL

  • If any term or provision of this Agreement is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from this Agreement and the remaining terms and conditions will be unaffected.
  • This Agreement is governed by, and construed in accordance with, the laws of New South Wales.

 

HOOZU PRIVACY POLICY

Effective as of 14 September 2018

 This policy (‘Privacy Policy’) explains how Hoozu Pty Ltd (ABN 41 163 980 416) trading as Hoozu (‘Hoozu’ or ‘us’) seeks to protect the Personal Information of individuals. Hoozu is committed to protecting the safety and security of the Personal Information of individuals whose information Hoozu has access to, including social influencers, brand advocates, other users of the Hoozu Platform and other persons with whom Hoozu interacts (each a ‘User’ or ‘you’).

The Privacy Policy has been developed in accordance with the Privacy Act 1988 (Cth) (‘Act’).

Under the Act, “Personal Information” is defined as: “Information or an opinion about an identified individual, or an individual who is reasonably identifiable:

 (a) whether the information or opinion is true or not; and

(b) whether the information or opinion is recorded in a material form or not.”

Please read this Privacy Policy carefully in order to understand how your Personal Information is collected, held, used, or otherwise processed by us.

Hoozu reserves the right to make changes or updates to this Privacy Policy from time to time. If this happens we will update this Privacy Policy and notify you of any changes, most likely via email or our apps or websites. However, you should also periodically check this Privacy Policy for any updates.

1.      ABOUT HOOZU

Hoozu is a social content agency that specialises in sourcing brand advocates and social influencers, creating compelling content and tracking and optimising marketing campaigns. In delivering its’ services Hoozu provides a variety of digital and online offerings including the Hoozu website and the influencer and agency platform (collectively ‘Hoozu Platform’).

In providing the Hoozu Platform, we are sensitive to Users’ concerns about the safety of their Personal Information.

In essence, Hoozu will typically only:

  • collect, use or share your Personal Information with your consent (unless it is not reasonable in the circumstances to obtain your consent and it is legally permissible for us to do so) or when required by a legal obligation; and
  • interact with your Personal Information in order to: (a) provide you with access to the Hoozu Platform, (b) help us improve and develop the Hoozu Platform, and (c) meet our obligations in respect of any agreement we have with you.

Hoozu has developed our privacy framework to assist Users, and to comply with privacy legislation and regulations applicable to us and our management of your Personal Information.

2.      HOW HOOZU COLLECTS YOUR PERSONAL INFORMATION

Hoozu collects Personal Information from individuals in one of three main ways:

  • (a) Directly from Users, when they interact with Hoozu or the Hoozu platform (e.g. fill out User account information and preferences, or provide us with feedback);
  • (b) Passively from Users, when they interact with and use the Hoozu Platform;
  • (c) From third-parties in certain, specific circumstances (e.g. when you sign up to the Hoozu Platform through a third-party service or platform they may provide us with information you have consented to them sharing).

The types of Personal Information collected in each situation is discussed further below.

3.      WHEN HOOZU COLLECTS INFORMATION FROM USERS AND WHAT WE COLLECT

(a)        Personal Information collected directly

When Users sign up to components of the Hoozu Platform we collect the following types of Personal Information directly and consensually:

  • Basic User information, including your name, User name, email and date of birth;
  • Basic account information, including any biographical information, social media handles or other information you choose to associate with your account; and
  • when you access the Hoozu Platform through a third-party service or platform (e.g. Facebook or Instagram), we will collect information that is made available to Hoozu by those services or platforms. You can generally control the information we receive from these sources by using the privacy settings on the third-party services or platforms.

We will collect the following types of information from Users as they use the Hoozu Platform:

  • Basic account preferences, such as your preferences regarding social media channels; and
  • Content that you post and submit to the Hoozu Platform (including content from third-party platforms) as well as content you may post directly on our social media pages, which includes any content from third-party platforms.

 

In the course of creating content, running a campaign or providing you with our services we may collect the following types of Personal Information directly and consensually from you:

  • Delivery information, such as your full address and contact number;
  • Payment related information, such as bank account details or other information required to give effect to our agreement(s).

When a User makes an enquiry or sends us unsolicited feedback we may collect the following types of Personal Information directly and consensually:

  • Basic contact information, including your name and email; and
  • Feedback information and the details of your interactions with us, including communications with customer support or other Hoozu personnel (e.g. the contents of an email an email sent to contact@Hoozu.com) or other information provided by you regarding your enquiry.

When you respond to a survey we may directly and consensually collect the Personal Information disclaimed on the survey form.

When you make an application for employment at Hoozu, we may collect any Personal Information provided within that application, such as the contents of a personal statement made in support of your application.

(b)        Personal Information collected passively

As you interact with the Hoozu Platform or advertisements, we may collect the following types of Personal Information about your usage:

  • Content that is posted about you by others over Hoozu campaign materials, your social media accounts and if applicable, directly over the Hoozu platform;
  • Background account information, such as your notification settings;
  • Information about transactions, such as records of your purchases and any preferences relevant to the online store; and
  • The following types of browser, system and device information regarding devices you link to the Hoozu Platform or use to access our digital content:
  • Location information, regarding which country you’re accessing the platform from, (e.g. the form of the IP address from which you access the Hoozu Platform);
  • Web data tracking information, such as data from cookies stored on your device, including cookie IDs and settings, as well as logs of your access of the Hoozu Platform;
  • Device information provided by devices you link to your Hoozu Platform accounts (e.g. device information from a GoPro or smartphone); and
  • System usage information, such as logs of Users you have followed or are following you, and friends that you have added and been added by.

(c)        Personal Information collected from third-parties

In certain specific situations, Hoozu will collect Personal Information about you from third-parties. The types of Personal Information collected include:

  • Third-party account information made available to us when you link a third-party service or platform to your account on the Hoozu platform; and
  • Third-party web data tracking information about your social media accounts, including information about your followership that fits certain parameters of who we think could become Hoozu Users (e.g. heat maps developed through Google Analytics which track patterns of User interactions with our web pages).

4.      WHY HOOZU COLLECTS YOUR PERSONAL INFORMATION AND WHAT WE USE IT FOR

Although Hoozu collects Personal Information from Users in a number of circumstances, Hoozu will only collect this information in order to provide you with access to the Hoozu Platform, improve and develop the Hoozu Platform, and to meet our obligations in respect of any agreement we have with you (e.g. if you are a brand advocate of social influencer).Here are the main ways we use Personal Information to achieve these objectives:

Communicating with Users

Hoozu will use basic User, account and contact information to communicate with individuals about their feedback or issues with the Hoozu Platform.

If Users have consented, Hoozu will also use these types of Personal Information to share relevant news and updates about Hoozu and the Hoozu Platform.

Administration and delivery of Hoozu Platform

Hoozu will use basic User and account information, as well as other basic preferences to provide you with the baseline experience over the Hoozu Platform (e.g. connecting brand advocates and social influencers with marketing campaigns they might be interested in participating in).

Hoozu will also use third-party service or platform information, including third-party web data tracking information for the same reasons.

Hoozu will use your basic User information for simple administrative tasks, such as resetting account passwords.

Hoozu will use your delivery and payment related information to allow brand advocates and social influencers to participate in campaigns through the Hoozu Platform.

Hoozu will use your account preferences to provide you with a tailored experience when using the Hoozu Platform.

Ensuring User safety

Hoozu will also use any type of information collected to prevent and address risks to all Users (e.g. Hoozu will use information to investigate suspicious or threatening activity).

Research and development

Hoozu will use the following types of information to develop, test and improve the Hoozu Platform:

  • Survey and feedback information, as well as any content that is submitted in relation to competitions or features of the Hoozu Platform;
  • Basic account information;
  • Content you submit, either directly through the Hoozu Platform or through third-party platforms or services.
  • Background account, browser, system and device information; and
  • Third-party web tracking information.

Together these types of Personal Information are used to provide us with an overview of how the Hoozu Platform is being used, any shortcomings it may have, and subsequently to highlight what will be the best means of improving the experience for all Users.

Hoozu’s preference will be to de-identify these types information first, and then use it for this purpose in conjunction with de-identified browser and device information (see section 6 below for an explanation of what we mean by “de-identified”).

Marketing

Where Users have expressly consented, Hoozu will use basic contact, enquiry and account information to provide Users with relevant marketing materials and offers. Users can always opt out of this through the functionality provided in each marketing communication (e.g. by clicking “unsubscribe” at the bottom of an email).

5.      HOOZU’s DISCLOSURE OF PERSONAL INFORMATION

Generally, Hoozu does not disclose Personal Information to any third-parties except:

  • Service providers Hoozu engages to help us provide and develop the Hoozu services and Hoozu Platform (e.g. cloud service providers); and
  • Law enforcement agencies, or another party that has a legitimate legal right to access the information.

The above disclosures will only be made in circumstances where the recipient has provided an undertaking that they will maintain the confidentiality of the information and that they recognise the appropriate limitations placed on the use of the information. Disclosures will also always be in accordance with this Privacy Policy.

Overseas Disclosure

Some of the third-parties Hoozu discloses Personal Information to are located overseas. This is particularly the case for our third-party software and cloud service providers which are currently located in the United States

As with disclosures to third-party service providers, overseas disclosures are always made once Hoozu has taken all reasonable steps to determine the information will be treated at least as favourably under the Act and other applicable privacy laws.

6.      HOOZU’S TREATMENT AND STORAGE OF INFORMATION

Hoozu’s general approach

Hoozu will keep your Personal Information confidential and not sell or knowingly divulge User information to any external third-parties, unless:

  • The disclosure is made in accordance with an agreement on foot with you, or to which you otherwise consented;
  • We believe, in good faith, that we are required to share the Personal Information with a third party in order to comply with legitimate legal obligations;
  • The disclosure is to a third-party processor of Personal Information that acts on our behalf and/or under our instruction in order to enable us to develop and deliver the Hoozu Platform (e.g. a cloud service provider or local marketing and development partner);
  • Other entities acquire ownership or operation of Hoozu or the Hoozu Platform; and/or
  • We need to protect the safety of Users, and the security of our Hoozu Platform.

Users can always refuse or revoke this consent, but sometimes this will affect Hoozu’s ability to provide them with the Hoozu Platform and other offerings. Hoozu will advise Users if this is the case.

De-identification

De-identified information refers to information that cannot reasonably be used to identify a particular individual.

De-identified information that will never be able to personally identify particular individuals is referred to as anonymised information (e.g. statistics that show 90% of Users were happy with the Hoozu Platform). Additionally, de-identified information that can identify individuals only if it is combined with another, separate piece of information is referred to as pseudonymised information (e.g. ID numbers).

Where possible Hoozu will aim to collect, store and use anonymised information as a first preference, and if not, then pseudonymised information.

However, sometimes it will be impractical for User information to be de-identified or treated in this way, and in this case, Hoozu will continue to use and hold the information in a personally identifiable state. For example, if Hoozu needs to reply to a User enquiry we will have to use the contact information provided.

Security

Hoozu is committed to information security. We will use all reasonable endeavours to keep the Personal Information we collect, hold and use in a secure environment. To this end we have implemented technical, organisational and physical security measures that are designed to protect Personal Information, and to respond appropriately if it is ever breached.

When information collected or used by Hoozu is stored on third-party service providers (e.g. Dropbox cloud servers), Hoozu takes reasonable steps to ensure these third-parties use industry standard security measures that meet the level of information security Hoozu owes Users.

As part of our privacy framework we endeavour to routinely review these security procedures and consider the appropriateness of new technologies and methods.

Data Breaches

In the circumstances where Hoozu suffers a data breach that contains Personal Information, we will execute our Data Breach Response Plan and endeavour to take all necessary steps to comply with the Notifiable Data Breach Scheme outlined under the Act.

This means we will immediately make an objective assessment of whether a breach of Personal Information is likely to result in serious harm to individuals, and if this is the case, endeavour to notify the affected individual(s) and the Australian Information Commissioner.

7.      HOOZU’S RETENTION OF INFORMATION

Hoozu retains Personal Information until it is no longer needed to provide or develop the Hoozu Platform.

However, Hoozu will retain:

  • Personal Information in circumstances where we have legal and regulatory obligations to do so (e.g. for law enforcement purposes, employment law, corporate or tax record keeping, or where the information is relevant to legitimate legal proceedings); and
  • anonymised information for analytic and service development purposes.

The information we retain will be handled in accordance with this Privacy Policy.

8.      MANAGING PERSONAL INFORMATION YOUR INFORMATION

Accessing and ensuring the accuracy of Personal Information

Hoozu takes reasonable steps to ensure that the Personal Information we collect and hold is accurate, up to date and complete.

Users have a right to access and request the correction of any of Personal Information we hold about them at any time. Any such requests should be made by directly contacting us at the details set out below. Hoozu will grant access to the extent required or authorised by the Act and applicable laws, and will take all reasonable steps to correct the relevant Personal Information where appropriate.

There may be circumstances in which Hoozu cannot provide Users with access to information. We will advise you of these reasons if this is the case.

Contacting Hoozu

 Hoozu has appointed a Privacy Officer to be the first point of contact for all privacy related matters and to assist in ensuring our compliance with our privacy obligations.

Privacy Officer

Privacy Officer email: contact@hoozu.com

Level 1, 1 Taylor Street, Darlinghurst NSW 2010

If you have any queries or wish to make a complaint about a breach of this Privacy Policy or the Act you can contact or lodge a complaint to our Privacy Officer using the contact details above.  You will need to provide sufficient details regarding your complaint as well as any supporting evidence and/or information.

The Privacy Offer will respond to your query or complaint as quickly as possible. Hoozu will contact you if we require any additional information from you and will notify you in writing (which includes electronic communication via email) of the relevant determination.  If you are not satisfied with the determination you can contact us to discuss your concerns or complain to the Australian Privacy Commissioner via www.oaic.gov.au.

This Privacy Policy was last updated on 14 September 2018.

 

HOOZU ADVERTISER (CLIENT) TERMS

 Current at 14 September 2018

This is a legally binding agreement between Hoozu Pty Ltd trading as Hoozu (ABN 41 163 980 416)  (‘us’, ‘we’ or ‘Hoozu’) and the entity executing an Insertion Order (‘you’ or ‘Agency’). If the Agency is also executing on behalf of any of its’ wholly owned subsidiaries, the names and ABNs of these subsidiaries must be listed at the end of this document.

 

1.               General

 

  • This Agreement consists of:
  • the terms of any Insertion Order(s); and
  • these terms and conditions, including Schedules (together, ‘Advertiser Terms’).
  • You accept and become bound by this Agreement by executing an Insertion Order or otherwise by your conduct ordering Campaigns.
  • Definitions used in this Agreement are set out in clause 9 of these Advertiser Terms.

 

2.               Provision Of Services

 

  • The Services we may provide are set out in Schedule A to these Advertiser Terms.

 

3.               Invoicing And Payment

 

  • Payment terms

 

  • Upon signing the Insertion Order or otherwise indicating your intention or order a Campaign, you will be liable for the Fee for payment of the Services.
  • The Fee is payable as follows:
  • (i) you will pay 50% of the Fee, as stated in the Insertion Order, immediately upon signing the Insertion Order; and
  • (ii) you will pay the remaining 50% of the Fee, as stated in the Insertion Order, upon completion of the Campaign or such other date as specified in the Insertion Order.
  • We will provide you with an Invoice for the Fee. All Invoices are payable within 14 days of invoice.
  • These payment terms may be varied in writing in the Insertion Order.

 

  • Rates and Fees

 

  • The Fee for the Services will be set out in the Insertion Order. If no Fee is specified in the Insertion Order, the charges for our Services will be as set out in our current Rate Card at the time of our acceptance of the Order. We may change our Rate Card from time to time without notice.
  • There will be no set-off of Fees.

 

  • Taxes

 

  • Unless specified otherwise, the Fees are exclusive of GST. If GST is payable on any supply made by us, you must pay an additional amount equivalent to the GST when that payment to us is due.
  • You are responsible for computing and paying all taxes, duties and other government fees or charges payable or assessed in connection with this Agreement including (without limitation) goods and services tax, other value added tax, sales or use taxes, stamp duty and turnover tax, but excluding taxes, duties and government charges assessed on our income.

 

4.               Intellectual Property

  • You (or your licensors) own the IPR in the Branded Content provided to us and any Influencers for the purposes of a Campaign, and you grant Hoozu and any Influencers a royalty-free, non-exclusive and non-transferable licence to use the Branded Content for the purposes of creation of Social Content and other Campaign Material, including without limitation to:
  • reproduce and communicate to the public the Social Content in accordance with the Agreement in our absolute discretion; and
  • copy, adapt, modify and otherwise use any IPR as part of the Social Content or Campaign Material.
  • Hoozu (or our licensors) own the IPR in any Hoozu Content that forms part of the Social Content and other Campaign Material, and a royalty-free, non-exclusive and non-transferable licence to use the Hoozu Content is provided to you for the specific purpose of use and distribution of the Social Content and no other purpose.
  • Subject to any IPR rights of Influencer’s, you and Hoozu (or our respective licensors) own the IPR in the Social Content and other Campaign Material that is produced using the Branded Content and/or Hoozu Content pursuant to this Agreement. Each of the parties acknowledges that Influencers’ will be provided with a royalty-free, non-exclusive and non-transferable licence to the Social Content and other Campaign Material for the specific purpose of fulfilling their obligations in respect of Bookings and Campaigns..

5.               Warranties and Acknowledgements

 

  • Authority and Agreement

You warrant that:

  • (a) you own or otherwise control all necessary rights to any IPR you use or otherwise make available or distribute pursuant to this Agreement., other than the Hoozu Content;
  • (b) you are fully authorised to act on behalf of any entity on whose behalf you are requesting Services and to bind such entity or person to this Agreement;
  • (c) you have all applicable licenses and consents necessary to enter into and perform your obligations under this Agreement;
  • (d) both you and the entity or person on whose behalf you are contracting agree to be jointly and severally liable for all applicable responsibilities stated in this Agreement.
  • (e) you will comply with all applicable laws and regulations in performing your obligations under this Agreement;
  • (f) you will not breach any agreement, arrangement or understanding with a third party as a result of entering into or performing any part of this Agreement;
  • (g) neither you or other party will insert any tag, code, cookie, pixel or other data tracking or collection device into the Content without our express permission; and
  • (h) you will not use or redistribute Hoozu Content or any derivation, modification or adaption of the same other than as part of the Social Content without our prior written permission.

 

  • Our Warranties

We warrant to you that:

  • we have the right to supply the Services to you;
  • we will not breach any agreement, arrangement or understanding with a third party as a result of entering into or performing any part of this Agreement;
  • we (or our licensors) own or control the necessary rights in any Hoozu Content licensed to you, as set out in this Agreement;
  • we will use reasonable care and skill in supplying the Services; and
  • we will comply with all applicable laws and regulations when supplying the Services.

 

  • Limitation of Liability

 

  • To the maximum extent permitted by law, Hoozu excludes all liability and responsibility to you (or any other person), including without limitation in contract, tort (including negligence), or otherwise, for any loss (including loss of information, data, profits or savings, or other forms of consequential loss whether or not foreseeable) or damage resulting, directly or indirectly, from any use of, or reliance on Services and making any Orders, including without limitation, any Hoozu Content, Social Content or other Campaign Materials. You agree not to bring and hereby release all claims against Hoozu in respect of the foregoing.
  • Hoozu is not liable for any aspect of the Social Content of Influencers, including any products or services referred to in the Social Content or the publishing of the Social Content by the Influencer.
  • Hoozu excludes all implied conditions and warranties from this Agreement except any conditions or warranties (such as those implied by the Competition and Consumer Act 2010 (Cth)) which cannot by law be excluded. Hoozu’s liability to you for any claims made under this Agreement (whether such liability arises in contract, tort (including negligence) or otherwise) is, to the fullest extent permitted by law, limited at our option to resupplying the Services or paying the cost of having the Services resupplied.
  • Neither party is liable for any Indirect Loss incurred by them or any other person arising out of or in connection with this Agreement

6.               Amendments

Hoozu may amend these terms from time to time by written notice. Such amendments shall not affect any current Campaigns.

7.               Breach

If you materially breach this Agreement Hoozu reserves the right to suspend or terminate this Agreement by written notice.

8.               General

  • Nothing in this Agreement shall be taken as giving rise to a relationship of employment, agency or partnership.
  • This Agreement contains the entire understanding between the parties concerning the subject matter of the Agreement and supersedes all prior communications.
  • If any term or provision of this Agreement is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from this Agreement and the remaining terms and conditions will be unaffected.
  • Any dispute arising out of or in connection with this Agreement will be submitted to arbitration in accordance with, and subject to, the Institute of Arbitrators and Mediators Australia Fast Track Arbitration Rules. The seat of the arbitration will be Sydney.
  • This Agreement is governed by, and construed in accordance with, the laws of New South Wales.
  • A notice must be in writing to the address of the addressee as stated in the Insertion Order.
  • Neither party may transfer or assign this Agreement without the other party’s prior written consent (not to be unreasonably withheld).
  • You may not issue any press release or make other public statement in relation to this Agreement or the relationship established by this Agreement without our prior written consent. We may, however, make informational references to your participation in Hoozu Campaigns in press releases without obtaining your consent.
  • You may not send us or our partners any personal information or data that can be used to identify or locate a natural person, or sensitive financial, medical or sexual data.
  • We may collect and use your personal information as set out in our Privacy Policy available at www.hoozu.com.
  1. Definitions

In these Advertiser Terms:

Influencer’ means a person engaged to promote a product on social media or any other way as set out in the Insertion Order.

Agreement’ means the documents identified in Clause 1.1.

Booking’ means a booking outlining the Social Media promotion to be undertaken by the Influencer and the fee to be paid to the Influencer.

Brand Owner’ means the owner of the product or service that is the subject of the Campaign.

Branded Content’ means all advertising, marketing, trade marks and other IPR of, or relating to, a Client (including, without limitation, text, graphics, video and URLs) that we provide to you in order to create Social Content for the purposes of the Campaign, but excluding any Hoozu Content.

Campaign’ means a brand promotion campaign Hoozu is engaged to undertake on Social Media or otherwise in accordance with this Agreement.

Campaign Material’ means any material other than Social Content that is produced in connection with your obligations under this Agreement, or otherwise using any Licensed Content.

Client’ means Media Agency or Brand Owner who has engaged Hoozu for a Campaign.

Confidential Information’ means all confidential and proprietary information of Hoozu, whether disclosed to you orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement, the Hoozu Site, and business, financial, product and technical information, but does not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to Hoozu; (b) was known to you prior to its disclosure by Hoozu without breach of any obligation owed to Hoozu; (c) was independently developed by you without breach of any obligation owed to Hoozu; or (d) is received from a third-party without breach of any obligation owed to Hoozu.

Content’ means all advertising, marketing or other material supplied by Client (including, without limitation, text, graphics, video and URLs) for use in the Campaign by Influencers or otherwise using our Services;

Creative Brief’ means the creative brief we provide to you in respect of a Campaign, as further described in Schedule A.

Creative Guidelines’ means any instructions provided in writing by a Client defining how an Influencer may edit Content;

Creative Services’ means design, production and promotional services we provide in addition to Company services, including without limitation creating, producing and marketing Social Content, advertising marketing campaigns, e-direct marketing, developing and hosting integrated offerings such as competitions and associated creative services;

Feedback’ means any suggestions, enhancements requests, recommendations or other feedback provided by you or a User relating to the functionality of the Hoozu Site or the Services generally.

Fees’ means our fees and charges for the provision of Services.‘Hoozu Content’ means all advertising, marketing, trade marks and other IPR (including, without limitation, text, graphics, video and URLs) owned by Hoozu that we provide to you in order to create Social Content for the purposes of the Campaign.

Hoozu Site’ means the website currently available at URL www.Hoozu.com., or such other URL notified by Hoozu from time to time.

‘Intellectual Property Rights’ or ‘IPRs’ means all industrial and intellectual property rights including but not limited to copyright (both present and future), Confidential Information (including know-how and trade secrets), moral rights, patents, designs and trademarks, and in each case whether registered or not.

Indirect Losses includes losses of profits, revenue, opportunity, anticipated savings or data or any indirect or consequential loss or damage

Insertion Orders’ means the document you agree with us that specifies the details of your Campaign.

Launch Date’ means the date at which we are scheduled to publish any Campaign as specified in the Insertion Order.

Licensed Content’ means all Branded Content and Hoozu Content made available to you for the purposes of this Agreement.

Media Agency’ means an agency representing a Brand Owner.

Order’ means an order for Services described in an Insertion Order.

‘Services’ means the services described in Schedule A (as may be amended or updated from time to time by notice by Hoozu).

Rate Card’ means our current standard rates and charges for the provision of Services as notified to you from time to time.

Services’ means the Services described in Schedule A.

Social Content’ means all advertising, marketing or other material supplied by you (including, without limitation, text, graphics, video and URLs) for posting on Social Media.

Social Media’ means Instagram, Facebook and other form of social meda agreed from time to time..

Value Credit’ means a credit we may issue to you upon your cancellation of an Order in accordance with Schedule A.

Schedule A

 Services

  1. Ordering Services

The process for ordering Services is below:

  • You request Services by completing and signing an Insertion Order, and emailing it to us at the following email address: contact@hoozu.com
  • Once you provided us with a completed and executed Insertion Order, a contract for the relevant Order is formed between you and Hoozu (and no other party), and all dealings thereon between you and Hoozu will be regulated by the terms and conditions of this Agreement.
  • Once Hoozu is engaged, and for a period of 6 months after the end of the relevant Campaign, whether or not the a subsequent contract is formed between you or Hoozu and any Influencer, any dealings by you directly or indirectly with Influencers (including any third-party on behalf of Influencers) must be made through Hoozu, and in any event the entry into such commercial relationships will incur a fee to Hoozu equal to 15% of the Influencer’s direct or indirect remuneration in respect of such commercial relationships.
  • We may require you to submit a completed Credit Application Form prior to supplying you any Services.
  • The Services are subject to availability. If a proposed Influencer is not available, Hoozu may use reasonable endeavours to try and source and replace the unavailable Influencer with an Influencer with similar profile and reach.
  • From the time a contract is formed between you and been advised that the Order for the Campaign is confirmed:
  1. Cancelling or Amending Orders
  • You may cancel or amend an Order for any Services without charge provided that you give us at least thirty (30) days’ notice prior to the Launch Date for the Campaign.
  • In the event that you cancel or amend your Order less than 30 but more than 3 days prior to the Launch Date: (i) you will be liable to pay the full amount of remaining Fees owed for the Services; and (ii) we will issue you with a Value Credit equivalent to the total Fees paid by you for the cancelled Services. With respect to Value Credits: (i) details of the Value Credit will be documented in a Campaign Cancellation form provided by us to you; and (ii) Value Credits must be used within three (3) months of the issue date or they will be forfeited; (iii) you must alert us to the redemption of any validly issue Value Credit by you at the time of completing the relevant Order; and (iv) you acknowledge that your use of any Value Credit is subject to availability of replacement Services.
  • In the event that you cancel an Order for Services within 3 days of the Launch Date for the Campaign you will be charged the full Fee for the Services. No Value Credit or other compensation will be provided.
  • In the event that you cancel your Booking with less than twenty-four (24) hours prior notice, you agree that it may take us up to twenty-four (24) hours to disable your campaign (if it has already launched) and that you will be liable for all Fees incurred by you, including but not limited to Influencer fees, during that period until the Booking has been cancelled (as well as any Fees under this clause).
  • Regardless of the period of notice you have provided to us, if you cancel any Order for Creative Services we will charge you for any production costs and charges we have incurred as of the date of the cancellation.
  • We may cancel an Order or part Order at any time without giving you any reasons for the cancellation. If we exercise this right we will at our option:
  • refund to you any Fees that you have already paid to us;
  • issue you with a Value Credit in accordance with this Schedule; or
  • reschedule the Launch Date to another date within sixty (60) days of the cancellation date,

and you agree that this is our sole liability to you in relation to that Order or part Order.

  • If you wish to make a claim for a Value Credit, republication or any other remedy in respect of our Services you must send the claim to us no less than fourteen (14) days after the Launch Date, however we do not guarantee make good, value credit or bonus.

 

***END OF AGENCY TERMS ***

 

HOOZU INFLUENCER TERMS

 

Current at 14 September 2018

This is a legally binding agreement between Hoozu Pty Ltd trading as Hoozu (ABN 41 163 980 416)  (‘us’, ‘we’ or ‘Hoozu’) and the entity executing a Booking Form (‘you’).

 

1.               GENERAL

  • This Agreement consists of:
  • the terms of any Booking Form(s); and
  • these terms and conditions, including Schedules (together, ‘Influencer Terms’).
  • You accept and become bound by this Agreement by executing Booking Form.
  • Definitions used in this Agreement are set out in clause 9 of these Influencer Terms.

 

2.               SERVICES AND OBLIGATIONS

 

  • The Services and operational obligations of the parties are set out in Schedule A to these Advertiser Terms.
  • You agree, as an essential term of this Agreement, during the Term not to provide any services which are the same or similar to the Services to any person or entity which we regard as a competitor to the Brand Owner. The foregoing limitation applies, without limitation, to acting as an influencer over any form of Social Media, with respect to any person or entity which we regard as a competitor to the Brand Owner.

 

3.               INVOICING AND PAYMENT

 

  • Payment terms

 

  • The Fee you will be paid will be set out in the Booking Form.
  • You must provide us with an Invoice for the Fee no earlier than seven (7) days after the end of the Campaign. The invoice which will be payable 30 days after the invoice date or five (5) days after we are paid by the Client, whichever is later.
  • These payment terms may be varied by us in writing in the Booking Form.

 

  • Taxes and Superannuation

 

  • Unless specified otherwise, the Fees are exclusive of GST. If GST is payable on any supply made by us, you must pay an additional amount equivalent to the GST when that payment to us is due.
  • You are responsible for computing and paying all taxes, duties and other government fees or charges payable or assessed in connection with this Agreement including (without limitation) goods and services tax, other value added tax, sales or use taxes, stamp duty and turnover tax, but excluding taxes, duties and government charges assessed on our income.
  • You are not our employee and without limitation to the foregoing we are not responsible for paying any superannuation or other employment-like benefits to you under any circumstances.

4.               INTELLECTUAL PROPERTY

 

  • Our Client (or its’ licensors) own the IPR in the Branded Content that we provide to you for the purposes of fulfilling your obligations under this Agreement, including the production and distribution of the Social Content (and directly relevant Campaign Material) pursuant to a Campaign. You are provided with a royalty-free, non-exclusive and non-transferable licence to the Branded Content for this specific purpose, and for no other purpose.
  • Hoozu (or its’ licensors) own the IPR in the Hoozu Content that we provide to you for the purposes of fulfilling your obligations under this Agreement, including the production and distribution of the Social Content (and directly relevant Campaign Material) pursuant to a Campaign. You are provided with a royalty-free, non-exclusive and non-transferable licence to the Licensed Content for this specific purpose, and for no other purpose.
  • Hoozu and the Client (or their licensors) own the IPR in the Social Content and other Campaign Material that is produced using the Branded Content and/or Hoozu Content pursuant to this Agreement. You are provided with a royalty-free, non-exclusive and non-transferable licence to the Social Content and other Campaign Material for the specific purpose of fulfilling your obligations under this Agreement, including the production and distribution of the Social Content pursuant to a Campaign.
  • In order to perfect any necessary rights pursuant to clauses 4.1 – 4.3 above, you shall effect any necessary assignment of IPR immediately upon being called upon to do so, including execute any document, without (to avoid doubt) any entitlement to any further fees or payment whatsoever.
  • To the extent that you own any IPR as part of the Social Content or other Campaign Material, you grant us and the Client a royalty-free, non-exclusive and non-transferable licence to:
  • reproduce and communicate to the public the Social Content in our absolute discretion; and
  • copy, adapt, modify and otherwise use any IPR as part of the Social Content or other Campaign Material.

 

5.               Warranties and Acknowledgements

 

  • Authority and Agreement

You warrant that:

  • (a) you own or otherwise control all necessary rights to any IPR you use or otherwise make available or distribute pursuant to this Agreement, other than the Licensed Content;
  • (b) you have all applicable licences, rights (including moral rights) and consents necessary to enter into and perform your obligations under this Agreement;
  • (c) you agree to be liable for all applicable responsibilities stated in this Agreement;
  • (d) you will comply with all applicable laws and regulations in performing your obligations under this Agreement; and
  • (e) you will not breach any agreement, arrangement or understanding with a third party as a result of entering into or performing any part of this Agreement;
  • (f) neither you or other party will insert any tag, code, cookie, pixel or other data tracking or collection device into the Social Content without our express permission;
  • (g) you have never used Spintax or similar software in relation to any of your Social Media;
  • (h) you have never purchased Instagram or other Social Media likes, followers, comments or engagement;
  • (i) all of the engagement on your Social Media accounts is bona fide and genuine;
  • (j) you do not currently run any “auto-like/follow/unfollow” software or bot automations in relation to your Social Media accounts, and undertake not to do so for the duration of this agreement;
  • (k) you will comply with the specifications in the Campaign Brief and Booking Form unless we otherwise agree in writing;
  • (l) all statements made by you in connection with campaigns are honest and true; and
  • (m) you will not use or redistribute the Licensed Content, Social Content or any derivation, modification or adaptation of the same to any third party without our permission or any information or reports we may supply to you other than for the purpose of this Agreement.

 

  • Our Warranties

 

We warrant to you that:

  • we have the right to supply the Services to you;
  • we will not breach any agreement, arrangement or understanding with a third party as a result of entering into or performing any part of this Agreement;
  • we (or our licensors) own or control the necessary rights in any IPR licensed to you, as set out in this Agreement; and
  • we will comply with all applicable laws and regulations when supplying the Services.

 

  • Limitation of Liability

 

  • To the maximum extent permitted by law, Hoozu and its’ Clients exclude all liability and responsibility to you (or any other person), including without limitation in contract, tort (including negligence), or otherwise, for any loss (including loss of information, data, profits or savings, or other forms of consequential loss whether or not foreseeable) or damage resulting, directly or indirectly, from any use of, or reliance on any Licensed Content, or participation in Campaigns. You agree not to bring and hereby release all claims against Hoozu or its’ Clients in respect of any Licensed Content or Orders for Campaigns.
  • Hoozu and its’ Clients are not liable for any aspect of the Licensed Content (or other directly relevant Campaign Material) provided to you or the publishing of the Social Content or other derivative material by you.
  • Hoozu and its’ Clients exclude all implied conditions and warranties from this Agreement except any conditions or warranties (such as those implied by the Competition and Consumer Act 2010 (Cth)) which cannot by law be excluded. Hoozu and its’ Clients’ liability to you for any claims made under this Agreement (whether such liability arises in contract, tort (including negligence) or otherwise) is, to the fullest extent permitted by law, limited at our option to resupplying the relevant goods or services or paying the cost of having the relevant goods or services resupplied.
  • Hoozu accepts the benefit of the releases and other rights granted to Clients on trust for such Clients.
  • Neither party (nor any Client) is liable for any Indirect Loss incurred by them or any other person arising out of or in connection with this Agreement.

6.               Amendments

Hoozu may amend these terms from time to time by written notice. Such amendments shall not affect any current Campaigns.

 

7.               Breach

If you materially breach this Agreement Hoozu reserves the right to suspend or terminate this Agreement by written notice.

 

8.               General

  • Nothing in this Agreement shall be taken as giving rise to a relationship of employment, agency or partnership.
  • This Agreement contains the entire understanding between the parties concerning the subject matter of the Agreement and supersedes all prior communications.
  • If any term or provision of this Agreement is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from this Agreement and the remaining terms and conditions will be unaffected.
  • Any dispute arising out of or in connection with this Agreement will be submitted to arbitration in accordance with, and subject to, the Institute of Arbitrators and Mediators Australia Fast Track Arbitration Rules. The seat of the arbitration will be Sydney.
  • This Agreement is governed by, and construed in accordance with, the laws of New South Wales.
  • A notice must be in writing to the address of the addressee as stated in the Booking Form.
  • Neither party may transfer or assign this Agreement without the other party’s prior written consent (not to be unreasonably withheld).
  • You may not issue any press release or make other public statement in relation to this Agreement or the relationship established by this Agreement without our prior written consent. We may, however, make informational references to your participation in Hoozu campaigns in press releases without obtaining your consent.
  • You may not send us or our partners any personal information or data that can be used to identify or locate a natural person, or sensitive financial, medical or sexual data.
  • We may collect and use your personal information as set out in our Privacy Policy available at www.hoozu.com.

 

  1. Definitions

 In these Advertiser Terms:

Influencer’ means a person engaged to promote a product on social media or any other way as set out in the Booking Form.

Agreement’ means the documents identified in Clause 1.1.

Booking Form’ means a booking form outlining the Social Media or other promotion to be undertaken by the Influencer and the fee to be paid to the Influencer.

Booked Social Media Posting’ means a posting that is made on Social Media by the Influencer pursuant to a Booking Form.

Brand Owner’ means the owner of the product or service that is the subject of the Campaign.

Branded Content’ means all advertising, marketing, trade marks and other IPR of, or relating to, a Client (including, without limitation, text, graphics, video and URLs) that we provide to you in order to create Social Content for the purposes of the Campaign, but excluding any HooZu Content.

Campaign’ means a brand promotion campaign HooZu is engaged to undertake in accordance with a Booking Form and these Influencer Terms.

Campaign Material’ means any material other than Social Content that is produced in connection with your obligations under this Agreement, or otherwise using any Licensed Content.

Client’ means Media Agency or Brand Owner who has engaged Hoozu for a Campaign.

Confidential Information’ means all confidential and proprietary information of Hoozu, whether disclosed to you orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement, the Hoozu Site, and business, financial, product and technical information, but does not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to Hoozu; (b) was known to you prior to its disclosure by Hoozu without breach of any obligation owed to Hoozu; (c) was independently developed by you without breach of any obligation owed to Hoozu; or (d) is received from a third-party without breach of any obligation owed to Hoozu.

Creative Brief’ means the creative brief we provide to you in respect of a Campaign, as further described in Schedule A.

Creative Guidelines’ means any instructions provided in writing by a Client defining how an Influencer may edit content that forms part of Social Content;

Creative Services’ means design, production and promotional services we provide, including without limitation assistance in creating, producing and marketing Social Content, advertising marketing campaigns, e-direct marketing, developing and hosting integrated offerings such as competitions and associated creative services.

Fees’ means your fees and charges for the Campaign, as set out in the Booking Form.

Hoozu Content’ means all advertising, marketing, trade marks and other IPR (including, without limitation, text, graphics, video and URLs) owned by Hoozu that we provide to you in order to create Social Content for the purposes of the Campaign.

Hoozu Site’ means the website currently available at URL www.hoozu.com, or such other URL notified by Hoozu from time to time.

‘Intellectual Property Rights’ or ‘IPR’ means all industrial and intellectual property rights including but not limited to copyright (both present and future), Confidential Information (including know-how and trade secrets), moral rights, patents, designs and trademarks, and in each case whether registered or not.

Indirect Losses includes losses of profits, revenue, opportunity, anticipated savings or data or any indirect or consequential loss or damage

Insertion Orders’ means the document a Client provides us that specifies the details of the Campaign.

Launch Date’ means the date at which we are scheduled to publish any Campaign as specified in the Booking Form.

Licensed Content’ means all Branded Content and Hoozu Content made available to you for the purposes of this Agreement.

Media Agency’ means an agency representing a Brand Owner.

Order’ means an order for Services described in the Booking Form.

Services’ means the Services described in Schedule A.

Social Content’ means all advertising, marketing or other material supplied by you (including, without limitation, text, graphics, video and URLs) for posting on Social Media.

Social Media’ means Instagram, Facebook and other form of social meda agreed from time to time.

 Schedule A

 Obligations for Influencers

  1. Orders

The process for orders is below:

  • A Client requests Services by providing an Insertion Order to us. Once received, we may prepare a Booking Form with relevant details of the Campaign and email it you.
  • To accept the Booking Form you must execute it and return it to us at the following email address: contact@hoozu.com. Upon receipt of the executed Booking Form we will advise you by email whether the Order is confirmed.  Until we notify you of that, no Order is confirmed.
  • Once you have been advised that the Order for the Campaign is confirmed:
  • Unless otherwise expressly stated in the Booking Form, a contract for the Order is formed between you and HooZu (and no direct contract is formed between you and the Client);
  • All dealings between you and the Client with respect to the Campaign are regulated by the terms and conditions of this Agreement; and
  • For a period of 6 months after the end of the relevant Campaign, whether or not the contract for the Order is formed between you and Hoozu or you and the Client, any dealings by you directly or indirectly with the Client (including any third-party on behalf of the Client) must be made through Hoozu, and in any event the entry into such commercial relationships will incur a fee to Hoozu equal to 15% of your direct or indirect remuneration in respect of such commercial relationships.

 

  1. Creative Briefs and Booked Social Media Postings
  • Once selected for a Campaign you will be provided with a Creative Brief to review. This brief will outline the creative concepts behind the Campaign, as well as indicate how many Booked Social Media Postings you are required to make throughout the Campaign.
  • The Creative Brief will also outline any specific requirements in respect of the Booked Social Media Postings (i.e. minimum number of postings on Social Media you must achieve under the Campaign), and any other Social Content or performance requirements specific to the Campaign. This will include “mandatories” such as the hashtags, tags and other language/features to be used
  • You must review the Creative Brief and provide a topline creative concept for each Booked Social Media Posting. Concepts must be submitted and approved by us in writing before you commence producing the relevant Social Content.
  • Once you have produced Social Content for a Campaign, you must submit it to Hoozu for review and approval. No Social Content, or other materials or content that share similarities to those requested in the Creative Brief, must be posted by or on behalf of you without the written approval of Hoozu.
  • HooZu may request up to two rounds of editing to Social Content submitted for review, and you must make such amendments promptly and having regard to the deadlines.

 

  1. Other requirements

3.1       You agree to:

  • Adhere to our instructions, as arising in the Creative Brief and otherwise.
  • For each booked social posting, provide three (3) alternate photos, Boomerangs, videos or other specific content requested in the Creative Brief or Booking Form.
  • If the Campaign requires Hoozu to provide a product or access to a service to be included in the Social Content, you must provide and update us with your preferred postal address and contact number, and any other information relevant to the delivery of a product or service.
  • You must take and provide us with a screengrab after posting the Social Content, and the post must not to be removed for 180 days.

3.2       You acknowledge that we may cancel or amend an order for any Services without charge or penalty, and without giving you any reasons for the cancellation.

 

***END OF INFLUENCER TERMS ***